oed-20181231 10K_Taxonomy2018

Balance at January 1, excluding interest and penalties

Reductions based on tax positions related to prior years

Balance at December 31, excluding interest and penalties

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM 10-K

[Ö] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2018

— OR —

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 333-100240

Oncor Electric Delivery Company LLC

(Exact name of registrant as specified in its charter)


Delaware	75-2967830
(State of Organization)	(I.R.S. Employer Identification No.)

1616 Woodall Rodgers Fwy., Dallas, TX 75202	(214) 486-2000
(Address of principal executive offices)(Zip Code)	(Registrant’s telephone number, including area code)

___________________________________

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes___ No √

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes √ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No √

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes √ No___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. √

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ___ Accelerated filer ___ Non-Accelerated filer √

Smaller reporting company ___ 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. ___

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No √

Aggregate market value of Oncor Electric Delivery Company LLC common membership interests held by non-affiliates: N/A

As of February 26, 2019, 80.25% of the outstanding membership interests in Oncor Electric Delivery Company LLC (Oncor) were directly held by Oncor Electric Delivery Holdings Company LLC and indirectly by Sempra Energy and 19.75% of the outstanding membership interests were held by Texas Transmission Investment LLC. None of the membership interests are publicly traded.

__________________________________________

DOCUMENTS INCORPORATED BY REFERENCE - None

TABLE OF CONTENTS
		Page
Glossary		3
PART I
Items 1 and 2.	BUSINESS AND PROPERTIES	7
Item 1A.	RISK FACTORS	16
Item 1B.	UNRESOLVED STAFF COMMENTS	23
Item 3.	LEGAL PROCEEDINGS	23
Item 4.	MINE SAFETY DISCLOSURES	23
PART II
Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED EQUITY HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	24
Item 6.	SELECTED FINANCIAL DATA	24
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	43
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	47
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	92
Item 9A.	CONTROLS AND PROCEDURES	92
Item 9B.	OTHER INFORMATION	94
PART III
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	94
Item 11.	EXECUTIVE COMPENSATION	105
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED EQUITY HOLDER MATTERS	166
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	169
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	175
PART IV
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	177

Oncor Electric Delivery Company LLC’s (Oncor) annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports are made available to the public, free of charge, on the Oncor website at http://www.oncor.com as soon as reasonably practicable after they have been filed with or furnished to the Securities and Exchange Commission. The information on Oncor’s website or available by hyperlink from the website shall not be deemed a part of, or incorporated by reference into, this annual report on Form 10-K. The representations and warranties contained in any agreement that we have filed as an exhibit to this annual report on Form 10-K or that we have or may publicly file in the future may contain representations and warranties made by and to the parties thereto as of specific dates. Such representations and warranties may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent the parties’ risk allocation in the particular transaction, or may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes.

This annual report on Form 10-K and other Securities and Exchange Commission filings of Oncor and its former significant subsidiary, Oncor Electric Delivery Transition Bond Company LLC, occasionally make references to Oncor (or “we,” “our,” “us” or “the company”) when describing actions, rights or obligations of such subsidiary. These references reflect the fact that such subsidiary was consolidated with Oncor for financial reporting purposes. However, these references should not be interpreted to imply that Oncor was actually undertaking the action or has the rights or obligations of that subsidiary or that the subsidiary company was undertaking an action or had the rights or obligations of its parent company or of any other affiliate. Oncor Electric Delivery Transition Bond Company LLC was dissolved effective December 29, 2016. Following the dissolution of Oncor Electric Delivery Transition Bond Company LLC, Oncor has no subsidiaries that meet the definition of “significant subsidiary” under Rule 1-02(w) of Regulation S-X (17 CFR 210.1-02(w)).

GLOSSARY


When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below.
acquisition accounting	The acquisition method of accounting for a business combination as prescribed by GAAP, whereby the cost or “acquisition price” of a business combination, including the amount paid for the equity and direct transaction costs, are allocated to identifiable assets and liabilities (including intangible assets) based upon their fair values. The excess of the purchase price over the fair values of assets and liabilities is recorded as goodwill.
AMS	advanced metering system
Bondco	Refers to Oncor Electric Delivery Transition Bond Company LLC, a former wholly-owned consolidated bankruptcy-remote financing subsidiary of Oncor that had issued securitization (transition) bonds to recover certain regulatory assets and other costs. Bondco was dissolved effective December 29, 2016.
Code	The Internal Revenue Code of 1986, as amended
Contributed EFH Debtors	Certain EFH Debtors that became subsidiaries of Vistra and emerged from Chapter 11 at the time of the Vistra Spin-Off.
DCRF	distribution cost recovery factor
Debtors	EFH Corp. and the majority of its direct and indirect subsidiaries that were debtors in the EFH Bankruptcy Proceedings, but excluding the Oncor Ring-Fenced Entities. Prior to the Vistra Spin-Off, also included the TCEH Debtors.
Deed of Trust	Deed of Trust, Security Agreement and Fixture Filing, dated as of May 15, 2008, made by Oncor to and for the benefit of The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, formerly The Bank of New York), as collateral agent, as amended
EECRF	energy efficiency cost recovery factor
EFCH	Refers to Energy Future Competitive Holdings Company LLC, a former direct, wholly-owned subsidiary of EFH Corp. that was dissolved in connection with the Vistra Spin-Off and was, prior to the Vistra Spin-Off, the parent of TCEH, and/or its subsidiaries, depending on context.
EFH Bankruptcy Proceedings	Refers to voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code filed in U.S. Bankruptcy Court for the District of Delaware on April 29, 2014 by EFH Corp. and the substantial majority of its direct and indirect subsidiaries. The Oncor Ring-Fenced Entities were not parties to the EFH Bankruptcy Proceedings.
EFH Corp.	Refers to Energy Future Holdings Corp., a holding company, and/or its subsidiaries, depending on context. Renamed Sempra Texas Holdings Corp. upon emergence from the EFH Bankruptcy Proceedings and closing of the Sempra Acquisition. Its major subsidiaries include Oncor and, prior to the closing of the Vistra Spin-Off, TCEH.
EFH Debtors	EFH Corp. and its subsidiaries that were Debtors in the EFH Bankruptcy Proceedings, excluding the TCEH Debtors
EFIH	Refers to Energy Future Intermediate Holding Company LLC, a direct, wholly-owned subsidiary of EFH Corp. and the direct parent of Oncor Holdings. Renamed Sempra Texas Intermediate Holding Company LLC upon emergence from the EFH Bankruptcy Proceedings and closing of the Sempra Acquisition.
EPA	U.S. Environmental Protection Agency

ERCOT	Electric Reliability Council of Texas, Inc., the independent system operator and the regional coordinator of various electricity systems within Texas
ERISA	Employee Retirement Income Security Act of 1974, as amended
FERC	U.S. Federal Energy Regulatory Commission
Fitch	Fitch Ratings, Ltd. (a credit rating agency)
GAAP	generally accepted accounting principles of the U.S.
InfraREIT	InfraREIT, Inc.
InfraREIT Acquisition	Refers to the transactions contemplated by the InfraREIT Merger Agreement, pursuant to which Oncor would acquire all of the equity interests of InfraREIT and InfraREIT Partners.
InfraREIT Merger Agreement	Refers to the Agreement and Plan of Merger, dated as of October 18, 2018, among Oncor, 1912 Merger Sub LLC (a wholly-owned subsidiary of Oncor), Oncor T&D Partners, LP (a wholly-owned indirect subsidiary of Oncor), InfraREIT and InfraREIT Partners.
InfraREIT Partners	InfraREIT Partners, LP, a subsidiary of InfraREIT
Investment LLC	Refers to Oncor Management Investment LLC, a limited liability company and former minority membership interest owner (approximately 0.22%) of Oncor, whose managing member is Oncor and whose Class B equity interests were owned by certain current or former members of the management team and independent directors of Oncor.
IRS	U.S. Internal Revenue Service
kV	kilovolts
kWh	kilowatt-hours
LIBOR	London Interbank Offered Rate, an interest rate at which banks can borrow funds, in marketable size, from other banks in the London interbank market
Limited Liability Company Agreement	The Third Amended and Restated Limited Liability Company Agreement of Oncor, dated as of March 9, 2018, by and among Oncor Holdings, Texas Transmission and Investment LLC, as amended
Luminant	Refers to subsidiaries of Vistra (which, prior to the Vistra Spin-Off were subsidiaries of TCEH) engaged in competitive market activities consisting of electricity generation and wholesale energy sales and purchases as well as commodity risk management and trading activities, all largely in Texas.
Moody’s	Moody’s Investors Services, Inc. (a credit rating agency)
MW	megawatts
NERC	North American Electric Reliability Corporation
Oncor	Refers to Oncor Electric Delivery Company LLC, a direct, majority-owned subsidiary of Oncor Holdings, and/or its former wholly-owned consolidated bankruptcy-remote financing subsidiary, Bondco, depending on context.
Oncor Holdings	Refers to Oncor Electric Delivery Holdings Company LLC, a direct, wholly-owned subsidiary of STIH and the direct majority owner (80.25% equity interest) of Oncor and its subsidiaries.
Oncor OPEB Plans	Refers to plans sponsored by Oncor that offer certain postretirement health care and life insurance benefits to eligible current and former Oncor employees, certain eligible current and former EFH Corp. and Vistra employees, and their eligible dependents.

Oncor Retirement Plan	Refers to a defined benefit pension plan sponsored by Oncor.
Oncor Ring-Fenced Entities	Refers to Oncor Holdings and its direct and indirect subsidiaries, including Oncor.
OPEB	other postretirement employee benefits
PUCT	Public Utility Commission of Texas
PURA	Texas Public Utility Regulatory Act
REP	retail electric provider
S&P	Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc. (a credit rating agency)
SARs	Stock Appreciation Rights
SARs Plan	Refers to the Oncor Stock Appreciation Rights Plan.
SDTS	Sharyland Distribution & Transmission Services, L.L.C., an indirect subsidiary of InfraREIT
SEC	U.S. Securities and Exchange Commission
Sempra	Sempra Energy
Sempra Acquisition	Refers to the transactions contemplated by the plan of reorganization confirmed in the EFH Bankruptcy Proceedings and that certain Agreement and Plan of Merger, dated as of August 21, 2017, by and between EFH Corp., EFIH, Sempra and one of Sempra’s wholly-owned subsidiaries, pursuant to which Sempra acquired the 80.03% of Oncor’s membership interests owned indirectly by EFH Corp. and EFIH. The transactions closed March 9, 2018.
Sempra Order	Refers to the final order issued by the PUCT in PUCT Docket No. 47675.
Sharyland Agreement	Refers to that certain Agreement and Plan of Merger, dated as of July 21, 2017, by and among the Sharyland Entities, Oncor, and Oncor AssetCo LLC, a wholly- owned subsidiary of Oncor.
Sharyland Asset Exchange	Refers to the asset swap consummated on November 9, 2017 pursuant to the Sharyland Agreement and PUCT Docket No. 47469, pursuant to which Oncor received substantially all of the distribution assets of the Sharyland Entities and certain of their transmission assets in exchange for certain of Oncor’s transmission assets and cash.
Sharyland Entities	Refers to SDTS, SU, SU AssetCo, L.L.C., a wholly-owned subsidiary of SU, and SDTS AssetCo, L.L.C., a wholly-owned subsidiary of SDTS, each of which was a party to the Sharyland Agreement.
Sponsor Group	Refers collectively to certain investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P., TPG Global, LLC and GS Capital Partners, an affiliate of Goldman, Sachs & Co., that, prior to the Sempra Acquisition, held an ownership interest in Texas Holdings.
STH	Refers to Sempra Texas Holdings Corp., a Texas corporation (formerly EFH Corp. prior to the closing of the Sempra Acquisition), a subsidiary of Sempra and the direct parent of STIH
STIH	Refers to Sempra Texas Intermediate Holding Company LLC., a Delaware limited liability company (formerly EFIH prior to the closing of the Sempra Acquisition, and the sole member of Oncor Holdings following the Sempra Acquisition)
SU	Refers to Sharyland Utilities, L.P., a Texas limited partnership
Supplemental Retirement Plan	Refers to the Oncor Supplemental Retirement Plan.

TCEH	Refers to Texas Competitive Electric Holdings Company LLC, a direct, wholly-owned subsidiary of EFCH and, prior to the Vistra Spin-Off, the parent company of the TCEH Debtors (other than the Contributed EFH Debtors), depending on the context, that were engaged in electricity generation and wholesale and retail energy market activities, and whose major subsidiaries included Luminant and TXU Energy. Subsequent to the Vistra Spin-Off, Vistra continued substantially the same operations as TCEH.
TCEH Debtors	Refers to the subsidiaries of TCEH that were Debtors in the EFH Bankruptcy Proceedings (including Luminant and TXU Energy) and the Contributed EFH Debtors.
TCEQ	Texas Commission on Environmental Quality
TCJA	“Tax Cuts and Jobs Act,” enacted on December 22, 2017
TCOS	transmission cost of service
TCRF	transmission cost recovery factor
Texas Holdings	Refers to Texas Energy Future Holdings Limited Partnership, a limited partnership controlled by the Sponsor Group that owned substantially all of the common stock of EFH Corp prior to the closing of the Sempra Acquisition.
Texas Holdings Group	Refers to Texas Holdings and its direct and indirect subsidiaries other than the Oncor Ring-Fenced Entities.
Texas margin tax	A privilege tax imposed on taxable entities chartered/organized or doing business in the State of Texas that, for accounting purposes, is reported as an income tax.
Texas RE	Refers to Texas Reliability Entity, Inc., an independent organization that develops reliability standards for the ERCOT region and monitors and enforces compliance with NERC standards and ERCOT protocols.
Texas Transmission	Refers to Texas Transmission Investment LLC, a limited liability company that owns a 19.75% equity interest in Oncor. Texas Transmission is an entity indirectly owned by a private investment group led by OMERS Administration Corporation (acting through its infrastructure investment entity, OMERS Infrastructure Management Inc.) and Cheyne Walk Pte. Ltd. Texas Transmission is not affiliated with Sempra, EFH Corp., any of their subsidiaries or any member of the Sponsor Group.
TXU Energy	Refers to TXU Energy Retail Company LLC, a direct, wholly-owned subsidiary of Vistra (and, prior to the Vistra Spin-Off, a direct subsidiary of TCEH) engaged in the retail sale of electricity to residential and business customers. TXU Energy is a REP in competitive areas of ERCOT.
U.S.	United States of America
VIE	variable interest entity
Vistra	Refers to Vistra Energy Corp. (formerly TCEH Corp.), and/or its subsidiaries, depending on context. On October 3, 2016, the TCEH Debtors emerged from bankruptcy and became subsidiaries of TCEH Corp. Subsequent to the Vistra Spin-Off, Vistra continued substantially the same operations as TCEH.
Vistra Retirement Plan	Refers to a defined benefit pension plan sponsored by an affiliate of Vistra, in which Oncor participates (formerly EFH Retirement Plan).
Vistra Spin-Off	Refers to the completion of the TCEH Debtors’ reorganization under the Bankruptcy Code and emergence from the EFH Bankruptcy Proceedings effective October 3, 2016. Following the Vistra Spin-Off, the TCEH Debtors ceased to be affiliates of Oncor.

PART I

Items 1. and 2. BUSINESS AND PROPERTIES

References in this report to “we,” “our,” “us” and “the company” are to Oncor and or/its subsidiaries as apparent in the context. See “Glossary” on page 3 for definition of terms and abbreviations.

Overview of Oncor

We are a regulated electricity transmission and distribution company that provides the essential service of delivering electricity safely, reliably and economically to end-use consumers through our electrical systems, as well as providing transmission grid connections to merchant generation facilities and interconnections to other transmission grids in Texas. We are a direct, majority-owned subsidiary of Oncor Holdings, which is indirectly wholly owned by Sempra. Oncor Holdings owns 80.25% of our outstanding membership interests and Texas Transmission owns 19.75% of our outstanding membership interests. We are a limited liability company organized under the laws of the State of Delaware, formed in 2007 as the successor entity to Oncor Electric Delivery Company, a corporation formed under the laws of the State of Texas in 2001.

We operate the largest transmission and distribution system in Texas, delivering electricity to more than 3.6 million homes and businesses and operating more than 137,000 miles of transmission and distribution lines. We provide:

transmission services to electricity distribution companies, cooperatives and municipalities, and

distribution services to REPs which sell electricity to retail customers.

Our transmission and distribution rates are regulated by the PUCT, and in certain instances, by the FERC. We are not a seller of electricity, nor do we purchase electricity for resale. The company is managed as an integrated business; consequently, there are no reportable segments.

Our transmission and distribution assets are located principally in the north-central, eastern and western parts of Texas. This territory has an estimated population in excess of ten million and comprises over 110 counties and more than 400 incorporated municipalities, including Dallas/Fort Worth and surrounding suburbs, as well as Waco, Wichita Falls, Odessa, Midland, Tyler and Killeen. Most of our power lines have been constructed over lands of others pursuant to easements or along public highways, streets and rights-of-way as permitted by law. At December 31, 2018, we had approximately 4,015 full-time employees, including approximately 740 employees under collective bargaining agreements.

Various “ring-fencing” measures have been taken to enhance our credit quality and the separateness between the Oncor Ring-Fenced Entities, Sempra and its affiliates (other than the Oncor Ring-Fenced Entities), and any other entities with a direct or indirect ownership interest in Oncor or Oncor Holdings. These measures serve to mitigate the Oncor Ring-Fenced Entities’ credit exposure to Sempra and its affiliates and any other direct or indirect owners of Oncor and Oncor Holdings, and to reduce the risk that the assets and liabilities of Oncor Ring-Fenced Entities would be substantively consolidated with the assets and liabilities of any Sempra entity or any other direct or indirect owners of Oncor and Oncor Holdings in connection with a bankruptcy of any such entities. Such measures include, among other things: the 19.75% equity interest held by Texas Transmission; maintenance of separate books and records for the Oncor Ring-Fenced Entities; and our board of directors being comprised of a majority of directors who meet certain independent/disinterested director standards. As a result, none of the assets of the Oncor Ring-Fenced Entities are available to satisfy the debt or obligations of any Sempra entity or any other direct or indirect owner of Oncor or Oncor Holdings. The assets and liabilities of the Oncor Ring-Fenced Entities are separate and distinct from those of any Sempra entities and any other direct or indirect owner of Oncor or Oncor Holdings. We do not bear any liability for debt or contractual obligations of Sempra and its affiliates or any other direct or indirect owner of Oncor or Oncor Holdings, and vice versa. Accordingly, our operations are conducted, and our cash flows are managed, independently from Sempra and its affiliates and any other direct or indirect owner of Oncor or Oncor Holdings. For more information on the ring-fencing measures, see “EFH Bankruptcy Proceedings and Sempra Acquisition” below.

Oncor’s Market (ERCOT statistics below were derived from information published by ERCOT)

We operate within the ERCOT market. This market represents approximately 90% of the electricity consumption in Texas. ERCOT is the regional reliability coordinating organization for member electricity systems in Texas and the Independent System Operator (ISO) of the interconnected transmission grid for those systems. ERCOT is responsible for ensuring reliability, adequacy and security of the electric systems, as well as nondiscriminatory access to transmission service by all wholesale market participants in the ERCOT region. ERCOT’s membership consists of corporate and associate members, including electric cooperatives, municipal power agencies, independent generators, independent power marketers, transmission service providers, distribution services providers, independent REPs and consumers.

In 2018, ERCOT’s hourly demand peaked at 73,473 MW as compared to the peak hourly demand of 68,368 MW in 2017. The ERCOT market has limited interconnections to other markets in the U.S. and Mexico, which currently limits potential imports into and exports out of the ERCOT market to 1,106 MW of generation capacity (or approximately 2% of peak demand). In addition, wholesale transactions within the ERCOT market are generally not subject to regulation by the FERC.

The ERCOT market operates under reliability standards set by NERC. The PUCT has primary jurisdiction over the ERCOT market to ensure the adequacy and reliability of power supply across Texas’ main interconnected transmission grid. We, along with other owners of transmission and distribution facilities in Texas, assist the ERCOT ISO in its operations. We have planning, design, construction, operation and maintenance responsibility for the portion of the transmission grid and for the load-serving substations we own, primarily within our certificated distribution service area. We participate with the ERCOT ISO and other ERCOT utilities in obtaining regulatory approvals and planning, designing, constructing and upgrading transmission lines in order to remove existing constraints and interconnect generation on the ERCOT transmission grid. The transmission line projects are necessary to meet reliability needs, support energy production and increase bulk power transfer capability.

Oncor’s Strategies

We focus on delivering electricity in a safe and reliable manner, minimizing service interruptions and investing in our transmission and distribution infrastructure to maintain our system, serve our growing customer base with a modernized grid and support energy production.

We believe that building and leveraging upon opportunities to scale our operating advantage and technology programs enables us to create value by eliminating duplicative costs, efficiently managing supply costs, and building and standardizing distinctive process expertise over a larger grid. Scale also allows us to take part in large capital investments in our transmission and distribution system, with a smaller fraction of overall capital at risk and with an enhanced ability to streamline costs. Our growth strategies are to invest in technology upgrades and to construct transmission and distribution facilities to meet the needs of the growing Texas market and support energy production. We and other transmission and distribution businesses in ERCOT benefit from regulatory capital recovery mechanisms known as “capital trackers” that we believe enable adequate and more timely recovery of transmission, distribution and advanced metering investments through our regulated rates.

Pending InfraREIT Acquisition

On October 18, 2018, we entered into the InfraREIT Merger Agreement, pursuant to which we plan to acquire all of the equity interests of InfraREIT and its subsidiary, InfraREIT Partners, subject to the conditions discussed below. The InfraREIT Acquisition will occur through the merger of InfraREIT with and into a newly formed wholly-owned subsidiary of Oncor, followed by the merger of another newly formed wholly-owned subsidiary of Oncor with and into InfraREIT Partners. InfraREIT’s stockholders and the limited partners of InfraREIT Partners will receive $21.00 in cash per share of common stock or limited partnership unit, as applicable. Total purchase price based on the number of shares and partnership units of InfraREIT and InfraREIT Partners currently outstanding is approximately $1.275 billion, plus we will bear certain transaction costs incurred by InfraREIT (including a management agreement termination fee of approximately $40.5 million that InfraREIT has agreed to pay Hunt Consolidated, Inc. at closing). The acquisition also includes InfraREIT’s outstanding debt, which totaled approximately $945 million at September 30, 2018.

which, subject to the terms and conditions set forth therein, the Equity Commitment Parties have committed to provide their pro rata share of capital contributions to us in an aggregate principal amount of up to $1.330 billion, to fund the cash consideration payable by us in the InfraREIT Acquisition and the payment of related fees and expenses. The funding provided for in the commitment letter is contingent on the satisfaction of customary conditions, including the substantially simultaneous closing of the transactions contemplated by the InfraREIT Merger Agreement, but is not a condition to the closing of the InfraREIT Acquisition.

As a condition to the InfraREIT Acquisition, InfraREIT’s subsidiary, SDTS, and SDTS’s tenant, SU, will complete an asset exchange (SDTS-SU Asset Exchange) immediately prior to the closing of the InfraREIT Acquisition, pursuant to which SDTS will exchange certain of its south Texas assets for certain north Texas assets owned by SU. As a result, upon closing of the InfraREIT Acquisition, we will own all of SDTS’s and SU’s assets and projects in north, central and west Texas and SU will own its and SDTS’s assets in south Texas.

In addition, as a condition to the closing of the SDTS-SU Asset Exchange, Sempra will acquire an indirect 50 percent limited partnership interest in SU (Sempra-SU Transaction). As a result of the Sempra-SU Transaction, SU will be our affiliate for purposes of PUCT rules. The SDTS-SU Asset Exchange also contemplates that at closing we and SU will enter into a future development agreement and, subject to receipt of certain PUCT approvals, an operation and maintenance agreement. The future development agreement addresses ownership and funding of potential future SU transmission projects, under certain circumstances, where at least one endpoint of the project is a legacy SDTS asset. Oncor and SU will each own and fund certain percentages of the project depending on the project type and location of the transmission project’s endpoints. The operation and maintenance agreement provides that we will provide to SU certain operations and maintenance services with respect to the SU assets in south Texas. Such services will be provided by us to SU at cost without a markup or profit.

Oncor, InfraREIT and InfraREIT Partners have agreed to use their respective reasonable best efforts, subject to certain exceptions, to consummate the InfraREIT Acquisition as promptly as practicable. Closing of the InfraREIT Acquisition is subject to the satisfaction of customary closing conditions, including the satisfaction of certain regulatory conditions, including the receipt of the approval of the PUCT and the FERC, and clearance by the Committee on Foreign Investment in the United States. The parties filed a single, integrated Joint Application for Sale, Transfer or Merger with the PUCT on November 30, 2018 in PUCT Docket No. 48929. The parties also filed a single, integrated Joint Application under Section 203 of the Federal Power Act on November 30, 2018, in Docket No. EC19-31. On February 7, 2019, InfraREIT announced that its stockholders voted to adopt the InfraREIT Merger Agreement at a special meeting of its stockholders.

EFH Bankruptcy Proceedings and Sempra Acquisition

Prior to consummation of the Sempra Acquisition, EFH Corp. entered into various merger agreements, which failed to close, with other parties in connection with the EFH Bankruptcy Proceedings and the potential transfer of its indirect ownership interest in Oncor. In August 2017, EFH Corp. and EFIH entered into an Agreement and Plan of Merger (Sempra Merger Agreement) with Sempra and one of its wholly-owned subsidiaries (collectively, the Sempra Parties) that contemplated the Sempra Parties acquiring the ownership interests in Oncor that were indirectly held by EFH Corp. The Sempra Acquisition closed on March 9, 2018. As a result of the Sempra Acquisition, EFH Corp. merged with an indirect subsidiary of Sempra, with EFH Corp. (renamed STH) continuing as the surviving company and an indirect, wholly-owned subsidiary of Sempra. The Sempra Merger Agreement did not impose any conditions on the EFH Debtors regarding Texas Transmission’s minority interest in Oncor. Accordingly, the Sempra Merger Agreement provided for the acquisition by Sempra of the 80.03% of Oncor’s membership interests owned indirectly by EFH Corp. and EFIH. In accordance with the Sempra Merger Agreement, Sempra paid cash consideration of approximately $9.45 billion to acquire the indirect 80.03%

outstanding membership interest in Oncor and other EFH Corp. assets and liabilities unrelated to Oncor. In addition, in a separate transaction, Oncor Holdings acquired 0.22% of the outstanding membership interests in Oncor from Investment LLC. After the Sempra Acquisition, Texas Transmission continues to own 19.75% of Oncor’s outstanding membership interests. The Sempra Merger Agreement was consummated on March 9, 2018 after obtaining the approval of the bankruptcy court in the EFH Bankruptcy Proceedings, the Federal Communications Commission and the PUCT.

Pursuant to the terms of the Sempra Merger Agreement, in October 2017, Oncor and Sempra filed in PUCT Docket No 47675 a joint application with the PUCT seeking certain regulatory approvals with respect to the transactions contemplated by the amended joint plan of reorganization filed in September 2017 by the EFH Debtors (Sempra Plan). At its open meeting on March 8, 2018, the PUCT approved a final order adopting a settlement stipulation allowing the Sempra Acquisition to proceed. For more information regarding the Sempra Settlement Stipulation and the proceedings in PUCT Docket No. 47675, see “Sempra PUCT Proceedings” below.

In connection with the closing of the Sempra Acquisition, Oncor’s Limited Liability Company Agreement was amended and restated in its entirety on March 9, 2018. The Limited Liability Company Agreement, among other things, provides for the management of Oncor by a board of directors consisting of 13 members, including seven “disinterested directors” (as defined in the Limited Liability Company Agreement), two directors designated indirectly by Sempra, two directors designated by Texas Transmission (subject to certain conditions) and two directors that are current or former officers of Oncor.

Management Equity Purchase

On March 9, 2018, Oncor entered into an Interest Transfer Agreement (OMI Agreement) with Investment LLC, Oncor Holdings and Sempra. Pursuant to the 2008 Equity Interests Plan for Key Employees of Oncor Electric Delivery Company LLC and its affiliates, certain members of Oncor’s management, including Oncor’s executive officers and independent directors on Oncor’s board of directors, were granted the opportunity to purchase Class B equity interests (Class B Interests) in Investment LLC, an entity whose only assets consist of equity interests in Oncor. Investment LLC held 1,396,008 of the outstanding limited liability company interests in Oncor (the OMI Interests), which represented 0.22% of the outstanding membership interests in Oncor.

Pursuant to the OMI Agreement, concurrent with the closing of the Sempra Acquisition, Investment LLC transferred to Oncor Holdings all of the OMI Interests in exchange for $26 million in cash, which represents approximately $18.60 for each OMI Interest.

Sempra PUCT Proceedings

Pursuant to the terms of the Sempra Merger Agreement, in October 2017 Oncor and Sempra filed in PUCT Docket No. 47675 a joint application with the PUCT seeking certain regulatory approvals with respect to the Sempra Plan. In December 2017, Oncor and Sempra entered into a stipulation with the Staff of the PUCT, the Office of Public Utility Counsel, the Steering Committee of Cities Served by Oncor and the Texas Industrial Energy Consumers reflecting the parties’ settlement of all issues in the PUCT proceeding regarding the joint application. On January 5, 2018, Oncor, Sempra and the Staff of the PUCT made a joint filing with the PUCT requesting that the PUCT approve the acquisition, consistent with the governance, regulatory and operating commitments in a revised stipulation joined by two additional parties. On January 23, 2018, Oncor and Sempra filed an additional revision to the revised stipulation (Sempra Settlement Stipulation) and announced that two more parties had joined in the Sempra Settlement Stipulation. On February 2, 2018, Oncor and Sempra announced that all of the intervenors in PUCT Docket No. 47675 had signed on to the Sempra Settlement Stipulation. At its February 15, 2018 open meeting, the PUCT directed PUCT Staff to prepare an order based on the Sempra Settlement Stipulation for consideration by the PUCT at its open meeting on March 8, 2018. At the open meeting, the PUCT approved the final order.

The parties to the Sempra Settlement Stipulation agreed that Sempra’s acquisition of EFH Corp. was in the public interest and would bring substantial benefits. The Sempra Settlement Stipulation requested that the PUCT approve the Sempra Acquisition. The joint application filed with the PUCT, the Sempra Settlement Stipulation and the Sempra Order outline certain ring-fencing measures, governance mechanisms and restrictions that apply after the Sempra Acquisition. As a result of these ring-fencing measures, Sempra does not control Oncor, and the ring-fencing measures limit Sempra’s ability to direct the management, policies and operations of Oncor, including the deployment or disposition of Oncor’s assets, declarations of dividends, strategic planning and other important corporate issues and actions. These limitations include limited representation on the board of directors of Oncor.

Pursuant to the Sempra Order, following the consummation of the Sempra Acquisition, the board of directors of Oncor is required to consist of thirteen members and be constituted as follows:

seven members, which we refer to as disinterested directors, who (i) shall be independent directors in all material respects under the rules of the New York Stock Exchange in relation to Sempra or its subsidiaries and affiliated entities and any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings, and (ii) shall have no material relationship with Sempra or its subsidiaries or affiliated entities or any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings, currently or within the previous ten years;

two members shall be designated by Sempra (through Oncor Holdings);

two members shall be appointed by Texas Transmission; and

two members shall be current or former officers of Oncor (the Oncor Officer Directors), initially Robert S. Shapard and E. Allen Nye, Jr., who are the Chairman of the Board and Chief Executive, respectively.

In order for a current or former officer of Oncor to be eligible to serve as an Oncor Officer Director, the officer cannot have worked for Sempra or any of its affiliates (excluding Oncor Holdings and Oncor) or any other entity with a direct or indirect ownership interest in Oncor or Oncor Holdings in the ten-year period prior to the officer being employed by Oncor. Oncor Holdings, at the direction of STIH, has the right to nominate and/or seek the removal of the Oncor Officer Directors, subject to approval by a majority of the Oncor board of directors. STIH is a wholly-owned indirect subsidiary of, and controlled by, Sempra following the Sempra Acquisition.

In addition, the Sempra Order provides that Oncor’s board cannot be overruled by the board of Sempra or any of its subsidiaries on dividend policy, the issuance of dividends or other distributions (except for contractual tax payments), debt issuance, capital expenditures, operation and maintenance expenditures, management and service fees, and appointment or removal of board members, provided that certain actions may also require the additional approval of the Oncor Holdings board of directors. The Sempra Order also provides that any changes to the size, composition, structure or rights of the board must first be approved by the PUCT. In addition, if Sempra acquires Texas Transmission’s interest in Oncor, the two board positions on Oncor’s board of directors that Texas Transmission is entitled to appoint will be eliminated and the size of Oncor’s board of directors will be reduced by two.

Additional regulatory commitments, governance mechanisms and restrictions provided in the Sempra Order include, among others:

A majority of the disinterested directors of Oncor must approve any annual or multi-year budget if the aggregate amount of capital expenditures or operating and maintenance expenditures in such budget is more than a 10% increase or decrease from the corresponding amounts of such expenditures in the budget for the preceding fiscal year or multi-year period, as applicable;

Oncor will make minimum aggregate capital expenditures equal to at least $7.5 billion over the period from January 1, 2018 through December 31, 2022 (subject to certain possible adjustments);

Sempra was required to make, within 60 days after the Sempra Acquisition, its proportionate share of the aggregate equity investment in Oncor in an amount necessary for Oncor to achieve a capital structure consisting of 57.5% long-term debt to 42.5% equity, as calculated for regulatory purposes, and pursuant to that requirement, Sempra contributed $117 million in cash commensurate with its ownership interest to Oncor on April 23, 2018, as discussed in further detail in Note 9;

Oncor may not pay any dividends or make any other distributions (except for contractual tax payments) if a majority of its disinterested directors determines that it is in the best interests of Oncor to retain such amounts to meet expected future requirements;

At all times, Oncor will remain in compliance with the debt-to-equity ratio established by the PUCT from time to time for ratemaking purposes, and Oncor will not pay dividends or other distributions (except for contractual tax payments), if that payment would cause its debt-to-equity ratio to exceed the debt-to-equity ratio approved by the PUCT;

If the credit rating on Oncor’s senior secured debt by any of the three major rating agencies falls below BBB (or the equivalent), Oncor will suspend dividends and other distributions (except for contractual tax payments), unless otherwise allowed by the PUCT;

Without the prior approval of the PUCT, neither Sempra nor any of its affiliates (excluding Oncor) will incur, guaranty or pledge assets in respect of any indebtedness that is dependent on the revenues of Oncor in more than a proportionate degree than the other revenues of Sempra or on the stock of Oncor, and there will be no debt at STH or STIH at any time following the closing of the Sempra Acquisition;

Neither Oncor nor Oncor Holdings will lend money to or borrow money from Sempra or any of its affiliates (other than Oncor subsidiaries), or any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings, and neither Oncor nor Oncor Holdings will share credit facilities with Sempra or any of its affiliates (other than Oncor subsidiaries), or any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings;

Oncor will not seek recovery in rates of any expenses or liabilities related to EFH Corp.’s bankruptcy, or (1) any tax liabilities resulting from the Vistra Spin-Off, (2) any asbestos claims relating to non-Oncor operations of EFH Corp. or (3) any make-whole claims by holders of debt securities issued by EFH Corp. or EFIH, and Sempra was required to file with the PUCT a plan providing for the extinguishment of the liabilities described in items (1) through (3) above, which protects Oncor from any harm (which plan was filed with the PUCT on April 6, 2018 in PUCT Docket No. 48119);

There must be maintained certain “separateness measures” that reinforce the financial separation of Oncor from STH and STH’s owners, including a requirement that dealings between Oncor, Oncor Holdings and their subsidiaries with Sempra, any of Sempra’s other affiliates or any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings, must be on an arm’s-length basis, limitations on affiliate transactions, separate recordkeeping requirements and a prohibition on pledging Oncor assets or stock for any entity other than Oncor;

No transaction costs or transition costs related to the Sempra Acquisition (excluding Oncor employee time) will be borne by Oncor’s customers nor included in Oncor’s rates;

Sempra will continue to hold indirectly at least 51% of the ownership interests in Oncor and Oncor Holdings for at least five years following the closing of the Sempra Acquisition, unless otherwise specifically authorized by the PUCT; and

Oncor will provide bill credits to electric delivery rates for ultimate credits to customers in an amount equal to 90% of any interest rate savings achieved due to any improvement in its credit ratings or market spreads compared to those as of June 30, 2017 until final rates are set in the next Oncor base rate case filed after PUCT Docket No. 46957 (except that savings will not be included in credits if already realized in rates); and one year after the Sempra Acquisition, Oncor will provide bill credits to electric delivery rates for inclusion in customer bills equal to 90% of any synergy savings until final rates are set in the next Oncor base rate proceeding after the 2017 rate review (PUCT Docket No. 46957), at which time any total synergy savings shall be reflected in Oncor’s rates. On September 7, 2018, Oncor filed its first semi-annual interest rate savings compliance report with the PUCT and began accruing a bill credit upon the issuance of its new debt in August 2018.

Oncor’s Operations

Performance Indicators — We achieved or exceeded market performance protocols in 11 out of 14 PUCT market metrics in 2018. These metrics measure the success of transmission and distribution companies in facilitating customer transactions in the competitive Texas electricity market.

Investing in Infrastructure and Technology— In 2018, we invested approximately $1.8 billion in our network to upgrade the transmission system and associated facilities, to extend the distribution infrastructure and to pursue certain initiatives in infrastructure maintenance and information technology.

Electricity Transmission — Our electricity transmission business is responsible for the safe and reliable operations of our transmission network and substations. These responsibilities consist of the construction and maintenance of transmission facilities and substations and the monitoring, controlling and dispatching of high-voltage electricity over our transmission facilities in coordination with ERCOT.

We are a member of ERCOT, and our transmission business actively assists the operations of ERCOT and market participants. Through our transmission business, we participate with ERCOT and other member utilities to plan, design, construct and operate new transmission lines, with regulatory approval, necessary to maintain reliability, interconnect to merchant generation facilities, increase bulk power transfer capability and minimize limitations and constraints on the ERCOT transmission grid.

Transmission revenues are provided under tariffs approved by either the PUCT or, to a small degree related to limited interconnections to other markets, the FERC. Network transmission revenues compensate us for delivery of electricity over transmission facilities operating at 60 kV and above. Other services we offer through our transmission business include system impact studies, facilities studies, transformation service and maintenance of transformer equipment, substations and transmission lines owned by other parties.

PURA allows us to update our transmission rates periodically through a TCOS filing to reflect changes in invested capital. This “capital tracker” provision encourages investment in the transmission system to help ensure reliability and efficiency by allowing for timely recovery of and return on new transmission investments.

At December 31, 2018, our transmission facilities included:

16,123 miles of transmission lines:

5,921 circuit miles of 345kV transmission lines,

10,202 circuit miles of 138kV and 69kV transmission lines,

75 generation facilities totaling 36,918 MW were directly connected to our transmission system, and

306 transmission stations and 740 distribution substations were served from our transmission system.

At December 31, 2018, our transmission facilities had the following connections to other transmission grids in Texas:


	Number of Interconnected Lines
Grid Connections	345kV	138kV	69kV
Brazos Electric Power Cooperative, Inc.	8	114	29
Rayburn Country Electric Cooperative, Inc.	-	41	6
Lower Colorado River Authority	9	27	3
Texas New Mexico Power	4	12	13
Tex-La Electric Cooperative of Texas, Inc.	-	13	1
American Electric Power Company, Inc. (a)	4	8	10
Texas Municipal Power Agency	7	6	-
Lone Star Transmission	12	-	-
Centerpoint Energy Inc.	8	-	-
Sharyland Utilities, L.P.	14	13	-
Other small systems operating wholly within Texas	8	12	3

_______________

(a)

One of the 345-kV lines is an asynchronous high-voltage direct current connection with the Southwest Power Pool.

Electricity Distribution — Our electricity distribution business is responsible for the overall safe and efficient operation of distribution facilities, including electricity delivery, power quality and system reliability. These responsibilities consist of the ownership, management, construction, maintenance and operation of the distribution system within our certificated service area. Our distribution system receives electricity from the transmission system through substations and distributes electricity to end-users and wholesale customers through 3,562 distribution feeders.

Our distribution system included:

121,068 miles of distribution lines:

90,292 miles of overhead lines, and

30,776 miles of underground lines,

3.621 million points of delivery at December 31, 2018,

71,000 approximate number of points of delivery added in 2018,

2.12% average growth (1.79% excluding the Sharyland Asset Exchange discussed below) per year over the past five years in the number of distribution system points of delivery we serve, excluding lighting sites.

Distribution revenues from residential and small business users are based on actual monthly consumption (kWh), and, depending on size and annual load factor, revenues from large commercial and industrial users are based either on actual monthly demand (kilowatts) or the greater of actual monthly demand (kilowatts) or 80% of peak monthly demand during the prior eleven months.

The PUCT allows utilities to file DCRF applications, under certain circumstances, once per year and up to four rate adjustments between comprehensive base rate proceedings to recover distribution-related investments on an interim basis.

Customers — Our transmission customers consist of municipalities, electric cooperatives and other distribution companies. Our distribution customers consist of approximately 90 REPs and certain electric cooperatives in our certificated service area. Revenues from REP subsidiaries of Vistra and NRG Energy, Inc. represented 23% and 19% of our total operating revenues in 2018, respectively. No other customer represented more than 10% of our total operating revenues. The consumers of the electricity we deliver are free to choose their electricity supplier from REPs who compete for their business.

Competition — Oncor operates in certificated areas designated by the PUCT. The majority of Oncor’s service territory is single certificated, with Oncor as the only certificated transmission and distribution provider. However, in multi-certificated areas of Texas, Oncor competes with certain utilities and rural electric cooperatives for the right to serve end-use customers.

Seasonality — Our revenues and results of operations are subject to seasonality, weather conditions and other electricity usage drivers, with revenues being highest in the summer.

Regulation and Rates — As our operations are wholly within Texas, we believe we are not a public utility as defined in the Federal Power Act and, as a result, we are not subject to general regulation under this act. However, we are subject to reliability standards adopted and enforced by the Texas RE and the NERC (including critical infrastructure protection) under the Federal Power Act. See Item “1A. Risk Factors – We are subject to mandatory reliability standards and periodic audits of our compliance with those standards. Efforts to comply with those standards could subject us to higher operating costs and/or increased capital expenditures, and non-compliance with applicable standards could subject us to penalties that could have a material effect on our business.”

The PUCT has original jurisdiction over transmission and distribution rates and services in unincorporated areas and in those municipalities that have ceded original jurisdiction to the PUCT and has exclusive appellate jurisdiction to review the rate and service orders and ordinances of municipalities. Generally, PURA prohibits the collection of any rates or charges by a public utility (as defined by PURA) that does not have the prior approval of the appropriate regulatory authority (i.e., the PUCT or the municipality with original jurisdiction).

At the state level, PURA requires owners or operators of transmission facilities to provide open-access wholesale transmission services to third parties at rates and terms that are nondiscriminatory and comparable to the rates and terms of the utility’s own use of its system. The PUCT has adopted rules implementing the state open-access requirements for all utilities that are subject to the PUCT’s jurisdiction over transmission services, including us.

Securitization Bonds — Our 2016 and prior consolidated financial statements and selected financial data include our former wholly-owned, bankruptcy-remote financing subsidiary, Bondco. This financing subsidiary was organized for the limited purpose of issuing certain transition bonds in 2003 and 2004. Bondco issued $1.3 billion principal amount of transition bonds to recover generation-related regulatory asset stranded costs and other qualified costs under an order issued by the PUCT in 2002. The 2003 Series transition bonds matured and were paid in full in 2015 and the 2004 Series

transition bonds matured and were paid in full in May 2016. Final true-up proceedings and refunds of over-collected transition charges for the transition bonds were conducted by Oncor and the PUCT during 2016 and had no material net income impact. Bondco was dissolved effective December 29, 2016.

Environmental Regulations and Related Considerations — The TCEQ and the EPA have jurisdiction over water discharges (including storm water) from facilities in Texas. We believe our facilities are presently in material compliance with applicable state and federal requirements relating to discharge of pollutants into the water. We believe we hold all required waste water discharge permits from the TCEQ for facilities in operation and have applied for or obtained necessary permits for facilities under construction. We also believe we can satisfy the requirements necessary to obtain any required permits or renewals. There are also federal rules pertaining to Spill Prevention, Control and Countermeasure (SPCC) plans for oil-filled electrical equipment and bulk storage facilities for oil that affect certain of our facilities. We have implemented SPCC plans as required for those substations, work centers and distribution systems, and believe we are currently in material compliance with these rules.

Treatment, storage and disposal of solid waste and hazardous waste are regulated at the state level under the Texas Solid Waste Disposal Act and at the federal level under the Resource Conservation and Recovery Act of 1976, as amended, and the Toxic Substances Control Act. The EPA has issued regulations under the Resource Conservation and Recovery Act of 1976 and the Toxic Substances Control Act, and the TCEQ has issued regulations under the Texas Solid Waste Disposal Act applicable to our facilities. We are in material compliance with applicable solid and hazardous waste regulations.

Our capital expenditures for environmental matters totaled $17 million in 2018 and are expected to total approximately $17 million in 2019.

2017 Rate Review — We filed a rate review in PUCT Docket No. 46957 in March 2017, and the PUCT issued an order in that docket in October 2017 that took effect on November 27, 2017. For a discussion of the impact of the PUCT order on our 2018 results of operations see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Results ─ Year Ended December 31, 2018 Compared to Year Ended December 31, 2017.” Incorporating the new corporate federal income tax rate in our approved rate settlement agreement reduced our annual revenues and our tax expense by approximately $125 million. Other significant findings include a change in our authorized return on equity to 9.8% and a change in our authorized regulatory capital structure to 57.5% debt to 42.5% equity. Our previous authorized return on equity was 10.25% with an authorized regulatory capital structure of 60% debt to 40% equity. See Note 3 to Financial Statements for more information on the PUCT order.

Sharyland Asset Exchange — In July 2017, we entered into the Sharyland Agreement with the Sharyland Entities. Pursuant to that agreement, on November 9, 2017, we exchanged approximately $383 million of our transmission assets, consisting of 517 circuit miles of 345 kV transmission lines, and approximately $25 million in cash for approximately $408 million of the Sharyland Entities’ distribution assets (constituting substantially all of their electricity distribution business) and certain of their transmission assets. The transaction expanded our customer base in west Texas and provides some potential growth opportunities of the distribution network. The transaction for assets between Oncor and the Sharyland Entities was structured to qualify, in part, as a simultaneous tax deferred like kind exchange of assets to the extent that the assets exchanged are of “like kind” (within the meaning of Section 1031 of the Code). The Sharyland Asset Exchange did not have a material effect on our results of operations, financial position or cash flows. See further discussion of the transaction in Note 14 to Financial Statements.

Item 1A. RISK FACTORS

Some important factors in addition to others specifically addressed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” that could have a material negative impact on our operations, financial results and financial condition, or could cause our actual results or outcomes to differ materially from any projected outcome contained in any forward-looking statement in this report, include:

Our business is subject to ongoing complex governmental regulations and legislation that have impacted, and will continue in the future to impact, our business and/or results of operations.

Our business operates in a changing market environment influenced by various state and federal legislative and regulatory initiatives regarding the restructuring of the energy industry. We will need to continually adapt to these changes.

Our business is subject to changes in state and federal laws (including PURA, the Federal Power Act, the Public Utility Regulatory Policies Act of 1978 and the Energy Policy Act of 2005), changing governmental policy, and regulatory actions by the PUCT, and other governmental authorities (including the NERC, the Texas RE, the TCEQ, the FERC and the EPA), and the rules, guidelines and protocols of ERCOT with respect to matters including, but not limited to, market structure and design, construction and operation of transmission and distribution facilities, acquisition, disposal, depreciation and amortization of regulated assets and facilities, recovery of costs and investments, return on invested capital and environmental matters. Changes in, revisions to, or reinterpretations of existing laws and regulations and other regulatory actions may have an adverse effect on our business and/or results of operations and we could be exposed to increased costs to comply with the more stringent requirements or new interpretations and to potential liability for customer refunds, penalties or other amounts.

In addition, if it is determined that we did not comply with applicable statutes, regulations, rules, tariffs or orders and we are ordered to pay a material amount in customer refunds, penalties or other amounts, our financial condition, results of operations and cash flows would be materially adversely affected. For example, under the Energy Policy Act of 2005, the FERC can impose penalties (up to $1 million per day per violation) for failure to comply with mandatory electric reliability standards, including standards to protect the power system against potential disruptions from cyber and physical security breaches. In addition, the PUCT may impose penalties on us if it finds that we violated any law, regulation, PUCT order or other rule or requirement. The PUCT has the authority to impose penalties of up to $25,000 per day per violation.

The Texas Legislature meets every two years and did not meet in 2018. The Texas Legislature convened its regular legislative session in January 2019, which is scheduled to conclude on May 27, 2019. In addition, at any time, the governor of Texas may convene a special session of the Legislature. During any regular or special session, bills may be introduced that if adopted could materially and adversely affect our business and our business prospects.

The rates of our electricity delivery business are subject to regulatory review and may be reduced below current levels, which could adversely impact our financial condition and results of operations.

The rates we charge are regulated by the PUCT and certain cities and are subject to cost-of-service regulation and annual earnings oversight. This regulatory treatment does not provide any assurance as to achievement of earnings levels. Our rates are regulated based on an analysis of our costs and capital structure, as reviewed and approved in a regulatory proceeding. While rate regulation is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital, there can be no assurance that the PUCT will judge all of our costs to have been prudently incurred, that the PUCT will not reduce the amount of invested capital included in the capital structure that our rates are based upon, or that the regulatory process in which rates are determined will always result in rates that will produce full recovery of our costs, including regulatory assets reported in the balance sheet, and the return on invested capital allowed by the PUCT.

Attacks on our infrastructure or other events that disrupt or breach our cyber/data or physical security measures, as well as attacks on our third party vendors, could have an adverse impact on our reputation, disrupt business operations and expose us to significant liabilities including penalties for failure to comply with federal, state or local statutes and regulations, which could have a material effect on our results of operations, liquidity and financial condition.

A breach of cyber/data security measures that impairs our information technology infrastructure or other loss of key technology platforms could disrupt normal business operations and affect our ability to control our transmission and distribution assets, access customer information and limit communication with third parties. In the ordinary course of business we collect and retain sensitive information, including customer information and personal information about employees. We face various cyber and data risks, including malware, computer viruses, unauthorized access attempts, cyber or phishing attacks. While we have controls in place designed to protect our information technology infrastructure and are not aware of any significant breaches to date, any loss of confidential or proprietary data through a breach, including a breach involving one of our third-party vendors, could adversely affect our reputation, expose us to material legal and regulatory claims and fines, require compliance with notification and monitoring regulations, impair our ability to execute on business strategies and/or materially affect our results of operations, liquidity and financial condition.

A physical attack on our transmission and distribution infrastructure could also interfere with normal business operations and affect our ability to control our transmission and distribution assets. While we have security measures in place designed to protect our transmission and distribution system and have not had any significant security breaches, a physical security breach could adversely affect our reputation, expose us to material regulatory penalties and/or materially affect our results of operations, liquidity and financial condition.

We rely on third parties for various services. If these third parties experience cyber attacks, the services they provide us could be disrupted. This disruption could interfere with our ability to perform our obligations to others, which could negatively affect our financial condition and reputation. In addition, the theft, damage, or improper disclosure of sensitive data held by these third parties may subject us to further harm.

Under the Energy Policy Act of 2005, the FERC can impose penalties (up to $1 million per day per violation) for failure to comply with mandatory electric reliability standards, including standards to protect the power system against potential disruptions from cyber and physical security breaches.

We participate in industry groups and discussions with regulators to remain current on emerging threats and mitigating techniques. These groups include, but are not limited to: the U.S. Cyber Emergency Response Team, the National Electric Sector Cyber Security Organization, the Department of Homeland Security, the U.S. Nuclear Regulatory Commission and NERC. We also apply the knowledge gained by continuing to invest in technology, processes, security measures and services to detect, mitigate and protect our assets, both physical and cyber. These investments include upgrades to network architecture and physical security measures, regular intrusion detection monitoring and compliance with emerging industry regulation.

Our capital deployment program may not be executed as planned, which could adversely impact our financial condition and results of operations.

There can be no guarantee that the execution of our capital deployment program for our electricity delivery facilities will be successful, and there can be no assurance that the capital investments we intend to make in connection with our electricity delivery business will produce the desired reductions in cost and improvements to service and reliability. Furthermore, there can be no guarantee that our capital investments will ultimately be recoverable through rates or, if recovered, that they will be recovered on a timely basis. For more information regarding the limitation on recovering the value of investments using rates, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Risks and Challenges” and “– Regulation and Rates.”

Market volatility may impact our business and financial condition in ways that we currently cannot predict.

Because our operations are capital intensive, we expect to rely over the long term on access to financial markets as a significant source of liquidity for capital requirements not satisfied by cash-on-hand, operating cash flows or our revolving credit facility. Considering our construction plans to service our growing customer base and ERCOT needs, it is likely we will incur additional debt. In addition, we may incur additional debt in connection with other investments in infrastructure or technology, such as smart grid systems. Our ability to access the capital or credit markets may be severely restricted at a

time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions. In addition, the cost of debt financing may be materially and adversely impacted by these market conditions. Even if we are able to obtain debt financing, we may be unable to recover in rates some or all of the costs of such debt financing if they exceed our PUCT-approved cost of debt determined in our most recent rate review or subsequent rate reviews. Accordingly, there can be no assurance that the capital and credit markets will continue to be a reliable or acceptable source of short-term or long-term financing for us. Additionally, disruptions in the capital and credit markets could have a broader impact on the economy in general in ways that could lead to reduced electricity usage, which could have a negative impact on our revenues, or have an impact on our customers, counterparties and/or lenders, causing them to fail to meet their obligations to us.

Adverse actions with respect to our credit ratings could negatively affect our ability to access capital.

Our access to capital markets and our cost of debt could be directly affected by our credit ratings. Any adverse action with respect to our credit ratings could generally cause borrowing costs to increase and the potential pool of investors and funding sources to decrease. Our credit ratings are currently higher than those of Sempra, our majority equity investor. If credit rating agencies were to change their views of our independence from Sempra and its affiliates (other than the Oncor Ring-Fenced Entities), our credit ratings would likely decline. Despite our ring-fencing measures, rating agencies have in the past taken, and could in the future take, an adverse action with respect to our credit ratings in response to activities involving financing and liability management activities by our majority equity investor. In the event any such adverse action takes place and causes our borrowing costs to increase, we may not be able to recover such increased costs if they exceed our PUCT-approved cost of debt determined in our most recent rate review or subsequent rate reviews.

Most of our large suppliers and counterparties require an expected level of creditworthiness in order for them to enter into transactions with us. If our credit ratings decline, the costs to operate our business could increase because counterparties could require the posting of collateral in the form of cash-related instruments, or counterparties could decline to do business with us.

We are subject to mandatory service quality and reliability standards. Efforts to comply with those standards could subject us to higher operating costs and/or increased capital expenditures, and non-compliance with applicable standards could subject us to penalties that could have a material effect on our business.

The PUCT has jurisdiction with respect to ensuring the service quality and reliability of the delivery of electricity to retail customers by electric utilities and has established reliability standards that apply to each utility. The FERC has jurisdiction with respect to ensuring the reliability of electric transmission service, including transmission facilities owned by utilities within ERCOT. The FERC has designated the NERC to establish and enforce reliability standards, under FERC oversight, for all owners, operators and users of the bulk power system. The FERC has approved the delegation by NERC of compliance and enforcement authority for reliability in the ERCOT region to the Texas RE.

To maintain compliance with the mandatory reliability standards, we may be subjected to higher operating costs and/or increased capital expenditures. While we expect to recover costs and expenditures from customers through regulated rates, there can be no assurance that the PUCT will approve full recovery of such costs or the timing of any such recovery. In addition, if we were found to be in noncompliance with applicable reliability standards, we could be subject to sanctions, including monetary penalties. Penalties imposed by the PUCT and NERC would not be recoverable from customers through regulated rates.

The PUCT is authorized to impose a penalty of up to $25,000 per violation per day if a utility fails to meet reliability standards. Oncor must report to the PUCT concerning its performance with respect to the applicable reliability standards on an annual basis. We cannot predict the outcome of any such reports or related potential enforcement actions.

Under the Energy Policy Act of 2005, FERC can impose penalties (up to $1 million per day per violation) for failure to comply with reliability standards, which would not be recoverable from customers through regulated rates. We have four registrations with NERC – as a transmission planner, a transmission owner, a transmission operator and distribution provider. As a registered entity, we are subject to periodic audits by the Texas RE of our compliance with reliability standards. These audits will occur as designated by the Texas RE at a minimum of every three years. We cannot predict the outcome of any such audits.

Our revenues are concentrated in a small number of customers and any delay or default in payment could adversely affect our cash flows, financial condition and results of operations.

Our revenues from the distribution of electricity are collected from approximately 90 REPs and certain electric cooperatives in our certificated service area, that sell the electricity we distribute to consumers. Revenues from REP subsidiaries of Vistra represented 23% and 22% of our total operating revenues for the years ended December 31, 2018 and 2017, respectively. Revenues from REP subsidiaries of NRG Energy, Inc., represented 19% and 18% of our total operating revenues for each of the years ended December 31, 2018 and 2017, respectively. Adverse economic conditions, structural problems in the market served by ERCOT or the financial difficulties of one or more other REPs could impair the ability of these REPs to pay for our services or could cause them to delay such payments. We depend on these REPs to timely remit these revenues to us. We could experience delays or defaults in payment from these REPs, which could adversely affect our cash flows, financial condition and results of operations.

In the future, we could have liquidity needs that could be difficult to satisfy under some circumstances, especially in uncertain financial market conditions.

Our operations are capital intensive. We rely on access to financial markets and our revolving credit facility as a significant source of liquidity for capital requirements, including maturities of long-term debt, not satisfied by cash-on-hand or operating cash flows. The inability to raise capital on favorable terms or access liquidity facilities, particularly during times of uncertainty similar to those experienced in the financial markets in 2008 and 2009, could adversely impact our ability to sustain and grow our business and would likely increase capital costs that may not be recoverable through rates. Our access to the financial markets and our revolving credit facility, and the pricing and terms we receive in the financial markets, could be adversely impacted by various factors, such as:

changes in financial markets that reduce available credit or the ability to obtain or renew liquidity facilities on acceptable terms;

economic weakness in the ERCOT market;

changes in interest rates;

a deterioration of our credit or a reduction in our credit ratings;

a deterioration of the credit or insolvency or financial distress of one or more lenders under our revolving credit facility that affects the ability of the lender(s) to make loans to us;

a deterioration of the credit of Sempra or its affiliates or a reduction in the credit ratings of Sempra or its affiliates that is perceived to potentially have an adverse impact on us despite the ring-fencing of the Oncor Ring-Fenced Entities from Sempra and its affiliates;

a material breakdown in our risk management procedures, and

changes that restrict our ability to access our revolving credit facility.

Our primary source of liquidity, aside from operating cash flows, has been our ability to borrow under our revolving credit facility, which also supports our commercial paper program. Because the commercial paper program is supported by our revolving credit facility, commercial paper outstanding is a reduction to the available borrowing capacity. The revolving credit facility contains a debt-to-capital ratio covenant that effectively limits our ability to incur indebtedness in the future. At December 31, 2018, we were in compliance with this covenant. See Note 6 to Financial Statements for further information regarding this covenant and our unsecured revolving credit facility, as well as our commercial paper program.

In 2007, we committed to the PUCT that we would maintain a regulatory capital structure at or below the assumed debt-to-equity ratio established periodically by the PUCT for ratemaking purposes. Until November 27, 2017, that debt-to-equity ratio was 60% debt to 40% equity. In connection with the PUCT Order issued in PUCT Docket No. 46957, that debt-to-equity ratio changed to 57.5% debt to 42.5% equity effective November 27, 2017. The PUCT order required us to record a regulatory liability until the new authorized regulatory capital structure was met to reflect our actual capitalization prior to achieving the authorized capital structure. Our authorized regulatory capital structure was met in May 2018, and therefore we ceased accruing amounts to the capital structure refund regulatory liability at that time. The regulatory liability of $6 million was subsequently returned to customers in September 2018 through the capital structure refund mechanism approved in the PUCT rate review docket. At December 31, 2018, our regulatory capitalization ratio was 57.3% debt to 42.7% equity. Our ability to incur additional long-term debt will be limited by our regulatory capital structure and we are able to issue future long-term debt only to the extent that we will be in compliance therewith.

The costs of providing pension benefits and OPEB and related funding requirements may have a material adverse effect on our financial condition, results of operations and cash flows.

We offer certain pension and health care and life insurance benefits to eligible employees and their eligible dependents upon the retirement of such employees through pension and OPEB plans. Previously, some of these benefits were provided through participation with EFH Corp. and certain of its subsidiaries in plans sponsored by EFH Corp.

We also have liabilities under the Vistra Retirement Plan, a defined benefit pension plan sponsored by EFH Corp. prior to the Vistra Spin-Off and sponsored by a Vistra affiliate after the Vistra Spin-Off. We were previously a member of the same controlled group (within the meaning of ERISA) as EFH Corp. However, following the Vistra Spin-Off, we are no longer a member of the same controlled group as Vistra and its subsidiaries.

Our costs or share of the costs of providing pension and OPEB benefits and related funding requirements are dependent upon numerous factors, assumptions and estimates and are subject to changes in these factors, assumptions and estimates, including the market value of the assets funding the pension and OPEB plans. Benefits costs and related funding requirements are also subject to changing employee demographics (including but not limited to age, compensation levels and years of accredited service), the level of contributions made to retiree plans, expected and actual earnings on plan assets and the discount rates used in determining the projected benefit obligation. Changes made to the provisions of the plans may also impact current and future benefit costs. Fluctuations in actual market returns as well as changes in general interest rates may result in increased or decreased benefit costs in future periods.

See Note 10 to Financial Statements, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Application of Critical Accounting Policies – Defined Benefit Pension Plans and OPEB Plans” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Liquidity and Capital Resources – Pension and OPEB Plans Funding” for further information regarding pension and OPEB funding.

Our ring-fencing measures may not work as planned and a bankruptcy court may nevertheless subject Oncor to the claims of its affiliates’ creditors.

As discussed above, various “ring-fencing” measures have been taken to enhance our credit quality and the separateness between the Oncor Ring-Fenced Entities, Sempra and its affiliates (other than the Oncor Ring-Fenced Entities), and any other direct or indirect owners of Oncor or Oncor Holdings. These enhancements are intended to minimize the risk that a court would order any of the Oncor Ring-Fenced Entities’ assets and liabilities to be substantively consolidated with those of Sempra or any of its affiliates or any other direct or indirect owners of Oncor or Oncor Holdings or their affiliates in connection with a bankruptcy of any such entities. Substantive consolidation is an equitable remedy in bankruptcy that results in the pooling of the assets and liabilities of the debtor and one or more of its affiliates solely for purposes of the bankruptcy case, including for purposes of distributions to creditors and voting on and treatment under a reorganization plan. Bankruptcy courts have broad equitable powers, and as a result, outcomes in bankruptcy proceedings are inherently difficult to predict. To the extent a bankruptcy court were to determine that substantive consolidation is appropriate under the facts and circumstances, then the assets and liabilities of any Oncor Ring-Fenced Entity that is subject to the substantive consolidation order would be available to help satisfy the debt or contractual obligations of the affiliated entity that is a debtor in bankruptcy and subject to the same substantive consolidation order. If any Oncor Ring-Fenced Entity were included in such a substantive consolidation order, the secured creditors of Oncor would retain their liens and priority with respect to Oncor’s assets.

See Note 1 to Financial Statements for additional information on our ring-fencing measures.

Goodwill that we have recorded is subject to at least annual impairment evaluations, and as a result, we could be required to write off some or all of this goodwill, which may adversely impact our financial condition and results of operations.

In accordance with accounting standards, recorded goodwill is not amortized but is reviewed annually or more frequently for impairment, if certain conditions exist, and may be impaired. Any reduction in or impairment of the value of goodwill will result in a charge against earnings, which may adversely impact our reported results of operations and financial condition. See Note 1 to Financial Statements for goodwill impairment assessment and testing.

Our results of operations and financial condition could be negatively impacted by any development or event beyond our control that causes economic weakness in the ERCOT market.

We derive substantially all of our revenues from operations in the ERCOT market, which covers approximately 75% of the geographical area in the State of Texas. As a result, regardless of the state of the economy in areas outside the ERCOT market, economic weakness in the ERCOT market could lead to reduced demand for electricity in the ERCOT market. Such a reduction could have a material negative impact on our results of operations and financial condition.

Disruptions at power generation facilities owned by third parties could interrupt our sales of transmission and distribution services.

The electricity we transmit and distribute to customers of REPs is obtained by the REPs from electricity generation facilities. We do not own or operate any generation facilities. If generation is disrupted or if generation capacity is inadequate, our sales of transmission and distribution services may be diminished or interrupted, and our results of operations, financial condition and cash flows may be adversely affected.

The operation and maintenance of electricity delivery facilities involves significant risks that could adversely affect our results of operations and financial condition.

The operation and maintenance of delivery facilities involves many risks, including equipment breakdown or failure of facilities, lack of sufficient capital to maintain the facilities, impact of unusual or adverse weather conditions or other natural events, as well as the risk of performance below expected levels of efficiency or reliability, the occurrence of any of which could result in lost revenues and/or increased expenses that may not be recoverable through rates. A significant number of our facilities were constructed many years ago. In particular, older transmission and distribution equipment, even if maintained in accordance with good engineering practices, may require significant capital expenditures to keep operating at peak efficiency or reliability. The risk of increased maintenance and capital expenditures arises from damage to facilities due to storms, natural disasters, wars, terrorist acts and other catastrophic events. Further, our ability to successfully and timely complete capital improvements to existing facilities or other capital projects is contingent upon many variables and subject to substantial risks. Should any such efforts be unsuccessful, we could be subject to additional costs that may not be recoverable through rates and/or the write-off of our investment in the project or improvement.

Insurance, warranties or performance guarantees may not cover all or any of the lost revenues or increased expenses that could result from the risks discussed above. Likewise, our ability to obtain insurance, and the cost of and coverage provided by such insurance, could be affected by events outside our control.

Changes in technology or increased conservation efforts may reduce the value of our electricity delivery facilities and may significantly impact our business in other ways as well.

Research and development activities are ongoing to improve existing and alternative technologies to produce and store electricity, including gas turbines, fuel cells, microturbines, photovoltaic (solar) cells and concentrated solar thermal devices and batteries. It is possible that advances in these or other technologies will reduce the costs of electricity production from these technologies to a level that will enable these technologies to compete effectively with traditional generation plants. Changes in technology could also alter the channels through which retail customers buy electricity. To the extent self-generation or storage facilities become a more cost-effective option for certain customers, our revenues could be materially reduced.

Also, electricity demand could be reduced by increased conservation efforts and advances in technology, which could likewise significantly reduce the value of our electricity delivery facilities. Certain regulatory and legislative bodies have introduced or are considering requirements and/or incentives to reduce energy consumption by a fixed date. Effective energy conservation by our customers could result in reduced energy demand, or significantly slow the growth in demand. Such reduction in demand could materially reduce our revenues.

We are dependent upon a limited number of suppliers and service providers for certain of our operations. If any of these suppliers or service providers failed or became unable to perform on their agreements with us, it could disrupt our business and have an adverse effect on our cash flows, financial condition and results of operations.

We rely on suppliers and service providers to provide us with certain specialized materials and services, including materials and services for power line maintenance, repair and construction, our AMS, information technology and customer operations. The financial condition of our suppliers and service providers may be adversely affected by general economic conditions, such as credit risk and turbulent macroeconomic events. Because many of the tasks of these suppliers and service providers require specialized electric industry knowledge and equipment, if any of these parties fail to perform, go out of business or otherwise become unable to perform, we may not be able to transition to substitute suppliers or service providers in a timely manner. This could delay our construction and improvement projects, increase our costs and disrupt our operations, which could negatively impact our business and reputation. In addition, we could be subject to fines or penalties in the event a delay resulted in a violation of a PUCT or other regulatory order.

Our revenues and results of operations are seasonal.

A significant portion of our revenues is derived from rates that we collect from REPs based on the amount of electricity we distribute on behalf of such REPs. Sales of electricity to residential and commercial customers are influenced by temperature fluctuations. Thus, our revenues and results of operations are subject to seasonality, weather conditions and other electricity usage drivers, with revenues being highest in the summer.

The litigation environment in which we operate poses a significant risk to our business.

We are involved in the ordinary course of business in a number of lawsuits involving employment, commercial and environmental issues and other claims for injuries and damages, among other matters. Judges and juries in the State of Texas have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage and business tort cases. We use appropriate means to contest litigation threatened or filed against us, but the litigation environment in the State of Texas poses a significant business risk.

The loss of the services of our key management and personnel could adversely affect our ability to operate our business.

Our future success will depend on our ability to continue to attract and retain highly qualified personnel. We compete for such personnel with many other companies, in and outside our industry, government entities and other organizations. We may not be successful in retaining our current personnel or in hiring or retaining qualified personnel in the future. Our failure to attract new personnel or retain our existing personnel could have a material adverse effect on our business.

The InfraREIT Acquisition is subject to various closing conditions, including the receipt of governmental and regulatory approvals that may delay the transaction or result in the imposition of conditions that could cause the parties to abandon the transaction or be onerous to Oncor. Even if the InfraREIT Acquisition is consummated, we may not be able to integrate the business of InfraREIT successfully with our own or realize the anticipated benefits of the acquisition.

On October 18, 2018, we entered into a definitive agreement to acquire InfraREIT and its subsidiary, InfraREIT Partners. Consummation of the acquisition is subject to customary conditions to closing, including the receipt of required governmental and regulatory approvals that may delay the transaction or result in the imposition of conditions that could cause the parties to abandon the transaction or be onerous to Oncor. If any condition to the closing of the acquisition is not satisfied or waived, the acquisition will not be completed. We and InfraREIT may also terminate the InfraREIT Merger Agreement under certain circumstances. Any or all of the preceding could jeopardize our ability to consummate the acquisition on the already negotiated terms. To the extent the InfraREIT Acquisition is not completed for any reason, we would have devoted substantial resources and management attention to the transaction without realizing the accompanying benefits expected by our management.

The InfraREIT Acquisition involves the combination of two companies that currently operate as independent companies. If the InfraREIT Acquisition is consummated, we would expect to be required to devote significant management attention and resources to integrating our business practices with those of InfraREIT. We may encounter difficulties in the integration process that could have an adverse impact on Oncor, and any potential cost savings and any other potential synergies from the transaction may not be fully realized or may take longer to realize than expected.

Item 1B.UNRESOLVED STAFF COMMENTS

None.

Item 3.LEGAL PROCEEDINGS

We are involved in various legal and administrative proceedings in the normal course of business the ultimate resolution of which, in the opinion of management, should not have a material effect on our financial position, results of operations or cash flows. See Notes 3 and 8 to Financial Statements for additional information concerning our legal and regulatory proceedings.

Item 4.MINE SAFETY DISCLOSURES

Not applicable

PART II

Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED EQUITY HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

At December 31, 2018, 80.25% of our outstanding membership interests was held by Oncor Holdings which is indirectly wholly owned by Sempra and 19.75% was held by Texas Transmission. None of the membership interests are publicly traded, and none were issued by Oncor in 2018. Sempra acquired indirect ownership of Oncor Holdings on March 9, 2018 as a result of the Sempra Acquisition. Also on March 9, 2018, Oncor Holdings acquired from Investment LLC the 0.22% of Oncor’s outstanding equity interests then held by Investment LLC. See Note 2 to Financial Statements for more information on these transactions.

See Note 9 to Financial Statements for a description of cash distributions and contributions between us and members.

Item 6.SELECTED FINANCIAL DATA


	At December 31,
	2018		2017		2016		2015		2014
	(millions of dollars, except ratios)

Total assets (a)	$	22,752	$	22,120	$	20,811	$	19,287	$	19,029
Property, plant & equipment ─ net		16,090		14,879		13,829		13,024		12,463
Goodwill		4,064		4,064		4,064		4,064		4,064
Capitalization:
Long-term debt, less amounts due currently (a)	$	5,835	$	5,567	$	5,515	$	5,646	$	4,964
Membership interests		8,460		7,903		7,711		7,508		7,518
Total	$	14,295	$	13,470	$	13,226	$	13,154	$	12,482
Capitalization ratios (b):
Long-term debt, less amounts due currently (a)		40.8%		41.3%		41.7%		42.9%		39.8%
Membership interests (a)		59.2%		58.7%		58.3%		57.1%		60.2%
Total		100.0%		100.0%		100.0%		100.0%		100.0%

_______________

(a)

Certain of the financial information at December 31, 2014 has been restated to reflect the application of Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs.

(b)

For purposes of reporting to the PUCT, the regulatory capitalization ratio at December 31, 2018 was 57.3% debt to 42.7% equity. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ― Financial Condition ― Available Liquidity/Credit Facility” and Note 9 to Financial Statements for additional information regarding regulatory capitalization ratios.


	Year Ended December 31,
	2018		2017		2016		2015		2014
	(millions of dollars, except ratios)

Operating revenues	$	4,101	$	3,958	$	3,920	$	3,878	$	3,822
Net income	$	545	$	419	$	431	$	432	$	450
Capital expenditures	$	1,767	$	1,631	$	1,352	$	1,154	$	1,107
Embedded interest cost on long-term debt ─ end of period (a)		5.1%		5.5%		5.6%		5.8%		6.2%

_______________

(a)

Represents the annual interest and amortization of any discounts, premiums, issuance costs (including the effects of interest rate hedges) and any deferred gains/losses on reacquisitions divided by the carrying value of the debt plus or minus the unamortized balance of any discounts, premiums, issuance costs (including the effects of interest rate hedges) and gains/losses on reacquisitions at the end of the year.

Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the fiscal years ended December 31, 2018, 2017 and 2016 should be read in conjunction with Selected Financial Data and our audited consolidated financial statements and the notes to those statements.

All dollar amounts in the tables in the following discussion and analysis are stated in millions of U.S. dollars unless otherwise indicated.

BUSINESS

We are a regulated electricity transmission and distribution company principally engaged in providing delivery services to REPs that sell power in the north-central, eastern and western parts of Texas. We are a majority-owned subsidiary of Oncor Holdings, which is indirectly wholly owned by Sempra. Oncor Holdings owns 80.25% of our outstanding membership interests and Texas Transmission owns 19.75% of our outstanding membership interests. We are managed as an integrated business; consequently, there are no separate reportable business segments.

Various “ring-fencing” measures have been taken to enhance our credit quality and the separateness between the Oncor Ring-Fenced Entities, Sempra and its affiliates (other than the Oncor Ring-Fenced Entities), and any other entities with a direct or indirect ownership interest in Oncor or Oncor Holdings. These measures serve to mitigate the Oncor Ring-Fenced Entities’ credit exposure to Sempra and its affiliates and any other direct or indirect owners of Oncor and Oncor Holdings, and to reduce the risk that the assets and liabilities of Oncor Ring-Fenced Entities would be substantively consolidated with the assets and liabilities of any Sempra entity or any other direct or indirect owners of Oncor and Oncor Holdings in connection with a bankruptcy of any such entities. Such measures include, among other things: the 19.75% equity interest held by Texas Transmission; maintenance of separate books and records for the Oncor Ring-Fenced Entities; and our board of directors being comprised of a majority of directors who meet certain independent/disinterested director standards. As a result, none of the assets of the Oncor Ring-Fenced Entities are available to satisfy the debt or obligations of any Sempra entity or any other direct or indirect owner of Oncor or Oncor Holdings. The assets and liabilities of the Oncor Ring-Fenced Entities are separate and distinct from those of any Sempra entities and any other direct or indirect owner of Oncor or Oncor Holdings. We do not bear any liability for debt or contractual obligations of Sempra and its affiliates or any other direct or indirect owner of Oncor or Oncor Holdings, and vice versa. Accordingly, our operations are conducted, and our cash flows are managed, independently from Sempra and its affiliates and any other direct or indirect owner of Oncor or Oncor Holdings. For more information on the ring-fencing measures, see “Items 1 and 2. Business and Properties – EFH Bankruptcy Proceedings and Sempra Acquisition.”

Significant Activities and Events

EFH Bankruptcy Proceedings and Sempra Acquisition — In April 2014, EFH Corp. and the substantial majority of its direct and indirect subsidiaries at the time, including EFIH, EFCH and TCEH, commenced proceedings under Chapter 11 of the U.S. Bankruptcy Code. The Oncor Ring-Fenced Entities were not parties to the EFH Bankruptcy Proceedings. In connection with the plans of reorganization in the EFH Bankruptcy Proceedings, on March 9, 2018, the Sempra Acquisition was completed. See Note 2 to Financial Statements for further information.

Pending InfraREIT Acquisition — On October 18, 2018, we entered into the InfraREIT Merger Agreement, pursuant to which we plan to acquire all of the equity interests of InfraREIT and its subsidiary, InfraREIT Partners, subject to certain conditions. The InfraREIT Acquisition will occur through the merger of InfraREIT with and into a newly formed wholly-owned subsidiary of Oncor, followed by the merger of another newly formed wholly-owned subsidiary of Oncor with and into InfraREIT Partners. InfraREIT’s stockholders and the limited partners of InfraREIT Partners will receive $21.00 in cash per share of common stock or limited partnership unit, as applicable. Total purchase price based on the number of shares and partnership units of InfraREIT and InfraREIT Partners currently outstanding is approximately $1.275 billion, plus we will bear certain transaction costs incurred by InfraREIT (including a management agreement termination fee of approximately $40.5 million that InfraREIT has agreed to pay Hunt Consolidated, Inc. at closing). The acquisition also includes InfraREIT’s outstanding debt, which totaled approximately $945 million at September 30, 2018. See Note 14 to Financial Statements for more information.

Debt-Related Activity — In August 2018, we issued $800 million aggregate principal amount of senior secured notes. In November 2018, we issued $318 million aggregate principal amount of 5.75% Senior Secured Notes due 2029 in exchange for a like principal amount of our outstanding 7% Debentures due 2022. Repayments of long-term debt during 2018 consisted of $275 million aggregate principal amount of the previous term loan credit agreement and $550 million aggregate principal amount of senior secured notes. In December 2018, we executed a $350 million term loan credit agreement that matures on December 9, 2019, and may be extended at our option for an additional six months. See Note 7 to Financial Statements for additional information regarding long-term debt.

In March 2018, we established the commercial paper program (CP Program), under which we may issue unsecured commercial paper notes on a private placement basis up to a maximum aggregate amount outstanding at any time of $2.0 billion. See Note 6 to Financial Statements for additional information regarding the CP Program.

Tax Cuts and Jobs Act (TCJA) – On December 22, 2017, the TCJA was signed into law. Substantially all of the provisions of the TCJA are effective for our taxable years beginning January 1, 2018. The TCJA includes significant changes to the Code, including amendments that significantly change the taxation of business entities, and includes specific provisions related to regulated public utilities such as Oncor. The most significant TCJA change that impacts us is the reduction in the corporate federal income tax rate from 35% to 21%. The specific provisions related to regulated public utilities in the TCJA applicable to us include the continued deductibility of interest expense, the elimination of bonus depreciation on certain property acquired after September 27, 2017 and certain rate normalization requirements for accelerated depreciation benefits. Changes in the Code from the TCJA had a material impact on our financial statements in 2017. See Notes 3 and 5 to Financial Statements for information regarding impacts of the TCJA.

Matters with the PUCT — See discussion of significant PUCT matters, including our 2017 rate review and the Sharyland Asset Exchange, below under “Regulation and Rates.”

KEY RISKS AND CHALLENGES

Following is a discussion of key risks and challenges facing management and the initiatives currently underway to manage such challenges. For additional information concerning risk factors related to our business, see “Item 1A. Risk Factors” in this report.

Rates and Cost Recovery

Our rates are regulated by the PUCT and certain cities and are subject to regulatory rate-setting processes and annual earnings oversight. This regulatory treatment does not provide any assurance as to achievement of earnings levels. Our rates are regulated based on an analysis of our costs and capital structure, as reviewed and approved in a regulatory proceeding. Rate regulation is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital. However, there is no assurance that the PUCT will judge all of our costs to have been prudently incurred, that the PUCT will not reduce the amount of invested capital included in the capital structure that our rates are based upon, that the regulatory process in which rates are determined will always result in rates that produce full recovery of our costs or that our authorized return on equity will not be reduced. See “Regulation and Rates” below for further information, including a discussion of our 2017 rate review.

Capital Availability and Cost

Our access to capital markets and cost of debt could be directly affected by our credit ratings. Any adverse action with respect to our credit ratings could generally cause borrowing costs to increase and the potential pool of investors and funding sources to decrease. Our credit ratings are currently higher than those of Sempra. If credit rating agencies were to change their views of our independence from Sempra and its affiliates (other than the Oncor Ring-Fenced Entities), our credit ratings could decline. We believe this risk is substantially mitigated by the ring-fencing measures as described in Notes 1 and 2 to Financial Statements. See “Risk Factors—Adverse actions with respect to our credit ratings could negatively affect our ability to access capital”, and “In the future, we could have liquidity needs that could be difficult to satisfy under some circumstances, especially in uncertain financial market conditions.”

Technology Risks

Technology risks include the risk of interrupted and/or degraded business operations due to the loss of key technology platforms. Risks to our key technology platforms include nonperformance by equipment and service providers, failure of the technology to meet performance expectations and inadequate cost recovery allowances by regulatory authorities. We continue to implement measures to mitigate these risks, including business continuity and disaster recovery plans, but there can be no assurance that these measures will achieve the operational and financial objectives.

Cyber Security and Infrastructure Protection Risk

A breach of our cyber/data or physical security measures that impairs our information technology infrastructure or transmission and distribution infrastructure could disrupt normal business operations, affect our ability to control our transmission and distribution system, expose us to material regulatory claims and limit communication with third parties. Any loss of confidential or proprietary data through a cyber/data breach, including a breach involving one of our third-party vendors, could also materially affect our reputation, expose the company to legal claims and fines or impair our ability to execute on business strategies. If third parties in our supply chain experience cyber attacks, the services they provide us could be disrupted. This disruption could interfere with our ability to perform our obligations to others, which could negatively affect our financial condition and reputation. In addition, the theft, damage, or improper disclosure of sensitive data held by these third parties may subject us to further harm. We participate in industry groups and with regulators to remain current on emerging threats and mitigating techniques. While we have not experienced any security breach with a significant operational, reputational or financial impact, we recognize the growing threat within our industry and are proactively taking steps to continuously improve our technology, security measures, processes and services to detect, mitigate and protect our assets, both physical and cyber.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are discussed in Note 1 to Financial Statements. We prepare our financial statements in accordance with GAAP governing rate-regulated operations. Application of these accounting policies in the preparation of our consolidated financial statements requires management to make estimates and assumptions about future events that affect the reporting of assets and liabilities at the balance sheet dates and revenues and expenses during the periods covered. The following is a summary of certain critical accounting policies that are impacted by judgments and uncertainties and under which different amounts might be reported using different assumptions or estimation methodologies.

Accounting for the Effects of Income Taxes

Our tax sharing agreement with Oncor Holdings, Texas Transmission and STH (as successor to EFH Corp) provides for the calculation of amounts related to income taxes for each of Oncor Holdings and Oncor substantially as if these entities were taxed as corporations and requires payments to the members determined on that basis (without duplication for any income taxes paid by a subsidiary of Oncor Holdings).

We are a partnership for U.S. federal income tax purposes and remain a partnership for U.S. federal income tax purposes after the closing of the Sempra Acquisition. Accordingly, while partnerships are not subject to income taxes, in consideration of the presentation of our financial statements as an entity subject to cost-based regulatory rate-setting processes with such costs historically including income taxes and the tax sharing agreement, the financial statements present amounts determined under the tax sharing agreement as “provision in lieu of income taxes” and “liability in lieu of deferred income taxes”. Such amounts are determined in accordance with the provisions of the accounting guidance for income taxes and accounting standards that provide interpretive guidance for accounting for uncertain tax positions and thus differences between the book and tax bases of assets and liabilities are accounted for as if we were a stand-alone corporation. In the event such amounts are not paid under the tax sharing agreement, it is probable that this regulatory liability will continue to be included in Oncor’s rate setting processes.

Recording such provision in lieu of income tax amounts involves significant management estimates and judgments, including judgments and estimates of the timing and probability of recognition of income and deductions by taxing authorities. In assessing the likelihood of realization of assets related to income taxes, management considers estimates of the amount and character of future taxable income. Actual amounts related to income taxes could vary from estimated amounts due to the future impacts of various items, including changes in income tax laws, our forecasted financial condition and results of operations in future periods, as well as final review of filed tax returns by taxing authorities. Our and STH’s income tax returns are regularly subject to examination by applicable tax authorities. In management’s opinion, any liability recorded pursuant to income tax accounting guidance related to uncertain tax positions reflects future amounts that may be owed as a result of any examination.

Amounts payable to and receivable from members related to income taxes on our balance sheet reflect our tax provision net of quarterly estimated tax payments required by the tax sharing agreement that are trued up the following year when the annual tax return is filed.

See Notes 1 and 5 to Financial Statements for additional information.

Regulatory Assets and Liabilities

We are subject to rate regulation and our financial statements reflect regulatory assets and liabilities in accordance with GAAP related to the effect of certain types of regulation. Regulatory assets and liabilities represent probable future revenues that will be recovered from or refunded to customers through the ratemaking process based on PURA and/or the PUCT’s orders, precedents or substantive rules. Rate regulation is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital subject to PUCT review for reasonableness and prudence and possible disallowance. Regulatory decisions can have an impact on the recovery of costs, the rate earned on invested capital and the timing and amount of assets to be recovered by rates. See Note 3 to Financial Statements for more information regarding regulatory assets and liabilities.

Impairment of Long-Lived Assets and Goodwill

We also evaluate goodwill for impairment annually and whenever events or changes in circumstances indicate that an impairment may exist. The determination of the existence of these and other indications of impairment involves judgments that are subjective in nature and may require the use of estimates in forecasting future results and cash flows. Beginning in 2018, we elected to change our annual goodwill assessment date from December 1 to October 1 to correspond with the assessment date of our new majority owner. We do not believe this change in the assessment date is a material change.

If at the assessment date our carrying value exceeds our estimated fair value (enterprise value), then the estimated enterprise value is compared to the estimated fair values of our operating assets (including identifiable intangible assets) and liabilities at the assessment date. The resultant implied goodwill amount is compared to the recorded goodwill amount. Any excess of the recorded goodwill amount over the implied goodwill amount is written off as an impairment charge.

In October 2018, December 2017 and 2016, we concluded, based on a qualitative assessment, that our estimated enterprise fair value was more likely than not greater than our carrying value. As a result, no additional testing for impairment was required and no impairments were recognized in 2018, 2017 or 2016.

Defined Benefit Pension Plans and OPEB Plans

We offer certain pension, health care and life insurance benefits to eligible employees (and certain eligible former employees of EFH Corp./Vistra whose service was partially assigned to Oncor in connection with the deregulation and disaggregation of EFH Corp.’s electric utility business in 2002) and their eligible dependents upon the retirement of such employees as we discuss in Note 10 to Financial Statements. We are authorized to establish a regulatory asset or liability for the difference between the amounts of pension and OPEB costs reflected in our PUCT-approved billing rates and the actual amounts that would otherwise have been recorded as charges or credits to earnings related to recoverable service.

Accordingly, we recognize (principally as a regulatory asset or property) additional pension and OPEB costs consistent with PURA. Amounts deferred are ultimately subject to regulatory approval.

Benefit costs are impacted by actual and actuarial estimates of employee demographics (including but not limited to age, compensation levels and years of accredited service), future health care costs, the level of contributions made to retiree plans, expected and actual earnings on plan assets and the discount rates used in determining the projected benefit obligation. Actuarial assumptions are reviewed and updated annually based on current economic conditions and trends. Changes made to the provisions of the plans may also impact current and future benefit costs. Fluctuations in actual equity market returns as well as changes in general interest rates may result in increased or decreased benefit costs in future periods.

In accordance with accounting rules, changes in benefit obligations associated with factors discussed above may be immediately recognized as a regulatory asset if related to recoverable service or in other comprehensive income and reclassified as a current cost in future years. As such, significant portions of benefit costs recorded in any period may not reflect the actual level of cash benefits provided to plan participants.

See Note 10 to Financial Statements regarding other disclosures related to pension and OPEB plans obligations.

RESULTS OF OPERATIONS

Operating Data


		Year Ended December 31,
	2018		2017		2016

Operating statistics:
Electric energy volumes (gigawatt-hours):
Residential		46,007		41,483		41,377
Commercial, industrial, small business and other		84,049		76,117		75,045
Total electric energy volumes		130,056		117,600		116,422
Reliability statistics (a)(b):
System Average Interruption Duration Index (SAIDI) (nonstorm)		90.2		89.7		95.0
System Average Interruption Frequency Index (SAIFI) (nonstorm)		1.3		1.4		1.4
Customer Average Interruption Duration Index (CAIDI) (nonstorm)		69.2		62.1		66.0
Electricity points of delivery (end of period and in thousands):
Electricity distribution points of delivery (based on number of active meters)		3,621		3,551		3,435

	Year Ended December 31,
	2018		2017		2016
Operating revenues:
Revenues contributing to earnings:
Distribution base revenues (c)	$	2,139	$	1,877	$	1,832
Transmission base revenues (TCOS revenues)
Billed to third-party wholesale customers		548		608		581
Billed to REPs serving Oncor distribution customers, through TCRF		310		332		328
Total transmission base revenues		858		940		909
AMS surcharge and other miscellaneous revenues (c)		71		166		208
Total revenues contributing to earnings		3,068		2,983		2,949

Revenues collected for pass-through expenses:
TCRF - third-party wholesale transmission service		962		928		893
EECRF and other regulatory charges		71		47		78
Total revenues collected for pass-through expenses		1,033		975		971

Total operating revenues	$	4,101	$	3,958	$	3,920

________________

(a) SAIDI is the average number of minutes electric service is interrupted per consumer in a year. SAIFI is the average number of electric service interruptions per consumer in a year. CAIDI is the average duration in minutes per electric service interruption in a year.

(b) Excludes impacts of the Sharyland Asset Exchange.

(c)The separate reconcilable AMS surcharge ceased on November 27, 2017 and AMS-related expenses and returns became recoverable through distribution base revenues.

Financial Results ─ Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Total operating revenues increased $143 million, or 4%, to $4.101 billion in 2018. Revenue is billed under tariffs approved by the PUCT.

Revenues that contribute to earnings increased $85 million during 2018. The change reflected the following components:

An Increase in Distribution Base Revenues — Distribution base rates are set periodically in a rate review docket initiated by either us or the PUCT. The PUCT allows utilities to file, under certain circumstances, once per year and up to four rate adjustments between comprehensive base rate proceedings to recover distribution investments and certain other related costs on an interim basis (DCRF). We filed our first DCRF in April 2018 requesting a $19 million increase in annual distribution revenues. In June 2018, Oncor filed an unopposed stipulation that reduced the annual distribution revenue increase from $19 million to $15 million. The PUCT approved the stipulation in August 2018 and the distribution tariffs became effective September 1, 2018. The $262 million increase in distribution base rate revenues primarily reflects:

$111 million higher authorized revenues resulting from the 2017 rate review, net of the TCJA federal income tax rate reduction of $75 million, including approximately $93 million that previously would have been collected in the AMS surcharge, as described below,

$83 million due to growth in points of delivery including the Sharyland Asset Exchange, and

$68 million increase driven by weather conditions.

A Decrease in Transmission Base Revenues — Transmission base revenues (or TCOS revenues) are collected from load serving entities benefitting from our transmission system. REPs serving customers in our service territory are billed through the TCRF mechanism discussed below, while other load serving entities are billed directly. In order to reflect changes in our invested transmission capital, PUCT rules allow us to update our TCOS rates by filing up to two interim TCOS rate adjustments in a calendar year. The $82 million decrease in TCOS revenues for 2018 compared to 2017 reflects a $76 reduction due to the rate decrease from the 2017 rate review proceeding, including the impact of the Sharyland Asset Exchange and $48 million TCJA federal income tax rate reduction and a $10 million reduction due to amortization of excess deferred federal income taxes beginning July 1, 2018, partially offset by the impact of our two interim 2018 TCOS rate adjustments. See TCOS Filings Table below for a listing of Transmission Interim Rate Update Applications and anticipated impacts on revenues for the years ended December 31, 2018 and 2017, as well as filings and the anticipated impact to revenues for the year ending December 31, 2019.

TCOS Filings Table


Docket No.	Filed	Effective	Annual Revenue Impact		Third-Party Wholesale Transmission		Included in TCRF
49160 (a)	January 2019	March 2019	$	19	$	12	$	7
48559 (b)	July 2018	October 2018	$	21	$	13	$	8
48325 (TCJA)	May 2018	July 2018	$	(15)	$	(10)	$	(5)
47988	January 2018	March 2018	$	14	$	9	$	5
46957 (rate review)	March 2017	November 2017	$	(76)	$	(54)	$	(22)
46825	February 2017	March 2017	$	7	$	4	$	3
46210	July 2016	September 2016	$	14	$	9	$	5
44968	July 2015	September 2015	$	21	$	14	$	7

______________

(a)

This application is pending.

(b)

This docket includes a $12 million annual revenue reduction for excess deferred taxes related to the Docket No. 48325 (TCJA) line below.

A Decrease in AMS Surcharge and other miscellaneous revenues — The PUCT previously authorized monthly per customer advanced meter cost recovery factors (AMS surcharge) designed to recover the cost of our initial AMS deployment over an eleven-year period ending in 2019. Pursuant to the PUCT order in our 2017 rate review, the AMS reconcilable surcharge ceased on November 27, 2017 and AMS related expenses and returns

became recoverable through distribution base rates. Under the AMS surcharge we recognized revenues equal to reconcilable expenses plus a return component on our investment. A $95 million decrease in AMS surcharge and other miscellaneous revenues is primarily due to a $93 million shift of AMS revenues to distribution base revenue.

Revenues collected for pass-through expenses include the following components. While changes in these tariffs affect revenues and the timing of cash flows, they do not impact operating income and do not contribute to earnings. These revenues increased $58 million during the year ended December 31, 2018 and the change reflected:

An Increase in TCRF – third-party wholesale transmission service (TCRF Third-Party) — TCRF is a reconcilable distribution rate charged to REPs to recover fees we pay to third-party transmission service providers under their TCOS rates and the retail portion of our own TCOS rate described above. The $34 million increase in our TCRF Third-Party revenue represents the pass-through of an increase in third-party wholesale transmission service expense. At December 31, 2018, $89 million was deferred as over-recovered wholesale transmission service expense (see Note 3 to Financial Statements). PUCT rules require us to update the TCRF component of our retail delivery rates on March 1 and September 1 each year. See TCRF Filings Table below for a listing of TCRF filings and the anticipated impacts to cash flows for the years December 31, 2018 and 2017, as well as filings and the anticipated impacts to cash flows for the year ending December 31, 2019.

TCRF Filings Table


Docket No.	Filed	Effective	Billing Impact for Period Effective Increase (Decrease)
48930	November 2018	March 2019 – August 2019	$	(121)
48408	May 2018	September 2018 – February 2019	$	110
47824	December 2017	March 2018 - August 2018	$	(52)
46957 (rate review)	March 2017	December 2017 - February 2018	$	(28)
47234	June 2017	September 2017 - November 2017	$	39
46616	November 2016	March 2017 – August 2017	$	(86)
46012	May 2016	September 2016 – February 2017	$	163
45406	December 2015	March 2016 – August 2016	$	(64)
44771	May 2015	September 2015 – February 2016	$	47

An Increase in EECRF and Other Regulatory Surcharges — The EECRF is a reconcilable rate designed to recover current energy efficiency program costs and performance bonuses earned by exceeding PUCT targets in prior years and recover or refund any over/under recovery of our costs in prior years. We recognize the performance bonuses in other miscellaneous revenues upon approval by the PUCT. PUCT rules require us to file an annual EECRF tariff update by the first business day in June of each year for implementation on March 1 of the next calendar year. The $24 million net increase includes $18 million from the 2017 rate review order granting recovery of certain municipal franchise fees and $4 million recovery of rate case expenses, which are offset in taxes other than income taxes and in operation and maintenance expense, respectively. See EECRF Filings Table below for a listing of EECRF filings impacting revenues for the years ended December 31, 2018 and 2017, as well as filings that will impact revenues for the year ending December 31, 2019.

EECRF Filings Table


Docket No.	Filed	Effective	Monthly Charge per Residential Customer (a)		Program Costs		Performance Bonus		Under-/ (Over)- Recovery
48421	June 2018	March 2019	$	0.91	$	50	$	7	$	-
47235	June 2017	March 2018	$	0.92	$	50	$	12	$	(6)
46013	June 2016	March 2017	$	0.94	$	49	$	10	$	(4)
44784	June 2015	March 2016	$	1.19	$	61	$	10	$	(4)
42559	May 2014	March 2015	$	1.23	$	50	$	23	$	(5)

__________

(a) Monthly charges are for a residential customer using an assumed 1,200 kWh.

Wholesale transmission service expense increased $33 million, or 4%, to $962 million in 2018 primarily due to higher fees paid to other transmission entities.

Operation and maintenance expense increased $144 million, or 20%, to $875 million in 2018. Operation and maintenance expense increased primarily due to the 2017 rate review order approving an increased level of recovery for employee benefit plans, the self-insurance reserve and rate case expenses of $79 million, higher labor-related costs of $23 million, higher contractor costs of $14 million, higher vegetation management cost of $12 million and higher other costs of $16 million including materials, transportation, telecommunications, energy efficiency program costs and injury and damage claims.

Depreciation and amortization decreased $91 million to $671 million in 2018. The decrease is primarily due to an estimated $143 million decrease in depreciation of property, plant, and equipment primarily as a result of the 2017 rate review, partially offset by an estimated $48 million increase attributable to ongoing investments in property, plant and equipment.

Taxes other than income taxes increased $34 million, or 7%, to $496 million in 2018. The change was primarily due to a $27 million increase in local franchise fees and a $7 million increase in property taxes. The increase in local franchise fees includes $18 million from the 2017 rate review order granting recovery of certain municipal franchise fees consistent with a Texas Supreme Court mandate and is offset in revenues.

Other income and (deductions) – net was unfavorable $38 million in 2018 compared to 2017. The variances are primarily due to a $22 million increase in recoverable employee benefit plan non-service costs and $12 million of costs associated with the Sempra Acquisition. See Note 13 to Financial Statements for more information.

Provision in lieu of income taxes totaled $117 million (including $35 million benefit related to nonoperating income) in 2018 compared to $267 million (including a $1 million expense related to nonoperating income) in 2017.

The U.S. federal statutory income tax rate was lowered by the TCJA to 21% in 2018 from 35% in 2017. In 2018, the effective income tax rate of 17.6% on pretax income differs from the statutory rate primarily due to the amortization of the regulatory liability for excess deferred taxes as a result of the TCJA, partially offset by the effect of the Texas margin tax. In 2017, the effective income tax rate of 38.9% on pretax income differs from the statutory rate primarily due to the effect of the $21 million remeasurement of deferred tax-related assets resulting from the TCJA and the effect of the 2017 Texas margin tax. See Note 5 to Financial Statements for additional information.

Interest expense and related charges increased $9 million, or 3%, to $351 million in 2018. The change was due to a $13 million increase attributable to higher average borrowings reflecting ongoing capital investments and $3 million amortization of higher debt issuance costs, partially offset by a $6 million decrease attributable to lower average interest rates and a $1 million decrease attributable to higher capitalized interest.

Net income was $126 million higher than the prior period driven by the impacts of the 2017 rate review, growth in points of delivery and weather conditions, partially offset by higher operation and maintenance expense and costs associated with the Sempra Acquisition, which are not recoverable.

Financial Results ─ Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

Total operating revenues increased $38 million, or 1%, to $3.958 billion in 2017.

Revenues that contribute to earnings increased $34 million in 2017. The change reflected the following components:

An Increase in Distribution Base Revenues —The $45 million increase in distribution base rate revenues primarily consisted of

$45 million increase due to effect of growth in points of delivery, including $12 million as a result of the Sharyland transaction, and

$26 million increase due to the rate increase that resulted from the 2017 rate review proceeding, including approximately $12 million for AMS related expenses and returns that previously would have been collected in AMS surcharge, partially offset by

$25 million decrease due to lower consumption driven primarily by milder weather.

An Increase in Transmission Base Revenues — The $31 million increase in TCOS revenues reflects interim rate increases to recover ongoing investment, including a return component, in the transmission system, partially offset by a decrease in rates primarily due to the Sharyland Asset Exchange.

A Decrease in AMS surcharge and other miscellaneous revenues — The $42 million decrease in AMS surcharge and other miscellaneous revenues is primarily due to a $12 million shift of AMS revenues to distribution base rates and a $28 million decrease due to lower reconcilable expenses through November 26, 2017 associated with the initial deployment.

Revenues collected for pass-through expenses include the following components. These revenues increased $4 million during 2017 and the change reflected:

An Increase in TCRF — A $35 million increase in TCRF revenue for the pass through of an increase in third-party wholesale transmission expense. At December 31, 2017, $47 million was deferred as over-recovered wholesale transmission service expense (see Note 3 to Financial Statements).

A Decrease in EECRF and other regulatory charges — The $31 million net decrease primarily consisted of

$22 million decrease in revenues related to transition bonds due to the maturity of the 2004 Series transition bonds in May 2016,

$11 million decrease in the EECRF, which is offset in operation and maintenance expense, and

$2 million increase in recovery of municipal franchise fees that are offset in taxes other than income taxes.

Wholesale transmission service expense increased $35 million, or 4%, to $929 million in 2017 primarily due to higher fees paid to other transmission entities.

Operation and maintenance expense increased $5 million, or 1%, to $731 million in 2017. The change included $16 million higher contractor costs and $7 million higher labor related costs, partially offset by $11 million lower energy efficiency costs and $9 million lower advanced meter costs. The decreases in energy efficiency and advanced meter costs were largely offset by corresponding reconcilable rate revenues. Amortization of regulatory assets reported in operation and maintenance expense totaled $53 million and $49 million for the years ended December 31, 2017 and 2016, respectively. The increase in regulatory asset amortization is the result of the 2017 rate review order approving a higher level of amortization related to employee benefit plans and the self-insurance reserve.

Depreciation and amortization decreased $23 million, or 3%, to $762 million in 2017. The decrease reflects $22 million in lower amortization of regulatory assets associated with transition bonds that matured in May 2016 (with an offsetting decrease in revenues), $29 million lower reconcilable AMS depreciation and $10 million in lower depreciation as a result of the 2017 rate order, partially offset by an estimated $36 million increase attributed to ongoing investments in property, plant and equipment.

Taxes other than income taxes increased $11 million, or 2%, to $462 million in 2017. The change was primarily due to a $9 million increase in property taxes and a $2 million increase in local franchise taxes. The increase in local franchise fees is the result of the 2017 rate review order granting recovery of certain municipal franchise fees consistent with the Texas Supreme Court mandate and is offset in revenues. Amortization of regulatory assets reported in taxes other than income taxes totaled $2 million and zero for the years ended December 31, 2017 and 2016, respectively.

Other income and (deductions) – net was unfavorable by $3 million in 2017 compared to 2016. Primary variances included higher recoverable employee benefit plan non-service costs and higher non-recoverable pension and OPEB costs, partially offset by higher earnings on employee benefit plan assets. See Note 13 to Financial Statements for more details.

Provision in lieu of income taxes totaled $267 million (including $1 million expense related to nonoperating income) in 2017 compared to $254 million (including a $15 million benefit related to nonoperating income) in 2016. The effective income tax rate on pretax income was 38.9% in 2017 and 37.1% in 2016. The 2017 effective income tax rate on pretax income differs from the U.S. federal statutory rate of 35% primarily due to the effect of a $21 million write-down of deferred tax related assets resulting from the TCJA and the effect of the 2017 Texas margin tax.

Interest expense and related charges increased $6 million, or 2%, to $342 million in 2017. The change was driven by an $12 million increase attributable to higher average borrowings reflecting ongoing capital investments, partially offset by a $4 million decrease attributable to higher capitalized interest and a $2 million decrease attributable to lower average interest rates.

Net income was lower in 2017 compared to 2016. Revenues reflect increases due to growth in points of delivery, increases in transmission investment for a significant portion of the year and an increase due to the PUCT rate review order, partially offset by lower consumption primarily driven by milder weather conditions. Lower net income reflects the higher base revenues offset by the one-time $21 million in write-down of deferred tax related assets, higher non-reconcilable operation and maintenance expense and higher property taxes.

FINANCIAL CONDITION

Liquidity and Capital Resources

Cash Flows — Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Cash provided by operating activities totaled $1.482 billion and $1.459 billion in 2018 and 2017, respectively. The $23 million increase is primarily the result of a $316 million increase in transmission and distribution receipts and a $57 million decrease in employee benefit plan funding, partially offset by $165 million difference in tax payments in the current period compared to net tax refunds from members under the tax sharing agreement in the prior period, increased materials and supply purchases of $80 million, increased payments to third-party transmission providers of $25 million, a $23 million increase in interest payments, $22 million in payments related to Sempra acquisition costs, a $10 million increase in franchise fees and property tax payments and $25 million unfavorable variances related to other items including storm costs, vegetation management costs and customer refunds. The large prior year tax refund is primarily related to estimated tax payments made in a prior period before the enactment of bonus depreciation on a retroactive basis.

Cash provided by financing activities totaled $249 million and $190 million for 2018 and 2017, respectively. The $59 million increase includes an increase in debt issuances of $550 million, capital contributions from members of $284 million and a decrease in distributions to our members of $28 million, partially offset by debt repayments of $501 million and a decrease in short-term borrowing of $298 million. The capital contributions from members and decreases in distributions to members reflect measures to achieve our debt-to-equity ratio established by the PUCT in our 2017 rate review. See Notes 6 and 7 to Financial Statements for additional information regarding short-term borrowings and long-term debt activity, respectively, and Note 9 to Financial Statements for additional information regarding capital contributions from our members.

Cash used in investing activities, which consist primarily of capital expenditures, totaled $1.749 billion and $1.644 billion in 2018 and 2017, respectively. Both the 2018 and 2017 activity primarily reflects capital expenditures for transmission and distribution facilities to serve new customers and infrastructure capital maintenance spending.

Depreciation and amortization expense reported in the statements of consolidated cash flows was $106 million and $53 million more than the amounts reported in the statements of consolidated income for the years ended December 31, 2018 and 2017, respectively. The differences result from certain regulatory asset amortization reported in operation and maintenance expense and taxes other than income taxes.

Cash Flows — Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

Cash provided by operating activities totaled $1.459 billion and $1.429 billion in 2017 and 2016, respectively. The $30 million increase is primarily the result of a net tax refund from members under the tax sharing agreement of $114 million and a $113 million increase in transmission and distribution receipts, partially offset by increased employee benefit plan funding of $149 million, a $26 million increase in storm related costs, an $11 million increase in purchases of materials and supplies and a $9 million increase in interest payments. The tax refund is primarily related to estimated tax payments made in a prior period before the enactment of bonus depreciation on a retroactive basis.

Cash provided by financing activities totaled $190 million in 2017 while cash used in financing activities totaled $137 million in 2016. The $327 million change includes an increase in issuances of long-term debt of $425 million and an increase in short-term borrowings of $212 million, partially offset by $283 million in higher long-term debt repayments and a $20 million increase in debt issuance costs. See Notes 6 and 7 to Financial Statements for additional information regarding short-term borrowings and long-term debt activity, respectively.

Cash used in investing activities, which consists primarily of capital expenditures, totaled $1.644 billion and $1.301 billion in 2017 and 2016, respectively. The 2017 activity primarily reflected increases in capital expenditures for transmission and distribution facilities to serve new customers, infrastructure capital maintenance spending and also includes the Sharyland Asset Exchange. The “Other” caption reflects a $38 million release of Bondco restricted cash due to the maturity of the final transition bonds in the prior period.

Depreciation and amortization expense reported in the statements of consolidated cash flows was $53 million and $48 million more than the amounts reported in the statements of consolidated income for the years ended December 31, 2017

and 2016, respectively. The differences result from amortization reported in the following different lines items in the statements of consolidated income: regulatory asset amortization (reported in operation and maintenance expense), the accretion of the adjustment (discount) to regulatory assets (reported in other income) and the amortization of debt fair value discount (reported in interest expense and related charges).

Long-Term Debt Activity in 2018 — In August 2018, we issued $350 million aggregate principal amount of 3.70% senior secured notes due November 15, 2028 (the 2028 Notes) and $450 million aggregate principal amount of 4.10% senior secured notes due November 15, 2048 (the 2048 Notes and, together with the 2028 Notes, the New Notes). In November 2018, we issued $318 million aggregate principal amount of 5.75% Senior Secured Notes due 2029 in exchange for a like principal amount of our outstanding 7% Debentures due 2022. Repayments of long-term debt during 2018 consisted of $275 million aggregate principal amount of the previous term loan credit agreement and $550 million aggregate principal amount of 6.80% senior secured notes due September 1, 2018 (2018 Notes). In December 2018, we executed a $350 million term loan credit agreement that matures on December 9, 2019, and may be extended at our option for an additional six months. At December 31, 2018, we had outstanding borrowings of $350 million under the term loan credit agreement bearing interest at a rate per annum of 3.44%. See Note 7 to Financial Statements for additional information regarding the term loan credit agreement.

We used the proceeds (net of the initial purchasers’ discount, fees and expenses) of $1.141 billion from the sale of the New Notes and borrowings on the term loan credit agreement for general corporate purposes, including to pay the amount required for defeasance of our 2018 Notes, to repay the remaining outstanding under our previous term loan credit agreement, and to repay notes due under our CP Program. See Note 7 to Financial Statements for additional information regarding repayments, redemptions and issuances of long-term debt.

Available Liquidity/CP Program/Credit Facility

Available Liquidity — Our primary source of liquidity, aside from operating cash flows, has been our ability to borrow under our revolving credit facility. Because the CP Program is supported by the Credit Facility, commercial paper outstanding is a reduction to the available borrowing capacity. Cash and cash equivalents totaled $3 million and $21 million at December 31, 2018 and 2017, respectively. Considering commercial paper and letters of credit outstanding, available liquidity (cash and available Credit Facility capacity) at December 31, 2018 totaled $1.181 billion, reflecting an increase of $119 million from December 31, 2017 primarily due to repayments of commercial paper notes funded by the proceeds from various long-term debt issuances (discussed above), partially offset by our ongoing capital investment in transmission and distribution infrastructure.

CP Program — As we discuss in Note 6 to Financial Statements, on March 26, 2018 we established the CP Program, under which we may issue unsecured commercial paper notes (CP Notes) on a private placement basis up to a maximum aggregate amount outstanding at any time of $2.0 billion. A national bank acts as the issuing and paying agent under the CP Program pursuant to the terms of an issuing and paying agent agreement. Under the CP Program, we issue CP Notes from time to time, and the proceeds of the CP Notes are used for short-term financing of our business operations. At December 31, 2018, we had $813 million of CP Notes outstanding under the CP Program.

The CP Program obtains liquidity support from our Credit Facility discussed below. If at any time funds are not available on favorable terms under the CP Program, we may utilize the Credit Facility for funding. See Note 6 to Financial Statements for additional information regarding the CP Program.

Credit Facility — At December 31, 2018, we had a $2.0 billion unsecured revolving credit facility that we entered into on November 17, 2017 (Credit Facility) with a five-year term expiring in November 2022. We have the option of requesting up to two one-year extensions and an option to request an increase in our borrowing capacity of $400 million, in increments of not less than $100 million, provided certain conditions are met, including lender approvals. At December 31, 2018, we had no outstanding borrowings under the Credit Facility.

Because the CP Program is supported by the Credit Facility, commercial paper outstanding reduces the available borrowing capacity. Considering the commercial paper outstanding and the limitations described below, available borrowing capacity under the Credit Facility totaled $1.178 billion and $1.041 billion at December 31, 2018 and 2017, respectively.

The Credit Facility contains a senior debt-to-capitalization ratio covenant that effectively limits our ability to incur indebtedness in the future. At December 31, 2018, we were in compliance with the covenant. See “Credit Rating Provisions, Covenants and Cross Default Provisions” below for additional information on this covenant and the calculation of this ratio.

Under the terms of the Credit Facility, the commitments of the lenders to make loans to us are several and not joint. Accordingly, if any lender fails to make loans to us, our available liquidity could be reduced by an amount up to the aggregate amount of such lender’s commitments under the facility. See Note 6 to Financial Statements for additional information regarding the Credit Facility.

Regulatory Capital Structure —We have committed to the PUCT that we will maintain a regulatory capital structure at or below the assumed debt-to-equity ratio that is established periodically by the PUCT for ratemaking purposes, which is 57.5% debt to 42.5% equity as of December 31, 2018 and 2017. Our current regulatory assumed debt-to-equity ratio went into effect on November 27, 2017 as part of the PUCT order issued in the rate review we filed in PUCT Docket No. 46957. Our regulatory capitalization ratio was 57.3% debt to 42.7% and 59.4% debt to 40.6% equity at December 31, 2018 and December 31, 2017, respectively. See Note 9 to Financial Statements for discussion of the regulatory capitalization ratio and Note 3 to Financial Statements for a discussion of our 2017 rate review (PUCT Docket No. 46957). Our ability to incur additional long-term debt will be limited by our regulatory capital structure and we are able to issue future long-term debt only to the extent that we will be in compliance therewith.

Liquidity Needs, Including Capital Expenditures — Our board of directors, which annually approves capital expenditure estimates for the following year, has approved capital expenditures totaling $2.0 billion in 2019. Management currently expects to recommend to our board of directors capital expenditures of $2.1 billion to $2.2 billion in each of the years 2020 through 2023, based on the long-term plan presented to our board of directors. These projected capital expenditures are consistent with Oncor’s commitment to make minimum aggregate capital expenditures equal to at least $7.5 billion over the 5-year period ending December 31, 2022 as part of the Sempra Acquisition. See Note 2 to Financial Statements for more information on the Sempra Acquisition and related regulatory commitments. These capital expenditures are expected to be used for investment in transmission and distribution infrastructure.

We expect cash flows from operations, combined with availability under the revolving credit facility, to provide sufficient liquidity to fund current obligations, projected working capital requirements, maturities of long-term debt and capital spending for at least the next twelve months. Should additional liquidity or capital requirements arise, we may need to access capital markets, generate equity capital or preserve equity through reductions or suspension of distributions to members. In addition, we may also consider new debt issuances, repurchases, exchange offers and other transactions in order to refinance or manage our long-term debt. The inability to raise capital on favorable terms or failure of counterparties to perform under credit or other financial agreements, particularly during any uncertainty in the financial markets, could impact our ability to sustain and grow the business and would likely increase capital costs that may not be recoverable through rates.

We continuously evaluate opportunities to make selective strategic acquisitions involving regulated assets. Additional equity or debt capital may be required to complete any acquisition, including the pending InfraREIT Acquisition. In addition, any acquisition may be structured in such a manner that would result in the assumption of secured or unsecured debt and other liabilities. The pending InfraREIT Acquisition includes InfraREIT’s outstanding debt, which totaled approximately $945 million at September 30, 2018. Such debt includes revolving credit and term loans which can be refinanced or prepaid without penalty (except for customary LIBOR breakage costs) and secured notes (with an average weighted interest rate of 4.537% at September 30, 2018 and maturity dates in 2020, 2025, 2026, 2029 and 2030), which can also be refinanced or prepaid except that in certain circumstances the terms of such secured notes would require customary make-whole payments in connection with such prepayments or refinancings unless waived. The pending InfraREIT Acquisition requires PUCT and other regulatory approvals. For more information on the pending InfraREIT Acquisition, see Note 14 to Financial Statements.

Distributions — On February 20, 2019, our board of directors declared a cash distribution of $71 million, which was paid to our members on February 22, 2019. During 2018, our board of directors declared, and we paid, the following cash distributions to our members:


Declaration Date	Payment Date	Amount
October 24, 2018	November 6, 2018	$	179
July 25, 2018	August 1, 2018	$	30

Contributions — On February 19, 2019, we received cash capital contributions from our members totaling $70 million. During 2018, we received the following capital cash contributions from our members:


Received	Amount
November 2018	$	140
April 2018	$	144

Pension and OPEB Plans Funding — Our funding for the pension and Oncor OPEB plans for the calendar year 2019 is expected to total $41 million and $35 million, respectively. Based on the funded status of the pension plans at December 31, 2018, our aggregate pension and Oncor OPEB plans funding is expected to total approximately $717 million in the period 2019 to 2023. In 2018, we made cash contributions to the pension and OPEB plans of $82 million and $41 million, respectively. See Note 10 to Financial Statements for additional information regarding pension and OPEB plans.

Capitalization — Our capitalization ratios were 40.8% and 41.3% long-term debt, less amounts due currently, to 59.2% and 58.7% membership interests at December 31, 2018 and 2017, respectively. See Note 9 to Financial Statements for discussion of the regulatory capitalization ratio.

Financial Covenants, Credit Rating Provisions and Cross Default Provisions — Our revolving credit facility and term loan credit agreement each contain a financial covenant that requires maintenance of a consolidated senior debt-to-capitalization ratio of no greater than 0.65 to 1.00. For purposes of this ratio, debt is calculated as indebtedness defined in the revolving credit facility and term loan agreement (principally, the sum of long-term debt, any capital leases, short-term debt and debt due currently in accordance with GAAP). Capitalization is calculated as membership interests determined in accordance with GAAP plus indebtedness described above. At December 31, 2018, we were in compliance with this covenant and all other covenants under the Credit Facility and the term loan credit agreement.

Impact on Liquidity of Credit Ratings — The rating agencies assign credit ratings to certain of our debt securities. Our access to capital markets and cost of debt could be directly affected by our credit ratings. Any adverse action with respect to our credit ratings could generally cause borrowing costs to increase and the potential pool of investors and funding sources to decrease. In particular, a decline in credit ratings would increase the cost of our revolving credit facility (as discussed below). In the event any adverse action with respect to our credit ratings takes place and causes borrowing costs to increase, we may not be able to recover such increased costs if they exceed our PUCT-approved cost of debt determined in our most recent rate review or subsequent rate reviews.

Presented below are the credit ratings assigned for our debt securities at February 26, 2019. In March, 2018, as a result of the completion of the Sempra Acquisition, the rating agencies took ratings actions on Oncor resulting in upgraded ratings and changed outlooks. S&P upgraded our senior secured rating to A+ from A and changed our outlook to stable from positive. Moody’s upgraded our senior secured rating to A2 from A3 and changed our outlook to stable from positive. Fitch upgraded our senior secured rating to A from BBB+ and changed our outlook to stable from rating watch positive. Also, in March 2018, Fitch upgraded our CP Program rating to F2 from F3, S&P assigned an A-1 short-term rating and Moody’s assigned a Prime-2 short-term rating. See Note 2 to Financial Statements for information regarding the Sempra Acquisition.


	Senior Secured	Commercial Paper

S&P	A+	A-1
Moody’s	A2	Prime-2
Fitch	A	F2

As described in Note 7 to Financial Statements, we established the CP Program in March 2018. The CP Program obtains liquidity support from our Credit Facility. As described in Note 7 to Financial Statements, our long-term debt (other than the $350 million unsecured term loan credit agreement we entered into in December 2018) is currently secured pursuant to the Deed of Trust by a first priority lien on certain of our transmission and distribution assets and is considered senior secured debt.

A rating reflects only the view of a rating agency, and is not a recommendation to buy, sell or hold securities. Ratings can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change.

Material Credit Rating Covenants —Interest rates charged under the Credit Facility may be adjusted depending on credit ratings. Borrowings under the Credit Facility bear interest at per annum rates equal to, at our option, (i) adjusted LIBOR plus a spread ranging from 0.875% to 1.50% depending on credit ratings assigned to our senior secured non-credit enhanced long-term debt or (ii) an alternate base rate (the highest of (1) the prime rate of JPMorgan Chase, (2) the federal funds effective rate plus 0.50%, and (3) adjusted LIBOR plus 1.00%) plus a spread ranging from 0.00% to 0.50% depending on credit ratings assigned to our senior secured non-credit enhanced long-term debt. Based on the ratings assigned to our senior secured debt securities at February 26, 2019, our borrowings are generally LIBOR-based and will bear interest at LIBOR plus 1.00%. A decline in credit ratings would increase the cost of the Credit Facility and likely increase the cost of any debt issuances and additional credit facilities. The CP Program requires prompt notice to the dealer of any notice of intended or potential downgrade of our credit ratings.

Material Cross Default Provisions — Certain financing arrangements contain provisions that may result in an event of default if there was a failure under other financing arrangements to meet payment terms or to observe other covenants that could result in an acceleration of payments due. Such provisions are referred to as “cross default” provisions.

Under the Credit Facility, a default by us or any subsidiary in respect of indebtedness in a principal amount in excess of $100 million or any judgments for the payment of money in excess of $100 million that are not discharged within 60 days may cause the maturity of outstanding balances (zero dollars in short-term borrowings and $9 million in letters of credit at December 31, 2018) under that facility to be accelerated. Under our term loan agreement, a default by us or any subsidiary in respect of indebtedness in a principal amount in excess of $100 million or any judgments for the payment of money in excess of $100 million for the term loan credit agreement that are not discharged within 60 days may cause the maturity of outstanding balances ($350 million at December 31, 2018) under that agreement to be accelerated.

Under the Deed of Trust, an event of default under either of our indentures would permit the holders of our senior secured notes to exercise their remedies under the Deed of Trust.

Long-Term Contractual Obligations and Commitments — The following table summarizes our contractual cash obligations at December 31, 2018. See Notes 7 and 8 to Financial Statements for additional disclosures regarding these long-term debt and non-cancelable purchase obligations.


Contractual Cash Obligations	Less Than One Year		One to Three Years		Three to Five Years		More than Five Years		Total
Long-term debt (a) – principal	$	600	$	126	$	882	$	4,868	$	6,476
Long-term debt (a) – interest		317		597		521		3,445		4,880
Operating leases		29		57		13		-		99
Obligations under outsourcing agreements		27		12		-		-		39
Total contractual cash obligations	$	973	$	792	$	1,416	$	8,313	$	11,494

____________

(a)

Includes senior secured notes/debentures and the term loan credit agreement we entered into in December 2018. See Note 7 to Financial Statements for more information regarding our long-term debt.

The following are not included in the table above:

individual contracts that have an annual cash requirement of less than $1 million (however, multiple contracts with one counterparty that are more than $1 million on an aggregated basis have been included);

employment contracts with management;

estimated funding of the pension and OPEB plans totaling $76 million in 2019 and $717 million in total in the 2019 to 2023 period as discussed above under “Pension and OPEB Plans Funding”; and

capital expenditure commitments made as part of the Sempra Acquisition (see Note 2 to Financial Statements).

Guarantees — At December 31, 2018, we did not have any material guarantees.

OFF-BALANCE SHEET ARRANGEMENTS

At December 31, 2018, we did not have any material off-balance sheet arrangements with special purpose entities or VIEs.

COMMITMENTS AND CONTINGENCIES

See Note 8 to Financial Statements for details of commitments and contingencies.

CHANGES IN ACCOUNTING STANDARDS

See Note 1 to Financial Statements for discussion of changes in accounting standards.

REGULATION AND RATES

State Legislation

The Texas Legislature meets every two years. The current Legislature is in regular session from January 8, 2019 to May 27, 2019. However, at any time the governor of Texas may convene a special session of the Legislature. During any regular or special session bills may be introduced that, if adopted, could materially and adversely affect our business and our business prospects. Various bills related to our business have been proposed in the current legislative session, however, we cannot predict whether any introduced to date are likely to have a substantial impact on our financial position, results of operations or cash flows.

Matters with the PUCT

PUCT Matters Related to EFH Bankruptcy Proceedings and Sempra Acquisition — See Note 2 to Financial Statements for information regarding the EFH Bankruptcy Proceedings and the Sempra Acquisition.

DCRF (PUCT Docket No. 48231) — On April 5, 2018, we filed with the PUCT, as well as cities with original jurisdiction over Oncor’s rates, an application for approval of a DCRF. The DCRF will allow Oncor to recover, primarily through its tariff for retail delivery service, certain costs related to its 2017 distribution investments. We requested a $19 million increase in annual distribution revenues in our DCRF application. On June 13, 2018, we filed an unopposed stipulation that reduced the annual distribution revenue increase from $19 million to $15 million. The PUCT approved the stipulation on August 30, 2018, and the distribution tariffs became effective September 1, 2018.

2017 Rate Review (PUCT Docket No. 46957) — In July 2017, we and certain parties to our rate review agreed to a settlement of that rate review, and on August 2, 2017 a settlement agreement was filed with the PUCT that settled all issues in the docket. On October 13, 2017, the PUCT issued an order approving the settlement of the rate review, subject to closing of the Sharyland Asset Exchange, which closed on November 9, 2017. As a result of the Sharyland Asset Exchange closing on November 9, 2017, the contingency in the PUCT order in PUCT Docket No. 46957 was met and our new rates as set forth in that order took effect on November 27, 2017. For more information on the 2017 Rate Review, see Note 3 to Financial Statements.

Sharyland Asset Exchange (PUCT Docket No. 47469) — On July 21, 2017, we entered into the Sharyland Agreement with the Sharyland Entities. The Sharyland Agreement provided that we would exchange certain of our transmission assets and cash for certain of the Sharyland Entities’ distribution assets (constituting substantially all of their electricity distribution business) and certain of their transmission assets. On October 13, 2017, the PUCT issued an order approving the Sharyland Asset Exchange and on November 9, 2017, the parties consummated the transactions. For more information on the Sharyland Agreement and the Sharyland Asset Exchange, see Note 14 to Financial Statements.

Summary

We cannot predict future regulatory or legislative actions or any changes in economic and securities market conditions. Such actions or changes could significantly alter our basic financial position, results of operations or cash flows.

Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Market risk is the risk that we may experience a loss in value as a result of changes in market conditions such as interest rates that may be experienced in the ordinary course of business. We may transact in financial instruments to hedge interest rate risk related to our debt, but there are currently no such hedges in place. At December 31, 2018 and 2017, all of our long-term debt except for the $350 million and $275 million term loan credit agreement balances at December 31, 2018 and 2017, respectively, carried fixed interest rates. The following table summarizes our long-term debt maturities at December 31, 2018.


	Expected Maturity Date
	2019		2020		2021		2022		2023		There-after		2018 Total Carrying Amount		2018 Total Fair Value		2017 Total Carrying Amount		2017 Total Fair Value
	(millions of dollars and percent)
Long-term debt (including current maturities):
Fixed rate debt amount (a)	$	250	$	126	$	-	$	882	$	-	$	4,868	$	6,126	$	6,736	$	5,876	$	6,878
Weighted average interest rate		2.15%		5.75%		-		5.68%		-		5.05%		5.03%		-		5.42%		-
Variable rate debt amount (a)	$	350	$	-	$	-	$	-	$	-	$	-	$	350	$	350	$	275	$	275
Average interest rate		3.44%		-		-		-		-		-		3.44%		-		2.45%		-
Total Debt	$	600	$	126	$	-	$	882	$	-	$	4,868	$	6,476	$	7,086	$	6,151	$	7,153

____________

(a) Excludes unamortized premiums, discounts and debt issuance costs. See Note 7 to Financial Statements for a discussion of changes in long-term debt obligations.

At December 31, 2018, the potential reduction of annual pretax earnings over the next twelve months due to a one percentage-point (100 basis points) increase in floating interest rates on debt (including short-term borrowings) totaled $12 million.

Our term loan credit agreement contains terms pursuant to which the interest rate charged can vary, at our option, depending on the selected interest period. Our revolving credit facility contains terms pursuant to which the interest rates charged under the agreement may be adjusted depending on credit ratings. For information on our interest rates charged under the revolving credit facility, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Available Liquidity/CP Program/Credit Facility – Financial Covenants, Credit Rating Provisions and Cross Default Provisions – Material Credit Rating Covenants.”

Credit Risk

Credit risk relates to the risk of loss associated with nonperformance by counterparties. Our customers consist primarily of REPs. As a prerequisite for obtaining and maintaining certification, a REP must meet the financial resource standards established by the PUCT. Meeting these standards does not guarantee that a REP will be able to perform its obligations. REP certificates granted by the PUCT are subject to suspension and revocation for significant violation of PURA and PUCT rules. Significant violations include failure to timely remit payments for invoiced charges to a transmission and distribution utility pursuant to the terms of tariffs approved by the PUCT. We believe PUCT rules that allow for the recovery of uncollectible amounts due from nonaffiliated REPs through rates significantly reduce our credit risk.

Our exposure to credit risk associated with trade accounts receivable from nonaffiliates totaled $562 million at December 31, 2018. The nonaffiliated receivable amount is before the allowance for uncollectible accounts, which totaled $3 million at December 31, 2018. The nonaffiliated exposure includes trade accounts receivable from REPs totaling $433 million, which are almost entirely noninvestment grade. At December 31, 2018, REP subsidiaries of two nonaffiliated entities represented approximately 13% and 10% of the nonaffiliated trade receivable balance. No other nonaffiliated

parties represented 10% or more of the total trade accounts receivable balance. We view our exposure to these customers to be within an acceptable level of risk tolerance considering PUCT rules and regulations; however, this concentration increases the risk that a default could have a material effect on cash flows.

Our net exposure to credit risk associated with trade accounts and other receivables from affiliates was zero at both December 31, 2018 and 2017.

FORWARD-LOOKING STATEMENTS

This report and other presentations made by us contain “forward-looking statements.” All statements, other than statements of historical facts, that are included in this report, or made in presentations, in response to questions or otherwise, that address activities, events or developments that we expect or anticipate to occur in the future, including such matters as projections, capital allocation, future capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of facilities, market and industry developments and the growth of our business and operations (often, but not always, through the use of words or phrases such as “intends,” “plans,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “should,” “projection,” “target,” “goal,” “objective” and “outlook”), are forward-looking statements. Although we believe that in making any such forward-looking statement our expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion of risk factors under “Item 1A. Risk Factors ” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and the following important factors, among others, that could cause actual results to differ materially from those projected in such forward-looking statements:

prevailing governmental policies and regulatory actions, including those of the U.S. Congress, the President of the U.S., the Texas Legislature, the Governor of Texas, the FERC, the PUCT, the NERC, the Texas RE, the EPA, and the TCEQ, with respect to:

allowed rate of return;

permitted capital structure;

industry, market and rate structure;

recovery of investments;

acquisition and disposal of assets and facilities;

operation and construction of facilities;

changes in tax laws and policies, including the impact of the TCJA, and

changes in and compliance with environmental, reliability and safety laws and policies;

legal and administrative proceedings and settlements, including the exercise of equitable powers by courts;

weather conditions and other natural phenomena;

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, particularly in ERCOT;

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 us, including failure of counterparties to perform under agreements;

general industry trends;

hazards customary to the industry and the possibility that we may not have adequate insurance to cover losses resulting from such hazards;

changes in technology used by and services offered by us;

significant changes in our relationship with our employees, including the availability of qualified personnel, and the potential adverse effects if labor disputes or grievances were to occur;

changes in assumptions used to estimate costs of providing employee benefits, including pension and OPEB, and future funding requirements related thereto;

significant changes in critical accounting policies material to us;

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 U.S. credit markets;

circumstances which may contribute to future impairment of goodwill, intangible or other long-lived assets;

financial restrictions under our revolving credit facility and indentures governing our debt instruments;

our ability to generate sufficient cash flow to make interest payments on our debt instruments;

actions by credit rating agencies, and

our ability to effectively execute our operational strategy.

In addition, such forward-looking statements include, but are not limited to, statements about the timing of the anticipated transaction contemplated by the InfraREIT Acquisition, and any of the applicable parties’ post-acquisition plans and intentions, and other statements that are not historical facts. The following important factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements:

the satisfaction of conditions to closing the definitive agreement for the InfraREIT Acquisition;

obtaining required governmental, regulatory and lender approvals that may delay the InfraREIT Acquisition or result in the imposition of conditions that could cause the parties to abandon the transaction or be onerous to us;

the expected timing to consummate the proposed InfraREIT Acquisition;

the risk that the businesses will not be integrated successfully;

the risk that any potential cost savings and any other potential synergies from the InfraREIT Acquisition may not be fully realized or may take longer to realize than expected; and

the diversion of management time and attention to issues related to the InfraREIT Acquisition.

Any forward-looking statement speaks only at the date on which it is made, and, except as may be required by law, we undertake 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. New factors emerge from time to time, and it is not possible for us to predict all of them; nor can we assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. As such, you should not unduly rely on such forward-looking statements.

Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members of

Oncor Electric Delivery Company LLC

Dallas, Texas

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Oncor Electric Delivery Company LLC and subsidiary (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, cash flows, and membership interests, for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2019, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Dallas, Texas

February 26, 2019

We have served as the Company's auditor since 2002.

ONCOR ELECTRIC DELIVERY COMPANY LLC

STATEMENTS OF CONSOLIDATED INCOME


	Year Ended December 31,
	2018		2017(1)		2016(1)
	(millions of dollars)

Operating revenues (Note 4):
Nonaffiliates	$	4,101	$	3,958	$	3,205
Affiliates		-		-		715
Total operating revenues		4,101		3,958		3,920
Operating expenses:
Wholesale transmission service		962		929		894
Operation and maintenance (Note 12)		875		731		726
Depreciation and amortization		671		762		785
Provision in lieu of income taxes (Notes 1, 5 and 12)		152		266		269
Taxes other than amounts related to income taxes		496		462		451
Total operating expenses		3,156		3,150		3,125
Operating income		945		808		795
Other income and (deductions) - net (Note 13)		(84)		(46)		(43)
Nonoperating provision (benefit) in lieu of income taxes (Note 5)		(35)		1		(15)
Interest expense and related charges (Note 13)		351		342		336
Net income	$	545	$	419	$	431

________________

(1) As adjusted for the retrospective adoption of ASU 2017-07, as discussed in Note 1.

See Notes to Financial Statements.

ONCOR ELECTRIC DELIVERY COMPANY LLC

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME


	Year Ended December 31,
	2018		2017		2016
	(millions of dollars)
Net income	$	545	$	419	$	431
Other comprehensive income (loss):
Cash flow hedges – derivative value net loss recognized in net income (net of tax expense of $1, $1 and $1) (Note 1)		2		2		2
Defined benefit pension plans (net of tax expense of $45, $4 and $-) (Note 10)		(65)		8		-
Total other comprehensive income (loss)		(63)		10		2
Comprehensive income	$	482	$	429	$	433

See Notes to Financial Statements.

ONCOR ELECTRIC DELIVERY COMPANY LLC

STATEMENTS OF CONSOLIDATED CASH FLOWS


	Year Ended December 31,
	2018		2017		2016
	(millions of dollars)

Cash flows — operating activities:
Net income	$	545	$	419	$	431
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		777		815		833
Provision in lieu of deferred income taxes – net		18		309		181
Other – net		(3)		(2)		(4)
Changes in operating assets and liabilities:
Accounts receivable — trade (including affiliates)		68		(76)		(34)
Inventories		(25)		(1)		(7)
Accounts payable — trade (including affiliates)		30		(11)		14
Regulatory accounts related to reconcilable tariffs (Note 3)		66		29		(55)
Other — assets		33		54		37
Other — liabilities		(27)		(77)		33
Cash provided by operating activities		1,482		1,459		1,429
Cash flows — financing activities:
Issuances of long-term debt (Note 7)		1,150		600		175
Repayments of long-term debt (Note 7)		(825)		(324)		(41)
Net (decrease) increase in short-term borrowings (Note 6)		(137)		161		(51)
Capital contributions from members (Note 9)		284		-		-
Distributions to members (Note 9)		(209)		(237)		(230)
Debt discount, premium, financing and reacquisition costs – net		(14)		(10)		10
Cash provided by (used in) financing activities		249		190		(137)
Cash flows — investing activities:
Capital expenditures (Note 12)		(1,767)		(1,631)		(1,352)
Business acquisition (Note 14)		-		(25)		-
Other – net		18		12		51
Cash used in investing activities		(1,749)		(1,644)		(1,301)
Net change in cash and cash equivalents		(18)		5		(9)
Cash and cash equivalents — beginning balance		21		16		25
Cash and cash equivalents — ending balance	$	3	$	21	$	16

See Notes to Financial Statements.

ONCOR ELECTRIC DELIVERY COMPANY LLC

CONSOLIDATED BALANCE SHEETS


	At December 31,
	2018		2017
	(millions of dollars)

ASSETS
Current assets:
Cash and cash equivalents	$	3	$	21
Trade accounts receivable – net (Note 13)		559		635
Amounts receivable from members related to income taxes (Note 12)		-		26
Materials and supplies inventories — at average cost		116		91
Prepayments and other current assets		94		88
Total current assets		772		861
Investments and other property (Note 13)		120		113
Property, plant and equipment – net (Note 13)		16,090		14,879
Goodwill (Notes 1 and 13)		4,064		4,064
Regulatory assets (Note 3)		1,691		2,180
Other noncurrent assets		15		23
Total assets	$	22,752	$	22,120

LIABILITIES AND MEMBERSHIP INTERESTS
Current liabilities:
Short-term borrowings (Note 6)	$	813	$	950
Long-term debt due currently (Note 7)		600		550
Trade accounts payable (Note 12)		300		242
Amounts payable to members related to income taxes (Note 12)		26		21
Accrued taxes other than amounts related to income		199		190
Accrued interest		68		83
Other current liabilities		209		188
Total current liabilities		2,215		2,224
Long-term debt, less amounts due currently (Note 7)		5,835		5,567
Liability in lieu of deferred income taxes (Notes 1, 5 and 12)		1,602		1,517
Regulatory liabilities (Note 3)		2,697		2,807
Employee benefit obligations and other (Notes 10 and 13)		1,943		2,102
Total liabilities		14,292		14,217
Commitments and contingencies (Note 8)
Membership interests (Note 9):
Capital account ― number of interests outstanding 2018 and 2017 – 635,000,000		8,624		8,004
Accumulated other comprehensive loss		(164)		(101)
Total membership interests		8,460		7,903
Total liabilities and membership interests	$	22,752	$	22,120

See Notes to Financial Statements.

ONCOR ELECTRIC DELIVERY COMPANY LLC

STATEMENTS OF CONSOLIDATED MEMBERSHIP INTERESTS


	Year Ended December 31,
	2018		2017		2016
	(millions of dollars)

Capital account:
Balance at beginning of period	$	8,004	$	7,822	$	7,621
Net income		545		419		431
Capital contributions from members (Note 9)		284		-		-
Distributions to members (Note 9)		(209)		(237)		(230)
Balance at end of period (number of interests outstanding: 2018, 2017 and 2016 – 635 million)		8,624		8,004		7,822
Accumulated other comprehensive income (loss), net of tax effects (Note 9):
Balance at beginning of period		(101)		(111)		(113)
Net effects of cash flow hedges (net of tax expense of $1, $1 and $1)		2		2		2
Defined benefit pension plans (net of tax expense of $45, $4 and $-) (Note 10)		(65)		8		-
Balance at end of period		(164)		(101)		(111)
Total membership interests at end of period	$	8,460	$	7,903	$	7,711

See Notes to Financial Statements.

ONCOR ELECTRIC DELIVERY COMPANY LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

References in this report to “we,” “our,” “us” and “the company” are to Oncor and/or its subsidiaries as apparent in the context. See “Glossary” for definition of terms and abbreviations.

We are a regulated electricity transmission and distribution company principally engaged in providing delivery services to REPs that sell power in the north-central, eastern and western parts of Texas. We are a direct, majority-owned subsidiary of Oncor Holdings, which is indirectly wholly owned by Sempra. Oncor Holdings owns 80.25% of our membership interests and Texas Transmission owns 19.75% of our membership interests. We are managed as an integrated business; consequently, there are no separate reportable business segments.

Our 2016 consolidated financial statements include our former wholly-owned, bankruptcy-remote financing subsidiary, Bondco, a VIE through December 29, 2016, at which time it was dissolved (see Note 13). This financing subsidiary was organized for the limited purpose of issuing certain transition bonds to recover generation-related regulatory asset stranded costs and other qualified costs under an order issued by the PUCT in 2002. Bondco issued an aggregate $1.3 billion principal amount of transition bonds during 2003 and 2004. The 2003 Series transition bonds matured and were paid in full in 2015 and the 2004 Series transition bonds matured and were paid in full in May 2016. Final true-up proceedings and refunds of over-collected transition charges for the transition bonds were conducted by Oncor and the PUCT during 2016 and had no material net income impact.

EFH Bankruptcy Proceedings and Sempra Acquisition

Basis of Presentation

Our consolidated financial statements have been prepared in accordance with GAAP governing rate-regulated operations. All dollar amounts in the financial statements and tables in the notes are stated in millions of U.S. dollars unless otherwise indicated.

Use of Estimates

Preparation of our financial statements requires management to make estimates and assumptions about future events that affect the reporting of assets and liabilities at the balance sheet dates and the reported amounts of revenue and expense, including fair value measurements. In the event estimates and/or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. No material adjustments were made to previous estimates or assumptions during the current year.

Revenue Recognition

General

Oncor’s revenue is billed under tariffs approved by the PUCT and the majority of revenues are related to providing electric delivery service to consumers. Tariff rates are designed to recover the cost of providing electric delivery service including a reasonable rate of return on invested capital. Revenues are generally recognized when the underlying service has been provided in an amount prescribed by the related tariff.

Reconcilable Tariffs

The PUCT has designated certain tariffs (TCRF, EECRF and previously AMS surcharges and charges related to transition bonds) as reconcilable, which means the differences between amounts billed under these tariffs and the related incurred costs are deferred as either regulatory assets or regulatory liabilities. Accordingly, at prescribed intervals, future tariffs are adjusted to either repay regulatory liabilities or collect regulatory assets. See “Regulatory Assets and Liabilities” below.

See Note 4 for additional information regarding revenues.

Impairment of Long-Lived Assets and Goodwill

We evaluate long-lived assets (including intangible assets with finite lives) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We also evaluate goodwill for impairment annually and whenever events or changes in circumstances indicate that an impairment may exist. The determination of the existence of these and other indications of impairment involves judgments that are subjective in nature and may require the use of estimates in forecasting future results and cash flows. Beginning in 2018, we elected to change our annual goodwill assessment date from December 1 to October 1 to correspond with the assessment date of our new majority owner. We do not believe this change in the assessment date is a material change.

In October 2018, December 2017 and December 2016, we concluded, based on a qualitative assessment, that our estimated enterprise fair value was more likely than not greater than our carrying value. As a result, no additional testing for impairment was required and no impairments were recognized in 2018, 2017 or 2016.

Provision in Lieu of Income Taxes

Our tax sharing agreement with Oncor Holdings, Texas Transmission and STH (as successor to EFH Corp.) provides for the calculation of amounts related to income taxes for each of Oncor Holdings and Oncor substantially as if these entities were taxed as corporations and requires payments to the members determined on that basis (without duplication for any income taxes paid by a subsidiary of Oncor Holdings).

We are a partnership for U.S. federal income tax purposes and remain a partnership for U.S. federal income tax purposes after the closing of the Sempra Acquisition. Accordingly, while partnerships are not subject to income taxes, in consideration of the presentation of our financial statements as an entity subject to cost-based regulatory rate-setting processes, with such costs historically including income taxes, the financial statements present amounts determined under the tax sharing agreement as “provision in lieu of income taxes” and “liability in lieu of deferred income taxes”. Such amounts are determined in accordance with the provisions of the accounting guidance for income taxes and accounting standards that provide interpretive guidance for accounting for uncertain tax positions and thus differences between the book and tax bases of assets and liabilities are accounted for as if we were a stand-alone corporation. In the event such amounts are not paid under the tax sharing agreement, it is probable that this regulatory liability will continue to be included in Oncor’s rate setting processes.

We classify any interest and penalties expense related to uncertain tax positions as current provision in lieu of income taxes as discussed in Note 5.

Defined Benefit Pension Plans and OPEB Plans

We have liabilities under pension plans that offer benefits based on either a traditional defined benefit formula or a cash balance formula and OPEB plans that offer certain health care and life insurance benefits to eligible employees and their eligible dependents upon the retirement of such employees from the company. Costs of pension and OPEB plans are dependent upon numerous factors, assumptions and estimates. See Note 10 for additional information regarding pension and OPEB plans.

System of Accounts

Our accounting records have been maintained in accordance with the FERC Uniform System of Accounts as adopted by the PUCT.

Property, Plant and Equipment

Properties are stated at original cost. The cost of self-constructed property additions includes materials and both direct and indirect labor and applicable overhead and an allowance for funds used during construction.

Depreciation of property, plant and equipment is calculated on a straight-line basis over the estimated service lives of the properties based on depreciation rates approved by the PUCT. As is common in the industry, depreciation expense is recorded using composite depreciation rates that reflect blended estimates of the lives of major asset groups as compared to depreciation expense calculated on a component asset-by-asset basis. Depreciation rates include plant removal costs as a component of depreciation expense, consistent with regulatory treatment. Actual removal costs incurred are charged to accumulated depreciation. Accrued removal costs in excess of incurred removal costs are reclassified as a regulatory liability to retire assets in the future.

Regulatory Assets and Liabilities

We are subject to rate regulation and our financial statements reflect regulatory assets and liabilities in accordance with accounting standards related to the effect of certain types of regulation. Regulatory assets and liabilities represent probable future revenues that will be recovered from or refunded to customers through the ratemaking process based on PURA and/or the PUCT’s orders, precedents or substantive rules. Rate regulation is premised on the full recovery of prudently incurred costs and a reasonable rate of return on invested capital subject to PUCT review for reasonableness and prudence and possible disallowance. Regulatory decisions can have an impact on the recovery of costs, the rate earned on invested capital and the timing and amount of assets to be recovered by rates. See Note 3 for more information regarding regulatory assets and liabilities.

Franchise Taxes

Franchise taxes are assessed to us by local governmental bodies, based on kWh delivered and are a principal component of taxes other than amounts related to income taxes as reported in the income statement. Franchise taxes are not a “pass through” item. The rates we charge customers are intended to recover the franchise taxes, but we are not acting as an agent to collect the taxes from customers.

Allowance for Funds Used During Construction (AFUDC)

AFUDC is a regulatory cost accounting procedure whereby both interest charges on borrowed funds and a return on equity capital used to finance construction are included in the recorded cost of utility plant and equipment being constructed. AFUDC is capitalized on all projects involving construction periods lasting greater than thirty days. The equity portion, if any, of capitalized AFUDC is accounted for as other income. See Note 13 for detail of amounts reducing interest expense.

Cash and Cash Equivalents

For purposes of reporting cash and cash equivalents, temporary cash investments purchased with an original maturity of three months or less are considered to be cash equivalents.

Fair Value of Nonderivative Financial Instruments

The carrying amounts for financial assets classified as current assets and the carrying amounts for financial liabilities classified as current liabilities approximate fair value due to the short maturity of such instruments. The fair values of other financial instruments, for which carrying amounts and fair values have not been presented, are not materially different than their related carrying amounts. The following discussion of fair value accounting standards applies primarily to our determination of the fair value of assets in the pension and OPEB plans’ trusts (see Note 10) and long-term debt (see Note 7).

Accounting standards related to the determination of fair value define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use a “mid-market” valuation convention (the mid-point price between bid and ask prices) as a practical expedient to measure fair value for the majority of our assets and liabilities subject to fair value measurement on a recurring basis. We primarily use the market approach for recurring fair value measurements and use valuation techniques to maximize the use of observable inputs and minimize the use of unobservable inputs.

We categorize our assets and liabilities recorded at fair value based upon the following fair value hierarchy:

Level 1 valuations use quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 valuations use inputs that, in the absence of actively quoted market prices, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: (a) quoted prices for similar assets or liabilities in active markets, (b) quoted prices for identical or similar assets or liabilities in markets that are not active, (c) inputs other than quoted prices that are observable for the asset or liability such as interest rates and yield curves observable at commonly quoted intervals and (d) inputs that are derived principally from or corroborated by observable market data by correlation or other means. Our Level 2 valuations utilize over-the-counter broker quotes, quoted prices for similar assets or liabilities that are corroborated by correlations or other mathematical means and other valuation inputs.

Level 3 valuations use unobservable inputs for the asset or liability. Unobservable inputs are used to the extent observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. We use the most meaningful information available from the market combined with internally developed valuation methodologies to develop our best estimate of fair value.

We utilize several different valuation techniques to measure the fair value of assets and liabilities, relying primarily on the market approach of using prices and other market information for identical and/or comparable assets and liabilities for those items that are measured on a recurring basis.

The fair value of certain investments is measured using the net asset value (NAV) per share as a practical expedient. Such investments measured at NAV are not required to be categorized within the fair value hierarchy.

Consolidation of Variable Interest Entities

A VIE is an entity with which we have a relationship or arrangement that indicates some level of control over the entity or results in economic risks to us. We consolidate a VIE if we have: a) the power to direct the significant activities of the VIE and b) the right or obligation to absorb profit and loss from the VIE (primary beneficiary). See Note 13.

Derivative Instruments and Mark-to-Market Accounting

We have from time-to-time entered into derivative instruments to hedge interest rate risk. If the instrument meets the definition of a derivative under accounting standards related to derivative instruments and hedging activities, the fair value of each derivative is recognized on the balance sheet as a derivative asset or liability and changes in the fair value are recognized in net income, unless criteria for certain exceptions are met. This recognition is referred to as “mark-to-market” accounting.

Changes in Accounting Standards

Topic 606, “Revenue from Contracts with Customers” - Since May 2014, the Financial Accounting Standards Board (FASB) has issued Accounting Standards Update (ASU) 2014-09, along with other supplemental guidance (together, Topic 606). Topic 606 introduced new, increased requirements for disclosure of revenue in financial statements and guidance intended to eliminate inconsistencies in the recognition of revenue. We adopted Topic 606 effective January 1, 2018 using the modified retrospective approach and elected the practical expedient available that allows an entity to recognize revenue in the amount to which the entity has the right to invoice related to performance completed to date. Our revenues are generally recognized when the underlying service has been provided in an amount prescribed by the related tariff. The new guidance did not change this pattern of recognition and therefore the adoption did not have a material effect on our reported results of operations, financial position or cash flows. Topic 606 also requires the separate presentation of “alternative revenue program” revenues on the income statement. We recorded $7 million in alternative revenue program revenues in 2018 related to our energy efficiency program and disclosed such activity in Note 4. See Note 4 for additional disclosures about revenues from contracts with customers.

Topic 842, “Leases” - In February 2016, the FASB issued ASU 2016-02 which created FASB Topic 842, Leases (Topic 842). Topic 842 amends previous GAAP to require the balance sheet recognition of substantially all lease assets and liabilities, including operating leases. Operating lease liabilities are not classified as debt for GAAP purposes under Topic 842 and are not treated as debt for regulatory purposes. Under current standards, all of Oncor’s existing leases meet the definition of an operating lease. Under the new rules, the recognition of any finance leases (currently known as capital leases) on the balance sheet would be classified as debt for GAAP purposes and are expected to be defined as debt for our regulatory capital structure purposes (see Note 9 for details) similar to the current capital lease treatment. We adopted Topic 842 on January 1, 2019 and will use certain practical expedients and policy elections available under the guidance including a practical expedient to not assess whether existing land easements that were not previously accounted for as leases are or contain a lease under Topic 842, an adoption method to not restate comparative periods and a policy election to forego the application of Topic 842 recognition requirements to short-term leases. The initial adoption of Topic 842 will affect our 2019 balance sheet, as our contracts for office space and fleet vehicles are currently classified as operating leases. The initial adoption of Topic 842 is expected to result in the recording of operating lease assets and operating lease obligations each in the amount of approximately $100 million with no impact to results of operations or cash flows.

Topic 715, “Compensation – Retirement Benefits” amended by ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” - In March 2017, the FASB issued ASU 2017-07, an amendment to Topic 715. ASU 2017-07 requires the non-service cost components of net retirement benefit plan costs be presented as non-operating in the income statement. In addition, only the service cost component of net retirement benefit plan cost is eligible for capitalization as part of inventory or property, plant and equipment. We adopted ASU 2017-07 on January 1, 2018. The presentation of costs is required to be applied on a retrospective basis while the capitalization eligibility requirement is applied on a prospective basis. The guidance allows a practical expedient that permits use of previously disclosed service costs and non-service costs of the Pension and OPEB Plans in the comparative periods as appropriate estimates when recasting the presentation of these costs in the income statements. We have elected this practical expedient. For cash flow purposes on a prospective basis, non-service costs will be reflected as a reduction to operating cash flows, offset by lower cash used in investing activities (lower capital expenditures). The new guidance did not have a material effect on our results of operations, financial position or net change in total cash flows and we do not expect the guidance to have a material effect on our rate-making process. For the years 2016 and 2017, the adoption of

ASU 2017-07 resulted in a reclassification of expense of $28 million and $31 million from operation and maintenance expense to other income and (deductions), respectively, and a corresponding reclassification of benefit of $10 million and $11 million, respectively, from provision in lieu of income taxes to nonoperating provision in lieu of income taxes.

Topic 220, “Income Statement—Reporting Comprehensive Income” amended by ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” - In February 2018, the FASB issued ASU 2018-02, an amendment to Topic 220. ASU 2018-02 allows a reclassification from accumulated other comprehensive income (AOCI) to capital accounts for stranded tax effects resulting from the TCJA which we expect to elect. Under ASU 2018-02, an entity will be required to provide certain disclosures regarding stranded tax effects, including its accounting policy related to releasing the income tax effects from AOCI. Our stranded tax effects in AOCI are approximately $4 million and will increase our capital account upon reclassification. ASU 2018-02 can be applied either as of the beginning of the period of adoption or retrospectively as of the date of enactment of the TCJA and to each period in which the effect of the TCJA is recognized. ASU 2018-02 is effective for our 2019 annual reporting period, including interim periods therein, with early adoption permitted. We adopted the standard on a prospective basis, January 1, 2019.

2. EFH BANKRUPTCY PROCEEDINGS AND SEMPRA ACQUISITION

In April 2014, EFH Corp. and the substantial majority of its direct and indirect subsidiaries at the time, including EFIH, EFCH and TCEH, commenced proceedings under Chapter 11 of the U.S. Bankruptcy Code. The Oncor Ring-Fenced Entities were not parties to the EFH Bankruptcy Proceedings. In 2016, pursuant to a plan of reorganization confirmed by the bankruptcy court, the TCEH Debtors exited bankruptcy pursuant to the Vistra Spin-Off. As a result of the Vistra Spin-Off, Vistra and its subsidiaries, including Luminant and TXU Energy, ceased to be related parties of ours as of October 3, 2016. See Note 12 for details of Oncor’s related-party transactions with members of the Texas Holdings Group. In connection with the plans of reorganization in the EFH Bankruptcy Proceedings, on March 9, 2018, the Sempra Acquisition occurred and Sempra acquired the 80.03% of Oncor’s membership interests owned indirectly by EFH Corp. and EFIH as discussed in further detail below. Prior to consummation of the Sempra Acquisition, EFH Corp. had filed and confirmed other plans of reorganization and entered into various merger agreements with other parties in connection with the EFH Bankruptcy Proceedings that contemplated the transfer of its indirect ownership interest in Oncor, but those agreements were terminated and the contemplated transactions failed to close.

Sempra Acquisition

In August 2017, EFH Corp. and EFIH entered into an Agreement and Plan of Merger (Sempra Merger Agreement) with Sempra and one of its wholly-owned subsidiaries (collectively, the Sempra Parties) that contemplated the Sempra Parties acquiring the ownership interests in Oncor that were indirectly held by EFH Corp. The Sempra Acquisition closed on March 9, 2018 after obtaining the approval of the bankruptcy court in the EFH Bankruptcy Proceedings, the Federal Communications Commission and the PUCT. As a result of the Sempra Acquisition, EFH Corp. merged with an indirect subsidiary of Sempra, with EFH Corp. (renamed STH) continuing as the surviving company and an indirect, wholly-owned subsidiary of Sempra. The Sempra Merger Agreement did not impose any conditions on the EFH Debtors regarding Texas Transmission’s minority interest in Oncor. Accordingly, the Sempra Merger Agreement provided for the acquisition by Sempra of the 80.03% of Oncor’s membership interests owned indirectly by EFH Corp. and EFIH. In accordance with the Sempra Merger Agreement, Sempra paid cash consideration of approximately $9.45 billion to acquire the indirect 80.03% outstanding membership interest in Oncor. In addition, in a separate transaction, Oncor Holdings acquired 0.22% of the outstanding membership interests in Oncor from Investment LLC. After the Sempra Acquisition, Texas Transmission continued to own 19.75% of Oncor’s outstanding membership interests.

officers of Oncor.

Management Equity Purchase

On March 9, 2018, Oncor entered into an Interest Transfer Agreement (OMI Agreement) with Investment LLC, Oncor Holdings and Sempra. Pursuant to the 2008 Equity Interests Plan for Key Employees of Oncor Electric Delivery Company LLC and its affiliates, certain members of Oncor’s management, including Oncor’s executive officers and disinterested directors on Oncor’s board of directors, were granted the opportunity to purchase Class B equity interests (Class B Interests) in Investment LLC, an entity whose only assets consist of equity interests in Oncor. Investment LLC held 1,396,008 of the outstanding limited liability company interests in Oncor (the OMI Interests), which represented 0.22% of the outstanding membership interests in Oncor.

PUCT Matters Related to Sempra Acquisition

Pursuant to the Sempra Order, following the consummation of the Sempra Acquisition, the board of directors of Oncor is required to consist of thirteen members and be constituted as follows:

two members shall be designated by Sempra (through Oncor Holdings);

two members shall be appointed by Texas Transmission; and

Additional regulatory commitments, governance mechanisms and restrictions provided in the Sempra Order include, among others:

Oncor will make minimum aggregate capital expenditures equal to at least $7.5 billion over the period from January 1, 2018 through December 31, 2022 (subject to certain possible adjustments);

Sempra was required to make, within 60 days after the Sempra Acquisition, its proportionate share of the aggregate equity investment in Oncor in an amount necessary for Oncor to achieve a capital structure consisting of 57.5% long-term debt to 42.5% equity, as calculated for regulatory purposes, and pursuant to that requirement Sempra contributed $117 million in cash commensurate with its ownership interest to Oncor on April 23, 2018, as discussed in further detail in Note 9;

No transaction costs or transition costs related to the Sempra Acquisition (excluding Oncor employee time) will be borne by Oncor’s customers nor included in Oncor’s rates;

3. REGULATORY MATTERS

Regulatory Assets and Liabilities

Recognition of regulatory assets and liabilities and the periods over which they are to be recovered or refunded through rate regulation reflect the decisions of the PUCT. Components of our regulatory assets and liabilities and their remaining recovery periods as of December 31, 2018 are provided in the table below. Amounts not earning a return through rate regulation are noted.


	Remaining Rate Recovery/Amortization Period at	At December 31,
	December 31, 2018	2018		2017

Regulatory assets:
Employee retirement liability (a)(b)(c)	To be determined	$	648	$	854
Employee retirement costs being amortized	9 years		297		331
Employee retirement costs incurred since the last rate review period (b)	To be determined		73		30
Self-insurance reserve (primarily storm recovery costs) being amortized	9 years		351		394
Self-insurance reserve incurred since the last rate review period (b)	To be determined		59		49
Securities reacquisition costs	Lives of related debt		10		12
Deferred conventional meter and metering facilities depreciation	2 years		36		57
Under-recovered AMS costs	9 years		185		206
Excess deferred taxes	Various		-		197
Energy efficiency performance bonus (a)	1 year or less		7		12
Other regulatory assets	Various		25		38
Total regulatory assets			1,691		2,180

Regulatory liabilities:
Estimated net removal costs	Lives of related assets		1,023		954
Excess deferred taxes	Primarily over lives of related assets		1,571		1,789
Over-recovered wholesale transmission service expense (a)	1 year or less		89		47
Other regulatory liabilities	Various		14		17
Total regulatory liabilities			2,697		2,807
Net regulatory assets (liabilities)		$	(1,006)	$	(627)

____________

(a)

Not earning a return in the regulatory rate-setting process.

(b)

Recovery is specifically authorized by statute or by the PUCT, subject to reasonableness review.

(c)

Represents unfunded liabilities recorded in accordance with pension and OPEB accounting standards.

The excess deferred tax related balances are primarily the result of the TCJA corporate federal income tax rate reduction from 35% to 21%. These regulatory assets and liabilities reflect our obligation, as required by PUCT order in Docket No. 46957, to refund to utility customers any excess deferred tax related balances created by the reduction in the corporate federal income tax rate through reductions in our future tariffs.

DCRF (PUCT Docket No. 48231)

On April 5, 2018, we filed with the PUCT, as well as cities with original jurisdiction over Oncor’s rates, an application for approval of a DCRF. The DCRF will allow Oncor to recover, primarily through its tariff for retail delivery service, certain costs related to its 2017 distribution investments. We requested a $19 million increase in annual distribution revenues in our DCRF application. On June 13, 2018, we filed an unopposed stipulation that reduced the annual distribution revenue increase from $19 million to $15 million. The PUCT approved the stipulation on August 30, 2018, and the distribution tariffs became effective September 1, 2018.

Application to Decrease Rates Based on the TCJA of 2017 (PUCT Docket No. 48325)

In 2018, we made filings to incorporate the impacts of the TCJA into our tariffs, including the reduced corporate income tax rate from 35% to 21% and amortization of excess deferred federal income taxes. In the filings, we proposed a total net decrease in the revenue requirement used to set transmission and distribution rates of approximately $181 million annually as compared to the revenue requirement approved in Oncor’s most recent rate review, PUCT Docket No. 46957. The proposal included annual rate reductions of $144 million related to the reduction in income tax expense currently included in rates and $37 million related to the amortization of excess deferred income taxes over the lives of related assets. In September 2018, we reached an unopposed stipulation regarding an overall settlement of the TCJA impacts. The settlement includes, on an annual basis, $144 million related to the reduction of income tax expense currently in rates and $75 million related to amortization of excess deferred federal income taxes. The settlement rates have been implemented as follows on an interim basis pending final PUCT approval.

For transmission customers, our TCOS rate incorporated the tax rate reduction beginning March 27, 2018. On July 1, 2018, a new interim TCOS rate was approved, subject to reconciliation, including a reduction due to amortization of excess deferred federal income taxes. The settlement results in a reduction of about $79 million of annualized transmission base revenue requirement as compared to the revenue requirement approved in PUCT Docket No. 46957.

For distribution customers, interim rates implemented October 8, 2018 contain reductions for both the income tax expense currently in rates and the amortization of excess deferred tax expense. The settlement results in a reduction of about $140 million of annualized distribution base revenue requirement as compared to the revenue requirement approved in PUCT Docket No. 46957.

In addition, we agreed to refund the tax rate differential amounts collected and deferred since January 1, 2018, through the date the changed tariffs became effective. For transmission customers, we refunded tax amounts collected and deferred through March 26, 2018. For distribution customers, we refunded tax amounts collected and deferred through October 7, 2018. In total, the tax rate differential of $73 million was refunded as a bill credit in December 2018.

The pass-through of the impacts of the TCJA to ratepayers is not expected to impact net income. Amortization of excess deferred taxes will result in lower cash inflows as a result of reduced rates to end-use customers.

2017 Rate Review (PUCT Docket No. 46957)

In response to resolutions passed by numerous cities with original jurisdiction over electric utility rates, we filed rate review proceedings with the PUCT and original jurisdiction cities in our service territory in March 2017 based on a January 1, 2016 to December 31, 2016 test year.

In July 2017, we and certain parties to our rate review agreed to a settlement of that rate review, and on August 2, 2017 a settlement agreement was filed with the PUCT that settled all issues in the docket. On October 13, 2017, the PUCT issued an order approving the settlement of the rate review, subject to closing of the Sharyland Asset Exchange, which closed on November 9, 2017. As a result of the Sharyland Asset Exchange closing on November 9, 2017, the contingency in the PUCT order in PUCT Docket No. 46957 was met and our new rates as set forth in that order took effect on November 27, 2017. The order also required us to record as a regulatory liability, instead of revenue, the amount that we collected through our approved tariffs for federal income taxes that was above the new corporate federal income rate. Other significant findings include a change in our authorized return on equity to 9.80% and a change in our authorized regulatory capital structure to 57.5% debt to 42.5% equity. Our previous authorized return on equity was 10.25% and our

previous authorized regulatory capital structure was 60% debt to 40% equity. The PUCT order required us to record a regulatory liability from November 27, 2017 until the new authorized regulatory capital structure was met to reflect our actual capitalization prior to achieving the authorized capital structure. Our authorized regulatory capital structure was met in May 2018, and therefore we ceased accruing amounts to the capital structure refund regulatory liability as of that time. The regulatory liability of $6 million was approved on September 14, 2018 in PUCT Docket No. 48522, and the liability was subsequently returned to customers in September 2018.

Also, in accordance with the rate review final order, effective November 27, 2017, the AMS surcharge ceased and ongoing AMS costs are being recovered through base rates which include the recovery of the AMS regulatory asset over a 10-year period. We continue to recover previously approved retired conventional meters over time as a regulatory asset.

Sharyland Asset Exchange (PUCT Docket No. 47469)

On July 21, 2017, we entered into the Sharyland Agreement with the Sharyland Entities. The Sharyland Agreement provided that we would exchange certain of our transmission assets and cash for certain of the Sharyland Entities’ distribution assets (constituting substantially all of their electricity distribution business) and certain of their transmission assets. On October 13, 2017, the PUCT issued an order approving the Sharyland Asset Exchange and on November 9, 2017, the parties consummated the transactions. For more information on the Sharyland Agreement and the Sharyland Asset Exchange, see Note 14.

We are involved in various other regulatory proceedings in the normal course of business, the ultimate resolution of which, in the opinion of management, should not have a material effect upon our financial position, results of operations or cash flows.

4. REVENUES

General

Our revenue is billed monthly under tariffs approved by the PUCT and the majority of revenues are related to providing electric delivery service to consumers. Tariff rates are designed to recover the cost of providing electric delivery service to customers including a reasonable rate of return on invested capital. As the units delivered can be directly measured, our revenues are recognized when the underlying service has been provided in an amount prescribed by the related tariff. We recognize revenue in the amount that we have the right to invoice. Substantially all of our revenues are from contracts with customers (Topic 606 revenues) except for alternative revenue program revenues discussed below.

Reconcilable Tariffs

The PUCT has designated certain tariffs (primarily TCRF, EECRF and previously AMS surcharges and charges related to transition bonds) as reconcilable, which means the differences between amounts billed under these tariffs and the related incurred costs are deferred as either regulatory assets or regulatory liabilities. Accordingly, at prescribed intervals, future tariffs are adjusted to either repay regulatory liabilities or collect regulatory assets.

As a result of the 2017 rate review order effective November 27, 2017, the AMS surcharges ceased and AMS related expenses and return became recoverable through distribution base rates.

Alternative Revenue Program

The PUCT has implemented an incentive program allowing us to earn performance bonuses by exceeding PUCT energy efficiency program targets. This incentive program is considered an “alternative revenue program” for GAAP purposes and the related performance bonus revenues are outside of the scope of Topic 606. Annual performance bonuses are recognized as revenue when approved by the PUCT, typically in the third or fourth quarter each year. In 2018, the PUCT approved a $7 million bonus that we recognized in revenues in 2018.

Disaggregation of Revenues

The following table reflects electric delivery revenues disaggregated by tariff:


	Year Ended December 31,
	2018

Operating revenues
Revenues contributing to earnings:
Distribution base revenues	$	2,139
Transmission base revenues (TCOS revenues)
Billed to third-party wholesale customers		548
Billed to REPs serving Oncor distribution customers, through TCRF		310
Total transmission base revenues		858
Other miscellaneous revenues		71
Total revenues contributing to earnings		3,068

Revenues collected for pass-through expenses:
TCRF - third-party wholesale transmission service		962
EECRF and other regulatory charges		71
Revenues collected for pass-through expenses		1,033

Total operating revenues	$	4,101

Customers

Our distribution customers consist of approximately 90 REPs and certain electric cooperatives in our certificated service area. The consumers of the electricity we deliver are free to choose their electricity supplier from REPs who compete for their business. Our transmission base revenues are collected from load serving entities benefitting from our transmission system. Our transmission customers consist of municipalities, electric cooperatives and other distribution companies. REP subsidiaries of our two largest counterparties represented 23% and 19% of our total operating revenues for the year ended 2018, 22% and 18% for the year ended 2017 and 23% and 17% for the year ended 2016. No other customer represented more than 10% of our total operating revenues.

Variability

Our revenues and cash flows are subject to seasonality, timing of customer billings, weather conditions and other electricity usage drivers, with revenues being highest in the summer. Payment is due 35 days after invoicing. Under a PUCT rule relating to the Certification of Retail Electric Providers, write-offs of uncollectible amounts owed by nonaffiliated REPs are recoverable as a regulatory asset.

Pass-through Expenses

Expenses which are allowed to be passed-through to customers (primarily, third party wholesale transmission service and energy efficiency program costs) are generally recognized as revenue at the time the costs are incurred. Franchise taxes are assessed by local governmental bodies, based on kWh delivered and are not a “pass-through” item. The rates we charge customers are intended to recover the franchise taxes, but we are not acting as an agent to collect the taxes from customers; therefore, franchise taxes are reported as a principal component of “taxes other than amounts related to income taxes” instead of a reduction to “revenues” in the income statement.

5. PROVISION IN LIEU OF INCOME TAXES

Tax Cuts and Jobs Act (TCJA)

On December 22, 2017, the TCJA was signed into law. Substantially all of the provisions of the TCJA are effective for our taxable years beginning January 1, 2018. The TCJA includes significant changes to the Code, including amendments which significantly change the taxation of business entities and includes specific provisions related to regulated public utilities such as Oncor. The most significant TCJA change that impacts us is the reduction in the corporate federal income tax rate from 35% to 21%. The specific provisions related to regulated public utilities in the TCJA applicable to us include the continued deductibility of interest expense, the elimination of bonus depreciation on certain property acquired after September 27, 2017 and certain rate normalization requirements for accelerated depreciation benefits.

Changes in the Code from the TCJA had a material impact on our financial statements in 2017. Under GAAP, specifically Topic 740, Income Taxes, the tax effects of changes in tax laws must be recognized when the law is enacted, or December 22, 2017 for the TCJA. Topic 740 also requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. Based on this, our liability in lieu of deferred income taxes was re-measured at the date of enactment using the new tax rate.

We have completed the measurement and accounting for the effects of the TCJA. The re-measurement of our liability in lieu of deferred income taxes related to our non-regulated operations resulted in a $21 million charge to the nonoperating provision in lieu of tax expense for the year ended December 31, 2017. The re-measurement of our liability in lieu of deferred income taxes related to our regulated operations resulted in a $1.6 billion decrease in our liability in lieu of deferred income taxes at December 22, 2017 and a corresponding increase in our regulatory liabilities.

Components of Liability in Lieu of Deferred Income Taxes

The components of our liability in lieu of deferred income taxes are provided in the table below.


	At December 31,
	2018		2017

Deferred Tax Related Assets:
Employee benefit liabilities	$	234	$	253
Regulatory liabilities		55		15
Other		6		7
Total		295		275
Deferred Tax Related Liabilities:
Property, plant and equipment		1,651		1,551
Regulatory assets		245		240
Other		1		1
Total		1,897		1,792
Liability in lieu of deferred income taxes - net	$	1,602	$	1,517

Provision (Benefit) in Lieu of Income Taxes

The components of our reported provision (benefit) in lieu of income taxes are as follows:


	Year Ended December 31,
	2018		2017(1)		2016(1)

Reported in operating expenses:
Current:
U.S. federal	$	112	$	(55)	$	60
State		21		20		20
Deferred:
U.S. federal		21		303		191
State		-		-		-
Amortization of investment tax credits		(2)		(2)		(2)
Total reported in operating expenses		152		266		269
Reported in other income and deductions:
Current:
U.S. federal		(32)		(5)		(5)
State		-		-		-
Deferred federal		(3)		6		(10)
Total reported in other income and deductions		(35)		1		(15)
Total provision in lieu of income taxes	$	117	$	267	$	254

________________

(1) As adjusted for the retrospective adoption of ASU 2017-07, as discussed in Note 1.

Reconciliation of provision in lieu of income taxes computed at the U.S. federal statutory rate to provision in lieu of income taxes:


	Year Ended December 31,
	2018		2017		2016

Income before provision in lieu of income taxes	$	662	$	686	$	685
Provision in lieu of income taxes at the U.S. federal statutory rate of 21% for 2018 and 35% for 2017 and 2016	$	139	$	240	$	240
Amortization of investment tax credits – net of deferred tax effect		(2)		(2)		(2)
Amortization of excess deferred taxes		(18)		(1)		(1)
Impact of federal statutory rate change from 35% to 21%		-		21		-
Texas margin tax, net of federal tax benefit		17		13		13
Nontaxable gains on benefit plan investments		(1)		(4)		-
Other, including audit settlements		(18)		-		4
Reported provision in lieu of income taxes	$	117	$	267	$	254
Effective rate		17.7%		38.9%		37.1%

The net amounts of $1.602 billion and $1.517 billion reported in the balance sheets at December 31, 2018 and 2017, respectively, as liability in lieu of deferred income taxes include amounts previously recorded as net deferred tax liabilities. Upon the sale of equity interests to Texas Transmission and Investment LLC in 2008, we became a partnership for U.S. federal income tax purposes, and the temporary differences that gave rise to the deferred taxes will, over time, become taxable to the equity holders. Under a tax sharing agreement among us and our equity holders (see Note 1), we make payments to the equity holders related to income taxes when amounts would have become due to the IRS if Oncor was taxed as a corporation. Accordingly, as the temporary differences become taxable, we will pay the equity holders. In the

event such amounts are not paid under the tax sharing agreement, it is probable that this regulatory liability will continue to be included in Oncor’s rate setting processes.

Accounting For Uncertainty in Provision in Lieu of Income Taxes

The statute of limitations is open for our partnership tax returns for the years beginning after December 31, 2009, however, the IRS has declined to review the tax returns for the years ended prior to January 1, 2016. Texas margin tax returns are under examination or still open for examination for tax years beginning after 2014. We are not a member of any consolidated federal tax group and assess our liability for uncertain tax positions in our partnership returns.

We had no uncertain tax positions in 2018. The following table summarizes the changes to the uncertain tax positions reported in other noncurrent liabilities in our consolidated balance sheet during the years ended December 31, 2017 and 2016:

As of December 31, 2016, the $3 million balance represents tax positions for which the uncertainty relates to the timing of recognition for tax purposes. In the first quarter 2017, EFH Corp. settled all open tax claims with the IRS. As a result, we reduced the liability for uncertain tax positions by $3 million. This reduction is reported as a decrease in income taxes in 2017.

Noncurrent liabilities included no accrued interest related to uncertain tax positions at December 31, 2018 and 2017. There were no amounts recorded related to interest and penalties in the years ended December 31, 2018, 2017 and 2016. The federal income tax benefit on the interest accrued on uncertain tax positions, if any, is recorded as liability in lieu of deferred income taxes.

6. SHORT-TERM BORROWINGS

At December 31, 2018 and 2017, outstanding short-term borrowings under our commercial paper program (CP Program) and revolving credit facility (Credit Facility) consisted of the following:


	At December 31,
	2018		2017
Total borrowing capacity	$	2,000	$	2,000
Commercial paper outstanding (a)		(813)		-
Credit facility outstanding (b)		-		(950)
Letters of credit outstanding (c)		(9)		(9)
Available unused credit	$	1,178	$	1,041

____________

The weighted average interest rate for commercial paper at December 31, 2018 was 2.74%.

The weighted average interest rate for the Credit Facility at December 31, 2017 was 2.62%.

Interest rates on outstanding letters of credit at December 31, 2018 and December 31, 2017 were 1.200% and 1.325%, respectively, based on our credit ratings.

CP Program

In March 2018, we established the CP Program, under which we may issue unsecured commercial paper notes (Notes) on a private placement basis up to a maximum aggregate face or principal amount outstanding at any time of $2.0 billion. We also entered into commercial paper dealer agreements (Dealer Agreements) with commercial paper dealers (Dealers). The Dealer Agreements are substantially identical in all material respects except as to the parties thereto. A

national bank acts as the issuing and paying agent under the CP Program pursuant to the terms of an issuing and paying agent agreement.

The proceeds of Notes issued under the CP Program are used for working capital and general corporate purposes. The CP Program obtains liquidity support from our Credit Facility discussed below. If at any time funds are not available on favorable terms under the CP Program, we may utilize the Credit Facility for funding.

The Dealer Agreements provide the terms under which the Dealers will either purchase from us or arrange for the sale by us of Notes pursuant to an exemption from federal and state securities laws. The Dealer Agreements contain customary representations, warranties, covenants and indemnification provisions. The maturities of the Notes will vary, but may not exceed 364 days from the date of issue. The Notes will be sold at a discount from par or, alternatively, will be sold at par and bear interest. Interest rates will vary based upon market conditions at the time of issuance of the Notes and may be fixed or floating determined by reference to a base rate and spread.

From time to time, one or more of the Dealers and certain of their respective affiliates have provided, and may in the future provide, commercial banking, investment banking and other financial advisory services to us and our affiliates for which the Dealers have received or will receive customary fees and expenses. In addition, certain of the Dealers or their affiliates are lenders under the Credit Facility.

Revolving Credit Facility

In November 2017, we entered into a $2.0 billion unsecured revolving credit facility (Credit Facility) to be used for working capital and general corporate purposes, issuances of letters of credit and support for any commercial paper issuances. We may request increases in our borrowing capacity in increments of not less than $100 million, not to exceed $400 million in the aggregate, provided certain conditions are met, including lender approvals. The Credit Facility has a five-year term expiring in November 2022 and gives us the option of requesting up to two one-year extensions, with such extensions subject to certain conditions and lender approvals. The Credit Facility replaced our previous $2.0 billion secured revolving credit facility (previous credit facility), which was terminated in connection with our entrance into the Credit Facility. Borrowings under our previous credit facility were secured with the lien of the Deed of Trust discussed in Note 7 below.

Borrowings under the Credit Facility bear interest at per annum rates equal to, at our option, (i) adjusted LIBOR plus a spread ranging from 0.875% to 1.50% depending on credit ratings assigned to our senior secured non-credit enhanced long-term debt or (ii) an alternate base rate (the highest of (1) the prime rate of JPMorgan Chase, (2) the federal funds effective rate plus 0.50%, and (3) adjusted LIBOR plus 1.00%) plus a spread ranging from 0.00% to 0.50% depending on credit ratings assigned to our senior secured non-credit enhanced long-term debt. Amounts borrowed under the Credit Facility, once repaid, can be borrowed again from time to time.

An unused commitment fee is payable quarterly in arrears and upon termination or commitment reduction at a rate equal to 0.075% to 0.225% (such spread depending on certain credit ratings assigned to our senior secured debt) of the daily unused commitments under the Credit Facility. Letter of credit fees on the stated amount of letters of credit issued under the Credit Facility are payable to the lenders quarterly in arrears and upon termination at a rate per annum equal to the spread over adjusted LIBOR. Customary fronting and administrative fees are also payable to letter of credit fronting banks. At December 31, 2018, letters of credit bore interest at 1.20%, and a commitment fee (at a rate of 0.125% per annum) was payable on the unfunded commitments under the Credit Facility, each based on our current credit ratings.

The Credit Facility contains customary covenants for facilities of this type, restricting, subject to certain exceptions, us and our subsidiaries from, among other things: incurring certain additional liens (not including liens relating to obligations secured pursuant to our Deed of Trust, which are permitted); entering into mergers and consolidations; sales of substantial assets and acquisitions and investments in subsidiaries. In addition, the Credit Facility requires that we maintain a consolidated senior debt-to-capitalization ratio of no greater than 0.65 to 1.00 and observe certain customary reporting requirements and other affirmative covenants. For purposes of the ratio, debt is calculated as indebtedness defined in the Credit Facility (principally, the sum of long-term debt, any capital leases, short-term debt and debt due

currently in accordance with GAAP). Capitalization is calculated as membership interests determined in accordance with GAAP plus indebtedness described above. At December 31, 2018, we were in compliance with this and all other covenants.

7. LONG-TERM DEBT

Our senior notes are secured by a first priority lien on certain transmission and distribution assets equally and ratably with all of Oncor’s other secured indebtedness. See “Deed of Trust” below for additional information. At December 31, 2018 and 2017, our long-term debt consisted of the following:


	December 31,
	2018		2017

Secured:
6.80% Fixed Senior Notes due September 1, 2018	$	-	$	550
2.15% Fixed Senior Notes due June 1, 2019		250		250
5.75% Fixed Senior Notes due September 30, 2020		126		126
4.10% Fixed Senior Notes due June 1, 2022		400		400
7.00% Fixed Debentures due September 1, 2022		482		800
2.95% Fixed Senior Notes due April 1, 2025		350		350
3.70% Fixed Senior Notes due November 15, 2028		350		-
5.75% Fixed Senior Notes due March 15, 2029		318		-
7.00% Fixed Senior Notes due May 1, 2032		500		500
7.25% Fixed Senior Notes due January 15, 2033		350		350
7.50% Fixed Senior Notes due September 1, 2038		300		300
5.25% Fixed Senior Notes due September 30, 2040		475		475
4.55% Fixed Senior Notes due December 1, 2041		400		400
5.30% Fixed Senior Notes due June 1, 2042		500		500
3.75% Fixed Senior Notes due April 1, 2045		550		550
3.80% Fixed Senior Notes due September 30, 2047		325		325
4.10% Fixed Senior Notes due November 15, 2048		450		-
Secured long-term debt		6,126		5,876
Unsecured:
Term loan credit agreement due no later than March 26, 2019		-		275
Term loan credit agreement maturing December 9, 2019		350		-
Total long-term debt		6,476		6,151
Unamortized discount and debt issuance costs		(41)		(34)
Less amount due currently		(600)		(550)
Long-term debt, less amounts due currently	$	5,835	$	5,567

Debt-Related Activity in 2018

Debt Repayments

Repayments of long-term debt in 2018 consisted of $275 million aggregate principal amount of the term loan credit agreement due March 26, 2019 and $550 million aggregate principal amount of our 6.80% senior secured notes due September 1, 2018 (2018 Notes). The term loan credit agreement was repaid in full, and the 2018 Notes were defeased on August 10, 2018.

Debt Issuances

Senior Secured Notes

In August 2018, we issued $350 million aggregate principal amount of 3.70% senior secured notes due November 15, 2028 (the 2028 Notes) and $450 million aggregate principal amount of 4.10% senior secured notes due November 15, 2048 (the 2048 Notes and, together with the 2028 Notes, the New Notes). We used the proceeds (net of the initial purchasers’ discount, fees and expenses) of $791 million from the sale of the New Notes for general corporate purposes, including to pay the amount required for defeasance of our 2018 Notes, to repay the $131 million outstanding under our term loan credit agreement, and to repay notes due under our CP Program. The New Notes are secured by a first priority lien, and are secured equally and ratably with all of our other secured indebtedness.

Interest on the New Notes is payable in cash semiannually in arrears on May 15 and November 15 of each year, and the first interest payment was November 15, 2018. Prior to August 15, 2028, in the case of the 2028 Notes, and May 15, 2048, in the case of the 2048 Notes, we may redeem such Notes at any time, in whole or in part, at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a “make-whole” premium. On and after August 15, 2028, in the case of the 2028 Notes, and May 15, 2048, in the case of the 2048 Notes, we may redeem such New Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of such New Notes, plus accrued and unpaid interest. The New Notes also contain customary events of default, including failure to pay principal or interest when due.

The New Notes and 2029 Notes (defined below) were issued in separate private placements. In January 2019, we completed an offering with the holders of the New Notes and 2029 Notes to exchange their respective New Notes and 2029 Notes for notes that have terms identical in all material respects to the New Notes and 2029 Notes (Exchange Notes), except that the Exchange Notes do not contain terms with respect to transfer restrictions, registration rights and payment of additional interest for failure to observe certain obligations in a certain registration rights agreement. The Exchange Notes were registered on a Form S-4, which was declared effective in December 2018.

Debt Exchange

On November 30, 2018, we issued $318 million aggregate principal amount of 5.75% Senior Secured Notes due 2029 (the “2029 Notes”) in exchange for a like principal amount of our outstanding 7.00% Debentures due 2022 (the “2022 Notes”). We received no proceeds from the exchange.

The 2029 Notes bear interest at a rate of 5.75% per annum and mature on March 15, 2029. Interest on the 2029 Notes is payable in cash semiannually in arrears on March 15 and September 15 of each year, and the first interest payment is due on March 15, 2019. Prior to December 15, 2028, Oncor may redeem the New Notes at any time, in whole or in part, at a price equal to 100% of their principal amount, plus accrued and unpaid interest and a “make-whole” premium. On and after December 15, 2028, Oncor may redeem the New Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of such New Notes, plus accrued and unpaid interest. The 2029 Notes, the Indenture and the Deed of Trust also contain customary events of default, including failure to pay principal or interest on the New Notes when due, among others.

Term Loan Credit Agreement

On December 10, 2018, we entered into an unsecured term loan credit agreement in an aggregate principal amount of $350 million. We used the proceeds (net of the fees and expenses) for general corporate purposes, including to repay notes under our CP Program. The term loan credit agreement has a 12-month term maturing on December 9, 2019, and may be extended at our option up to an additional six months.

At December 31, 2018, we had outstanding borrowings of $350 million under the term loan credit agreement bearing interest at a rate per annum of 3.44%.

Loans under the term loan credit agreement bear interest at per annum rates equal to, at our option, (i) LIBOR plus 0.55%, until December 9, 2019, and LIBOR plus 0.60% on or after December 10, 2019, or (ii) an alternate base rate (the highest of (1) the prime rate of Mizuho, (2) the federal funds effective rate plus 0.50%, and (3) daily one-month LIBOR plus 1.00%).

The term loan credit agreement contains customary covenants for facilities of this type, restricting, subject to certain exceptions, us and our subsidiaries from, among other things, incurring additional liens, entering into mergers and consolidations, and sales of substantial assets. In addition, the term loan credit agreement requires that we maintain a consolidated senior debt to capitalization ratio of no greater than 0.65 to 1.00 and observe certain customary reporting requirements and other affirmative covenants. At December 31, 2018, we were in compliance with the covenants under our term loan credit agreement.

The term loan credit agreement also contains customary events of default for facilities of this type the occurrence of which would allow the lenders to accelerate all outstanding loans and terminate their commitments, including certain changes in control of Oncor that are not permitted transactions under the term loan credit agreement, cross-default provisions in the event Oncor or any of its subsidiaries defaults on indebtedness in a principal amount in excess of $100 million or receives judgments for the payment of money in excess of $100 million that are not discharged within 60 days.

Deed of Trust

Our secured indebtedness is secured equally and ratably by a first priority lien on property we acquired or constructed for the transmission and distribution of electricity. The property is mortgaged under the Deed of Trust. The Deed of Trust permits us to secure indebtedness (excluding borrowings under the Credit Facility and the term loan credit agreement) with the lien of the Deed of Trust up to the aggregate of (i) the amount of available bond credits, and (ii) 85% of the lower of the fair value or cost of certain property additions that could be certified to the Deed of Trust collateral agent. At December 31, 2018, the amount of available bond credits was approximately $3.586 billion and the amount of future debt we could secure with property additions, subject to those property additions being certified to the Deed of Trust collateral agent, was $2.587 billion.

Maturities

Long-term debt maturities at December 31, 2018, are as follows:


Year	Amount
2019	$	600
2020		126
2021		-
2022		882
2023		-
Thereafter		4,868
Unamortized discount and debt issuance costs		(41)
Total	$	6,435

Fair Value of Long-Term Debt

At December 31, 2018 and 2017, the estimated fair value of our long-term debt (including current maturities) totaled $7.086 billion and $7.153 billion, respectively, and the carrying amount totaled $6.435 billion and $6.117 billion, respectively. The fair value is estimated using observable market data, representing Level 2 valuations under accounting standards related to the determination of fair value.

8. COMMITMENTS AND CONTINGENCIES

EFH Bankruptcy Proceedings and Sempra Acquisition

Leases

At December 31, 2018, our future minimum lease payments under our operating leases (with initial or remaining noncancelable lease terms in excess of one year) were as follows:


Year	Amount
2019	$	29
2020		22
2021		20
2022		15
2023		8
Thereafter		5
Total future minimum lease payments	$	99

Rent charged to operation and maintenance expense totaled $28 million, $27 million and $9 million for the years ended December 31, 2018, 2017 and 2016, respectively.

Capital Expenditures

As part of the Sempra Acquisition, Oncor has committed to make minimum aggregate capital expenditures equal to at least $7.5 billion over the 5-year period ending December 31, 2022 as discussed in Note 2.

Energy Efficiency Spending

We are required to annually invest in programs designed to improve customer electricity demand efficiencies to satisfy ongoing regulatory requirements. The 2019 requirement is $50 million, which is recoverable in rates.

Legal/Regulatory Proceedings

We are involved in various legal and administrative proceedings in the normal course of business, the ultimate resolution of which, in the opinion of management, should not have a material effect upon our financial position, results of operations or cash flows.

Labor Contracts

At December 31, 2018, approximately 18% of our full time employees were represented by a labor union and covered by a collective bargaining agreement with an expiration date of October 25, 2019.

Environmental Contingencies

We must comply with environmental laws and regulations applicable to the handling and disposal of hazardous waste. We are in compliance with all current laws and regulations; however, the impact, if any, of changes to existing regulations or the implementation of new regulations is not determinable. The costs to comply with environmental regulations can be significantly affected by the following external events or conditions:

changes to existing state or federal regulation by governmental authorities having jurisdiction over control of toxic substances and hazardous and solid wastes, and other environmental matters, and

the identification of additional sites requiring clean-up or the filing of other complaints in which we may be asserted to be a potential responsible party.

We have not identified any significant potential environmental liabilities at this time.

9. MEMBERSHIP INTERESTS

Cash Distributions

Distributions are limited by the requirement to maintain our regulatory capital structure at or below the assumed debt-to-equity ratio established periodically by the PUCT for ratemaking purposes. The PUCT has the authority to determine what types of debt and equity are included in a utility’s debt-to-equity ratio. For purposes of this ratio, debt is calculated as long-term debt including capital leases plus unamortized gains on reacquired debt less unamortized issuance expenses, premiums and losses on reacquired debt. Equity is calculated as membership interests determined in accordance with GAAP, excluding the effects of acquisition accounting from a 2007 transaction (which included recording the initial goodwill and fair value adjustments and subsequent related impairments and amortization).

Our PUCT authorized capital structure is 57.5% debt to 42.5% equity effective November 27, 2017 based on the PUCT order issued in PUCT Docket No. 46957 (see Note 3 for additional information). Our previous PUCT authorized capital structure was 60% debt to 40% equity. At December 31, 2018, $41 million was available for distribution to our members, as our regulatory capitalization ratio was 57.3% debt to 42.7% equity. The PUCT order required us to record a regulatory liability from November 27, 2017 until the new authorized regulatory capital structure was met to reflect our actual capitalization prior to achieving the authorized capital structure. Our authorized regulatory capital structure was met in May 2018, and therefore we ceased accruing amounts to the capital structure refund regulatory liability as of that time. The regulatory liability of $6 million was approved on September 14, 2018 in PUCT Docket No. 48522, and the liability was subsequently returned to customers in September 2018.

On February 20, 2019, our board of directors declared a cash distribution of $71 million, which was paid to our members on February 22, 2019. During 2018, our board of directors declared, and we paid, the following cash distributions to our members:


Declaration Date	Payment Date	Amount
October 24, 2018	November 6, 2018	$	179
July 25, 2018	August 1, 2018	$	30

During 2017, our board of directors declared, and we paid, the following cash distributions to our members:


Declaration Date	Payment Date	Amount
July 26, 2017	August 1, 2017	$	65
April 26, 2017	April 27, 2017	$	86
March 22, 2017	March 24, 2017	$	86

Cash Contributions

On February 19, 2019, we received cash capital contributions from our members totaling $70 million. During 2018, we received the following capital cash contributions from our members.


Received	Amount
November 2018	$	140
April 2018	$	144

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes to accumulated other comprehensive income (loss) for the years ended December 31, 2018, 2017 and 2016 net of tax.


	Cash Flow Hedges – Interest Rate Swap		Defined Benefit Pension and OPEB Plans		Accumulated Other Comprehensive Income (Loss)

Balance at December 31, 2015	$	(22)	$	(91)	$	(113)
Defined benefit pension plans		-		-		-
Amounts reclassified from accumulated other comprehensive income (loss) and reported in interest expense and related charges		2		-		2
Balance at December 31, 2016	$	(20)	$	(91)	$	(111)
Defined benefit pension plans		-		8		8
Amounts reclassified from accumulated other comprehensive income (loss) and reported in interest expense and related charges		2		-		2
Balance at December 31, 2017	$	(18)	$	(83)	$	(101)
Defined benefit pension plans		-		(65)		(65)
Amounts reclassified from accumulated other comprehensive income (loss) and reported in interest expense and related charges		2		-		2
Balance at December 31, 2018	$	(16)	$	(148)	$	(164)

10. EMPLOYEE BENEFIT PLANS

Regulatory Recovery of Pension and OPEB Costs

PURA provides for our recovery of pension and OPEB costs applicable to services of our active and retired employees, as well as services of certain EFH Corp./Vistra active and retired employees for periods prior to the deregulation and disaggregation of EFH Corp.’s electric utility businesses effective January 1, 2002 (recoverable service). Accordingly, in 2005, we entered into an agreement with a predecessor of EFH Corp. whereby we assumed responsibility for applicable pension and OPEB costs related to those personnel’s recoverable service. We subsequently entered into agreements with EFH Corp. and a Vistra affiliate regarding provision of these benefits. Pursuant to our agreement with the Vistra affiliate, we now sponsor an OPEB plan that provides certain retirement healthcare and life insurance benefits to eligible former Oncor, EFH Corp. and Vistra employees for whom both Oncor and Vistra bear a portion of the benefit responsibility. See “OPEB Plans” below for more information.

We are authorized to establish a regulatory asset or liability for the difference between the amounts of pension and OPEB costs approved in current billing rates and the actual amounts that would otherwise have been recorded as charges or credits to earnings related to recoverable service. Amounts deferred are ultimately subject to regulatory approval. At December 31, 2018 and 2017, we had recorded regulatory assets totaling $1.018 billion and $1.215 billion, respectively, related to pension and OPEB costs, including amounts related to deferred expenses as well as amounts related to unfunded liabilities that otherwise would be recorded as other comprehensive income.

We have also assumed primary responsibility for pension benefits of a closed group of retired and terminated vested plan participants not related to our regulated utility business (non-recoverable service) in a 2012 transaction. Any retirement costs associated with non-recoverable service is not recoverable through rates.

Pension Plans

We sponsor the Oncor Retirement Plan and also have liabilities under the Vistra Retirement Plan (formerly EFH Retirement Plan), both of which are qualified pension plans under Section 401(a) of the Code, and are subject to the provisions of ERISA. Employees do not contribute to either plan. These pension plans provide benefits to participants under one of two formulas: (i) a Cash Balance Formula under which participants earn monthly contribution credits based on their compensation and a combination of their age and years of service, plus monthly interest credits or (ii) a Traditional Retirement Plan Formula based on years of service and the average earnings of the three years of highest earnings. The interest component of the Cash Balance Formula is variable and is determined using the yield on 30-year Treasury bonds. Under the Cash Balance Formula, future increases in earnings will not apply to prior service costs.

All eligible employees hired after January 1, 2001 participate under the Cash Balance Formula. Certain employees, who, prior to January 1, 2002, participated under the Traditional Retirement Plan Formula, continue their participation under that formula. It is the sponsors’ policy to fund the plans on a current basis to the extent required under existing federal tax and ERISA regulations.

We also have the Supplemental Retirement Plan for certain employees whose retirement benefits cannot be fully earned under the qualified retirement plan. Supplemental Retirement Plan amounts are included in the reported pension amounts below.

At December 31, 2018, the pension plans’ projected benefit obligation included a net actuarial gain of $232 million for 2018 due primarily to an increase in the discount rate. Actual returns on pension plan assets in 2018 were less than the expected return on assets by $299 million resulting in a net actuarial loss of $67 million. We expect the pension plans’ estimated amortizations of net actuarial losses to decrease by $20 million in 2019 reflecting these changes.

OPEB Plans

We currently sponsor two OPEB Plans. One plan covers our eligible current and future retirees whose services are 100% attributed to the regulated business. Effective January 1, 2018, we established a second plan to cover EFH Corp./Vistra retirees and eligible current and future retirees whose employment services were assigned to both Oncor (or a predecessor regulated utility business) and the non-regulated business of EFH Corp./Vistra. Vistra is solely responsible for its portion of the liability for retiree benefits related to those retirees. The establishment of the second plan is not expected to have an impact on our financial statements.

OPEB plans’ contributions are generally required to be made at least annually based on OPEB expense included in rates. Contributions are placed in an irrevocable external trust fund dedicated to the payment of OPEB expenses.

At December 31, 2018, the OPEB plans’ projected benefit obligation included a net actuarial gain of $196 million for 2018 including $88 million from an increase in the discount rate and $108 million from changes associated with updates to census data, mortality, health care claims and trend assumptions. Actual returns on OPEB plans’ assets in 2018 were less than the expected return on assets by $19 million resulting in a net actuarial gain of $177 million. We expect the OPEB plans’ estimated amortizations of net actuarial losses to decrease by $38 million in 2019 reflecting these changes.

Pension and OPEB Costs Recognized as Expense

Pension and OPEB amounts provided herein include amounts related only to our portion of the various plans based on actuarial computations and reflect our employee and retiree demographics as described above. Our net costs related to pension and OPEB plans for the years ended December 31, 2018, 2017 and 2016 were comprised of the following:


	Year Ended December 31,
	2018		2017		2016

Pension costs	$	77	$	85	$	76
OPEB costs		70		58		62
Total benefit costs		147		143		138
Less amounts recognized principally as property or a regulatory asset		(69)		(98)		(100)
Net amounts recognized as operation and maintenance expense or other deductions	$	78	$	45	$	38

The calculated value method is used to determine the market-related value of the assets held in the trust for purposes of calculating our pension costs. Realized and unrealized gains or losses in the market-related value of assets are included over a rolling four-year period. Each year, 25% of such gains and losses for the current year and for each of the preceding three years is included in the market-related value. Each year, the market-related value of assets is increased for contributions to the plan and investment income and is decreased for benefit payments and expenses for that year.

The fair value method is used to determine the market-related value of the assets held in the trust for purposes of calculating OPEB cost.

Detailed Information Regarding Pension and OPEB Benefits

The following pension and OPEB information is based on December 31, 2018, 2017 and 2016 measurement dates:


	Pension Plans						OPEB Plans
	Year Ended December 31,						Year Ended December 31,
	2018		2017		2016		2018		2017		2016

Assumptions Used to Determine Net Periodic Pension and OPEB Costs:
Discount rate	3.54%		4.05%		4.30%		3.73%		4.35%		4.60%
Expected return on plan assets	5.11%		5.17%		5.54%		6.20%		6.10%		6.30%
Rate of compensation increase	4.46%		3.33%		3.29%		-		-		-

Components of Net Pension and OPEB Costs:
Service cost	$	27	$	24	$	23	$	8	$	7	$	7
Interest cost		121		131		134		44		47		49
Expected return on assets		(120)		(115)		(122)		(9)		(8)		(9)
Amortization of prior service cost (credit)		-		-		-		(30)		(20)		(20)
Amortization of net loss		49		45		41		57		32		35
Net periodic pension and OPEB costs	$	77	$	85	$	76	$	70	$	58	$	62

Other Changes in Plan Assets and Benefit Obligations Recognized as Regulatory Assets or in Other Comprehensive Income:
Net loss (gain)	$	67	$	(11)	$	41	$	(177)	$	139	$	10
Amortization of net loss		(49)		(45)		(41)		(57)		(32)		(35)
Plan amendments		-		-		-		-		(78)		-
Amortization of prior service (cost) credit		-		-		-		30		20		20
Total recognized as regulatory assets or other comprehensive income		18		(56)		-		(204)		49		(5)
Total recognized in net periodic pension and OPEB costs and as regulatory assets or other comprehensive income	$	95	$	29	$	76	$	(134)	$	107	$	57


	Pension Plans			OPEB Plans
	Year Ended December 31,			Year Ended December 31,
	2018	2017	2016	2018	2017	2016

Assumptions Used to Determine Benefit Obligations at Period End:
Discount rate	4.18%	3.54%	4.05%	4.41%	3.73%	4.35%
Rate of compensation increase	4.53%	4.46%	3.33%	-	-	-


	Pension Plans				OPEB Plans
	Year Ended December 31,				Year Ended December 31,
	2018		2017		2018		2017

Change in Projected Benefit Obligation:
Projected benefit obligation at beginning of year	$	3,500	$	3,307	$	1,198	$	1,116
Service cost		27		24		8		7
Interest cost		121		131		44		47
Participant contributions		-		-		19		19
Plan amendments		-		-		-		(78)
Actuarial (gain) loss		(232)		201		(196)		154
Benefits paid		(175)		(163)		(67)		(67)
Annuity purchase		(79)		-		-		-
Projected benefit obligation at end of year	$	3,162	$	3,500	$	1,006	$	1,198
Accumulated benefit obligation at end of year	$	3,069	$	3,387	$	-	$	-

Change in Plan Assets:
Fair value of assets at beginning of year	$	2,600	$	2,287	$	149	$	143
Actual return (loss) on assets		(179)		327		(10)		23
Employer contributions		82		149		41		31
Participant contributions		-		-		19		19
Benefits paid		(175)		(163)		(67)		(67)
Annuity purchase		(79)		-		-		-
Fair value of assets at end of year	$	2,249	$	2,600	$	132	$	149

Funded Status:
Projected benefit obligation at end of year	$	(3,162)	$	(3,500)	$	(1,006)	$	(1,198)
Fair value of assets at end of year		2,249		2,600		132		149
Funded status at end of year	$	(913)	$	(900)	$	(874)	$	(1,049)


	Pension Plans				OPEB Plans
	Year Ended December 31,				Year Ended December 31,
	2018		2017		2018		2017

Amounts Recognized in the Balance Sheet Consist of:
Liabilities:
Other current liabilities	$	(4)	$	(4)	$	(7)	$	(12)
Other noncurrent liabilities		(909)		(896)		(867)		(1,037)
Net liability recognized	$	(913)	$	(900)	$	(874)	$	(1,049)
Regulatory assets:
Net loss	$	534	$	538	$	171	$	402
Prior service cost (credit)		-		-		(57)		(86)
Net regulatory asset recognized	$	534	$	538	$	114	$	316
Accumulated other comprehensive net loss	$	147	$	124	$	1	$	3

The following tables provide information regarding the assumed health care cost trend rates.


	Year Ended December 31,
	2018		2017

Assumed Health Care Cost Trend Rates – Not Medicare Eligible:
Health care cost trend rate assumed for next year	7.60%		8.00%
Rate to which the cost trend is expected to decline (the ultimate trend rate)	4.50%		4.50%
Year that the rate reaches the ultimate trend rate		2026		2026

Assumed Health Care Cost Trend Rates – Medicare Eligible:
Health care cost trend rate assumed for next year	8.70%		9.40%
Rate to which the cost trend is expected to decline (the ultimate trend rate)	4.50%		4.50%
Year that the rate reaches the ultimate trend rate		2027		2026

	1-Percentage Point Increase		1-Percentage Point Decrease

Sensitivity Analysis of Assumed Health Care Cost Trend Rates:
Effect on accumulated postretirement obligation	$	124	$	(103)
Effect on postretirement benefits cost		7		(5)

The following table provides information regarding pension plans with projected benefit obligations (PBO) and accumulated benefit obligations (ABO) in excess of the fair value of plan assets.


	At December 31,
	2018		2017

Pension Plans with PBO and ABO in Excess of Plan Assets:
Projected benefit obligations	$	3,162	$	3,316
Accumulated benefit obligations		3,069		3,207
Plan assets		2,249		2,409

Pension and OPEB Plans Investment Strategy and Asset Allocations

Our investment objective for the retirement plans is to invest in a suitable mix of assets to meet the future benefit obligations at an acceptable level of risk, while minimizing the volatility of contributions. Equity securities are held to achieve returns in excess of passive indexes by participating in a wide range of investment opportunities. International equity, real estate securities and credit strategies (high yield bonds, emerging market debt and bank loans) are used to further diversify the equity portfolio. International equity securities may include investments in both developed and emerging international markets. Fixed income securities include primarily corporate bonds from a diversified range of companies, U.S. Treasuries and agency securities and money market instruments. Our investment strategy for fixed income investments is to maintain a high grade portfolio of securities, which assists us in managing the volatility and magnitude of plan contributions and expense while maintaining sufficient cash and short-term investments to pay near-term benefits and expenses.

The Oncor Retirement Plan’s investments are managed in two pools: one pool associated with the recoverable service portion of plan obligations related to Oncor’s regulated utility business, and a second pool associated with the non-recoverable service portion of plan obligations not related to Oncor’s regulated utility business. Each pool is invested in a broadly diversified portfolio as shown below. The second pool represents 28% of total investments at December 31, 2018.

The target asset allocation ranges of the pension plan’s investments by asset category are as follows:


	Target Allocation Ranges
Asset Category	Recoverable	Non-recoverable

International equities	13% - 21%	6% - 12%
U.S. equities	16% - 24%	8% - 14%
Real estate	3% - 7%	-
Credit strategies	5% - 10%	5% - 9%
Fixed income	45% - 55%	68% - 78%

Our investment objective for the OPEB plans primarily follows the objectives of the pension plans discussed above, while maintaining sufficient cash and short-term investments to pay near-term benefits and expenses. The actual amounts at December 31, 2018 provided below are consistent with the asset allocation targets.

Fair Value Measurement of Pension Plans’ Assets

At December 31, 2018 and 2017, pension plans’ assets measured at fair value on a recurring basis consisted of the following:


	At December 31, 2018
	Level 1		Level 2		Level 3		Total

Asset Category
Interest-bearing cash	$	-	$	-	$	-	$	-
Equity securities:
U.S.		170		2		-		172
International		239		-		-		239
Fixed income securities:
Corporate bonds (a)		-		930		-		930
U.S. Treasuries		-		110		-		110
Other (b)		-		69		-		69
Real estate		-		-		3		3
Total assets in the fair value hierarchy	$	409	$	1,111	$	3		1,523
Total assets measured at net asset value (c)								726
Total fair value of plan assets							$	2,249

	At December 31, 2017
	Level 1		Level 2		Level 3		Total

Asset Category
Interest-bearing cash	$	-	$	11	$	-	$	11
Equity securities:
U.S.		235		2		-		237
International		271		-		-		271
Fixed income securities:
Corporate bonds (a)		-		1,081		-		1,081
U.S. Treasuries		-		251		-		251
Other (b)		-		44		-		44
Real estate		-		-		3		3
Total assets in the fair value hierarchy	$	506	$	1,389	$	3		1,898
Total assets measured at net asset value (c)								702
Total fair value of plan assets							$	2,600

_____________

(a)Substantially all corporate bonds are rated investment grade by a major ratings agency such as Moody’s.

(b)Other consists primarily of municipal bonds, emerging market debt, bank loans and fixed income derivative instruments.

(c)Fair value was measured using the net asset value (NAV) per share as a practical expedient as the investments did not have a readily determinable fair value and are not required to be classified in the fair value hierarchy. The NAV fair value amounts presented here are intended to permit a reconciliation to the total fair value of plan assets.

Fair Value Measurement of OPEB Plans’ Assets

At December 31, 2018 and 2017, OPEB plans’ assets measured at fair value on a recurring basis consisted of the following:


	At December 31, 2018
	Level 1		Level 2		Level 3		Total

Asset Category
Interest-bearing cash	$	15	$	-	$	-	$	15
Equity securities:
U.S.		21		-		-		21
International		22		-		-		22
Fixed income securities:
Corporate bonds (a)		-		26		-		26
U.S. Treasuries		-		3		-		3
Other (b)		28		1		-		29
Total assets in the fair value hierarchy	$	86	$	30	$	-		116
Total assets measured at net asset value (c)								16
Total fair value of plan assets							$	132

	At December 31, 2017
	Level 1		Level 2		Level 3		Total

Asset Category
Interest-bearing cash	$	1	$	1	$	-	$	2
Equity securities:
U.S.		35		-		-		35
International		33		-		-		33
Fixed income securities:
Corporate bonds (a)		-		30		-		30
U.S. Treasuries		-		3		-		3
Other (b)		28		1		-		29
Total assets in the fair value hierarchy	$	97	$	35	$	-		132
Total assets measured at net asset value (c)								17
Total fair value of plan assets							$	149

_____________

(a)Substantially all corporate bonds are rated investment grade by a major ratings agency such as Moody’s.

(b)Other consists primarily of diversified bond mutual funds.

Expected Long-Term Rate of Return on Assets Assumption

The retirement plans’ strategic asset allocation is determined in conjunction with the plans’ advisors and utilizes a comprehensive Asset-Liability modeling approach to evaluate potential long-term outcomes of various investment strategies. The modeling incorporates long-term rate of return assumptions for each asset class based on historical and future expected asset class returns, current market conditions, rate of inflation, current prospects for economic growth, and taking into account the diversification benefits of investing in multiple asset classes and potential benefits of employing active investment management.


Pension Plans		OPEB Plans
Asset Class	Expected Long-Term Rate of Return	Asset Class	Expected Long-Term Rate of Return

International equity securities	7.70%	401(h) accounts	6.63%
U.S. equity securities	6.60%	Life insurance VEBA	6.08%
Real estate	5.40%	Union VEBA	6.08%
Credit strategies	5.58%	Non-union VEBA	2.90%
Fixed income securities	4.30%	Weighted average	6.19%
Weighted average (a)	5.64%

_____________

(a)The 2019 expected long-term rate of return for the nonregulated portion of the Oncor Retirement Plan is 4.91%, and for Oncor's portion of the Vistra Retirement Plan is 5.29%.

Significant Concentrations of Risk

The plans’ investments are exposed to risks such as interest rate, capital market and credit risks. We seek to optimize return on investment consistent with levels of liquidity and investment risk which are prudent and reasonable, given prevailing capital market conditions and other factors specific to participating employers. While we recognize the importance of return, investments will be diversified in order to minimize the risk of large losses unless, under the circumstances, it is clearly prudent not to do so. There are also various restrictions and guidelines in place including limitations on types of investments allowed and portfolio weightings for certain investment securities to assist in the mitigation of the risk of large losses.

Assumed Discount Rate

For the Oncor retirement plans at December 31, 2018, we selected the assumed discount rate using the Aon AA-AAA Bond Universe yield curve, which is based on corporate bond yields and at December 31, 2018 consisted of 1,044 corporate bonds with an average rating of AA and AAA using Moody’s, S&P and Fitch ratings. For the Oncor OPEB Plans at December 31, 2018, we selected the assumed discount rate using the Aon AA Above Median yield curve, which is based on corporate bond yields and at December 31, 2018 consisted of 377 corporate bonds with an average rating of AA using Moody’s, S&P and Fitch ratings.

Amortization in 2019

In 2019, amortization of the net actuarial loss for the defined benefit pension plans from regulatory assets and other comprehensive income into net periodic benefit cost is expected to be $26 million and $3 million, respectively. No amortization of prior service credit is expected in 2019 for the defined benefit pension plans. Amortization of the net actuarial loss for the OPEB plans from regulatory assets and other comprehensive income into net periodic benefit cost is expected to be $19 million and zero, respectively. Amortization of prior service credit for the OPEB plans from regulatory assets and other comprehensive income into net periodic benefit cost is expected to be $19 million and zero, respectively.

Pension and OPEB Plans Cash Contributions

Our contributions to the benefit plans were as follows:


	Year Ended December 31,
	2018		2017		2016

Pension plans contributions	$	82	$	149	$	4
OPEB plans contributions		41		31		31
Total contributions	$	123	$	180	$	35

Our funding for the pension plans and the Oncor OPEB Plans is expected to total $41 million and $35 million, respectively in 2019 and approximately $538 million and $179 million, respectively, in the 2019 to 2023 period.

Future Benefit Payments

Estimated future benefit payments to participants are as follows:


	2019		2020		2021		2022		2023		2024-28

Pension plans	$	183	$	187	$	192	$	196	$	200	$	1,031
OPEB plans	$	53	$	56	$	58	$	61	$	63	$	320

Thrift Plan

Our employees are eligible to participate in a qualified savings plan, a participant-directed defined contribution plan intended to qualify under Section 401(a) of the Code, and is subject to the provisions of ERISA. Under the plan, employees may contribute, through pre-tax salary deferrals and/or after-tax applicable payroll deductions, a portion of their regular salary or wages as permitted under law. Employer matching contributions are made in an amount equal to 100% of the first 6% of employee contributions for employees who are covered under the Cash Balance Formula of the Oncor Retirement Plan, and 75% of the first 6% of employee contributions for employees who are covered under the Traditional Retirement Plan Formula of the Oncor Retirement Plan. Employer matching contributions are made in cash and may be allocated by participants to any of the plan's investment options. Our contributions to the Oncor Thrift Plan totaled $19 million, $17 million and $15 million for the years ended December 31, 2018, 2017 and 2016, respectively.

11. STOCK-BASED COMPENSATION

We currently do not offer stock-based compensation to our employees or directors. In 2008, we established the SARs Plan under which certain of our executive officers and key employees were granted stock appreciation rights payable in cash, or in some circumstances, Oncor membership interests. In February 2009, we established the Oncor Electric Delivery Company LLC Director Stock Appreciation Rights Plan (the Director SARs Plan) under which certain non-employee members of our board of directors and other persons having a relationship with us were granted SARs payable in cash, or in some circumstances, Oncor membership interests.

In November 2012, we accepted the early exercise of all outstanding SARs (both vested and unvested) issued to date pursuant to both SARs Plans. As part of the 2012 early exercise of SARs we began accruing interest on dividends declared with respect to the SARs. Under both SARs plans, dividends that were paid in respect of Oncor membership interests while the SARs were outstanding were credited to the SARs holder’s account as if the SARs were units, payable upon the earliest to occur of death, disability, separation from service, unforeseeable emergency, a change in control, or the occurrence of an event triggering SAR exercisability pursuant to Section 5(c)(ii) of the SARs Plan. As a result of the Sempra Acquisition, the dividend and interest accounts were distributed in 2018, totaling $15 million. For accounting purposes, the liability was discounted based on an employee’s or director’s expected retirement date. We recognized $4 million, $1 million and $1 million in accretion and interest with respect to such dividend and interest accounts in the years 2018, 2017 and 2016, respectively.

12. RELATED-PARTY TRANSACTIONS

The following represent our significant related-party transactions and related matters. As a result of the EFH Bankruptcy Proceedings, EFH Corp. subsidiaries discontinued providing us administrative services after 2016. As a result of the Vistra Spin-Off, Vistra and its subsidiaries, including Luminant and TXU Energy, ceased to be related parties as of October 3, 2016.

We recorded revenue from TCEH, principally for electricity delivery fees, which totaled $715 million for the period January 1, 2016 through October 2, 2016. The fees are based on rates regulated by the PUCT that apply to all REPs.

EFH Corp. subsidiaries charged us for certain administrative services at cost in 2016. Our payments to EFH Corp. subsidiaries for administrative services, which are primarily reported in operation and maintenance expenses, totaled $1 million for 2016. We also charged each other for shared facilities at cost. Our payments to EFH Corp. subsidiaries for shared facilities totaled $3 million for 2016. Payments we received from EFH Corp. subsidiaries related to shared facilities totaled $1 million for 2016.

We are not a member of another entity’s consolidated tax group, but our owners’ federal income tax returns include their portion of our results. Under the terms of a tax sharing agreement among us, Oncor Holdings, Texas Transmission and STH (as successor to EFH Corp.), we are generally obligated to make payments to our owners, pro rata in accordance with their respective membership interests, in an aggregate amount that is substantially equal to the amount of federal income taxes that we would have been required to pay if we were filing our own corporate income tax return. STH will file a combined Texas Margin tax return which includes our results and our share of Texas margin tax payments, which are accounted for as income taxes and calculated as if we were filing our own return. See discussion in Note 1 under “Provision in Lieu of Income Taxes.” Under the “in lieu of” tax concept, all in lieu of tax assets and tax liabilities represent amounts that will eventually be settled with our members. In the event such amounts are not paid under the tax sharing agreement, it is probable that this regulatory liability will continue to be included in Oncor’s rate setting processes.

Amounts payable to (receivable from) members related to income taxes under the agreement and reported on our balance sheet consisted of the following:


	At December 31, 2018						At December 31, 2017
	STH		Texas Transmission		Total		EFH Corp.		Texas Transmission		Total

Federal income taxes payable (receivable)	$	4	$	1	$	5	$	(21)	$	(5)	$	(26)
Texas margin taxes payable		21		-		21		21		-		21
Net payable (receivable)	$	25	$	1	$	26	$	-	$	(5)	$	(5)

Cash payments made to (received from) members related to income taxes consisted of the following:


	Year Ended December 31, 2018								Year Ended December 31, 2017						Year Ended December 31, 2016
	STH		EFH Corp.		Texas Transm.		Total		EFH Corp.		Texas Transm.		Total		EFH Corp.

Federal income taxes	$	59	$	(19)	$	10	$	50	$	(102)	$	(12)	$	(114)	$	-
Texas margin taxes		21		-		-		21		20		-		20		20
Total payments (receipts)	$	80	$	(19)	$	10	$	71	$	(82)	$	(12)	$	(94)	$	20

As of March 8, 2018, approximately 16% of the equity in an existing vendor of the company was owned by a member of the Sponsor Group. As a result of the Sempra Acquisition, the Sponsor Group ceased to be a related party as of March 9, 2018. During 2018, 2017 and 2016, this vendor performed transmission and distribution system construction and maintenance services for us. Cash payments were made for such services to this vendor and/or its subsidiaries totaling $35 million dollars for the year-to-date period ended March 8, 2018, of which approximately $33 million was capitalized and $2 million was recorded as an operation and maintenance expense. Cash payments were made for such services to this vendor and/or its subsidiaries totaling $219 million for 2017, of which approximately $210 million was capitalized and $9 million recorded as an operation and maintenance expense, and $188 million for 2016, of which approximately $180 million was capitalized and $8 million recorded as an operation and maintenance expense. At December 31, 2017, we had outstanding trade payables to this vendor of $7 million.

See Notes 1, 5, 9 and 10 for information regarding the tax sharing agreement, distributions to members and our participation in the Vistra Retirement Plan.

13. SUPPLEMENTARY FINANCIAL INFORMATION

Variable Interest Entities

Through December 29, 2016, we were the primary beneficiary of and consolidated a former wholly-owned VIE, Bondco, which was organized for the limited purpose of issuing specific transition bonds and purchasing and owning transition property acquired from us that was pledged as collateral to secure the bonds. We acted as the servicer for this entity to collect transition charges authorized by the PUCT. These funds were remitted to the trustee and used for interest and principal payments on the transition bonds and related costs. Bondco was dissolved effective December 29, 2016.

Bondco had issued an aggregate $1.3 billion principal amount of transition bonds during 2003 and 2004. The 2003 Series transition bonds matured and were paid in full in 2015 and the 2004 Series transition bonds matured and were paid in full in May 2016. We did not provide any financial support to Bondco during the year ended December 31, 2016.

Other Income and (Deductions)


	Year Ended December 31,
	2018		2017		2016

Professional fees	$	(12)	$	(15)	$	(15)
Sempra Acquisition related costs		(12)		-		-
Recoverable Pension and OPEB - non-service costs (a)		(53)		(31)		(28)
Non-recoverable pension and OPEB (Note 10)		(6)		(5)		(2)
Interest income		1		6		2
Other		(2)		(1)		-
Total other income and (deductions) - net	$	(84)	$	(46)	$	(43)

________________

(a) Years 2017 and 2016 are adjusted for the retrospective adoption of ASU 2017-07, as discussed in Note 1.

Interest Expense and Related Charges


	Year Ended December 31,
	2018		2017		2016

Interest	$	358	$	351	$	341
Amortization of debt issuance costs and discounts		6		3		3
Less allowance for funds used during construction – capitalized interest portion		(13)		(12)		(8)
Total interest expense and related charges	$	351	$	342	$	336

Trade Accounts and Other Receivables

Trade accounts and other receivables reported on our balance sheet consisted of the following:


	At December 31,
	2018		2017

Gross trade accounts and other receivables	$	562	$	638
Allowance for uncollectible accounts		(3)		(3)
Trade accounts receivable – net	$	559	$	635

At December 31, 2018, REP subsidiaries of two of our largest counterparties represented approximately 13% and 10% of the trade accounts receivable balance and at December 31, 2017, represented approximately 12% and 10% of the trade accounts receivable balance.

Under a PUCT rule relating to the Certification of Retail Electric Providers, write-offs of uncollectible amounts owed by nonaffiliated REPs are deferred as a regulatory asset.

Investments and Other Property

Investments and other property reported on our balance sheet consist of the following:


	At December 31,
	2018		2017

Assets related to employee benefit plans, including employee savings programs	$	108	$	111
Land		12		2
Total investments and other property	$	120	$	113

The majority of these assets represent cash surrender values of life insurance policies that are purchased to fund liabilities under deferred compensation plans. At December 31, 2018 and 2017, the face amount of these policies totaled $157 million and $162 million, respectively, and the net cash surrender values (determined using a Level 2 valuation technique) totaled $87 million and $84 million at December 31, 2018 and 2017, respectively. Changes in cash surrender value are netted against premiums paid. Other investment assets held to satisfy deferred compensation liabilities are recorded at market value.

Property, Plant and Equipment

Property, plant and equipment reported on our balance sheet consisted of the following:


	Composite Depreciation Rate/	At December 31,
	Avg. Life at December 31, 2018	2018		2017
Assets in service:
Distribution	2.8% / 35.1 years	$	13,105	$	12,467
Transmission	2.9% / 34.4 years		8,568		7,870
Other assets	6.9% / 14.6 years		1,497		1,380
Total			23,170		21,717
Less accumulated depreciation			7,513		7,255
Net of accumulated depreciation			15,657		14,462
Construction work in progress			417		402
Held for future use			16		15
Property, plant and equipment – net		$	16,090	$	14,879

Depreciation expense as a percent of average depreciable property approximated 2.8%, 3.4% and 3.5% for the years ended December 31, 2018, 2017 and 2016, respectively.

Intangible Assets

Intangible assets (other than goodwill) reported on our balance sheet as part of property, plant and equipment consisted of the following:


	At December 31, 2018						At December 31, 2017
	Gross						Gross
	Carrying		Accumulated				Carrying		Accumulated
	Amount		Amortization		Net		Amount		Amortization		Net
Identifiable intangible assets subject to amortization:
Land easements	$	464	$	101	$	363	$	453	$	96	$	357
Capitalized software		787		385		402		679		339		340
Total	$	1,251	$	486	$	765	$	1,132	$	435	$	697

Aggregate amortization expense for intangible assets totaled $50 million, $57 million and $61 million for the years ended December 31, 2018, 2017 and 2016, respectively. At December 31, 2018, the weighted average remaining useful lives of capitalized land easements and software were 82 years and 9 years, respectively. The estimated aggregate amortization expense for each of the next five fiscal years is as follows:


Year	Amortization Expense

2019	$	50
2020		49
2021		49
2022		49
2023		49

At both December 31, 2018 and 2017, goodwill totaling $4.1 billion was reported on our balance sheet. None of this goodwill is being deducted for tax purposes. See Note 1 regarding goodwill impairment assessment and testing.

Employee Benefit Obligations and Other

Employee benefit obligations and other reported on our balance sheet consisted of the following:


	At December 31,
	2018		2017

Retirement plans and other employee benefits	$	1,858	$	2,035
Investment tax credits		8		10
Other		77		57
Total employee benefit obligations and other	$	1,943	$	2,102

Supplemental Cash Flow Information


	Year Ended December 31,
	2018		2017		2016
Cash payments related to:

Interest	$	368	$	345	$	336
Less capitalized interest		(13)		(12)		(8)
Interest payments (net of amounts capitalized)	$	355	$	333	$	328

Amount in lieu of income taxes:
Federal	$	50	$	(114)	$	-
State		21		20		20
Total payments (refunds) in lieu of income taxes	$	71	$	(94)	$	20

Noncash Sharyland Asset Exchange costs	$	-	$	383	$	-
Noncash construction expenditures (a)	$	174	$	129	$	122

______________

(a)Represents end-of-period accruals.

Quarterly Information (unaudited)

Results of operations by quarter for the years ended December 31, 2018 and 2017 are summarized below. In our opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair statement of such amounts have been made. Quarterly results are not necessarily indicative of a full year’s operations because of seasonal and other factors.


2018	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Operating revenues	$	990	$	1,021	$	1,095	$	995
Operating income		202		244		293		206
Net income		89		143		194		119

2017	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Operating revenues	$	935	$	964	$	1,068	$	991
Operating income(1)		164		202		252		190
Net income		73		112		157		77

________________

(1) As adjusted for the retrospective adoption of ASU 2017-07, as discussed in Note 1.

14. ACQUISITION ACTIVITY

Pending InfraREIT Acquisition

In connection with entering into the InfraREIT Merger Agreement, we have received a commitment letter from Sempra and certain indirect equity holders of Texas Transmission (collectively, Equity Commitment Parties), pursuant to which, subject to the terms and conditions set forth therein, the Equity Commitment Parties have committed to provide their pro rata share of capital contributions to us in an aggregate principal amount of up to $1.330 billion, to fund the cash consideration payable by us in the InfraREIT Acquisition and the payment of related fees and expenses. The funding provided for in the commitment letter is contingent on the satisfaction of customary conditions, including the substantially simultaneous closing of the transactions contemplated by the InfraREIT Merger Agreement, but is not a condition to the closing of the InfraREIT Acquisition.

Sharyland Asset Exchange

On July 21, 2017, we entered into an Agreement and Plan of Merger by and among the Sharyland Entities, Oncor, and Oncor AssetCo LLC, a Texas limited liability company and wholly-owned subsidiary of Oncor. Pursuant to that agreement, on November 9, 2017, we exchanged approximately $383 million of our transmission assets, consisting of 517 circuit miles of 345 kV transmission lines, and approximately $25 million in cash for approximately $408 million of the

Sharyland Entities’ distribution assets (constituting substantially all of their electricity distribution business) and certain of their transmission assets. The Sharyland Asset Exchange expanded our customer base in west Texas and provides some potential growth opportunities of the distribution network. The transaction for assets between Oncor and the Sharyland Entities was structured to qualify, in part, as a simultaneous tax deferred like kind exchange of assets to the extent that the assets exchanged are of “like kind” (within the meaning of section 1031 of the Code). The Sharyland Asset Exchange did not have a material effect on our results of operations, financial position or cash flows.

Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the disclosure controls and procedures in effect at December 31, 2018. Based on the evaluation performed, our management, including the principal executive officer and principal financial officer, concluded that the disclosure controls and procedures were effective. There has been no change in our internal control over financial reporting during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ONCOR ELECTRIC DELIVERY COMPANY LLC

MANAGEMENT’S ANNUAL REPORT ON

INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Oncor Electric Delivery Company LLC is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) for the company. Oncor Electric Delivery Company LLC’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in condition or the deterioration of compliance with procedures or policies.

The management of Oncor Electric Delivery Company LLC performed an evaluation as of December 31, 2018 of the effectiveness of the company’s internal control over financial reporting based on the Committee of Sponsoring Organizations of the Treadway Commission’s (COSO’s) Internal Control - Integrated Framework (2013). Based on the review performed, management believes that as of December 31, 2018 Oncor Electric Delivery Company LLC's internal control over financial reporting was effective.

The independent registered public accounting firm of Deloitte & Touche LLP as auditors of the consolidated financial statements of Oncor Electric Delivery Company LLC has issued an attestation report on Oncor Electric Delivery Company LLC’s internal control over financial reporting.


/s/ E. ALLEN NYE, JR.			/s/ DON J. CLEVENGER
E. Allen Nye, Jr., Chief Executive			Don J. Clevenger, Senior Vice President
			and Chief Financial Officer

February 26, 2019

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members of Oncor Electric Delivery Company LLC Dallas, Texas

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Oncor Electric Delivery Company LLC and subsidiary (the “Company”) as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and in accordance with auditing standards generally accepted in the United States of America, the financial statements as of and for the year ended December 31, 2018, of the Company and our report, dated February 26, 2019, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Dallas, Texas

February 26, 2019

Item 9B.OTHER INFORMATION

On February 21, 2019, Oncor entered into a Contract for Services with David M. Davis, pursuant to which Mr. Davis will serve as an advisor to Oncor’s executive management and transition knowledge gained from his time at Oncor to Oncor’s management. Mr. Davis retired from Oncor effective December 31, 2018, as Oncor’s Executive Vice President, Strategy and Planning. As compensation for his services, Mr. Davis will receive a retainer of $150,000. The agreement expires on December 31, 2019, although either party may terminate the agreement upon written notice to the other party. In the event Mr. Davis terminates the agreement, or in the event of certain terminations of the agreement by Oncor, Mr. Davis will be required to reimburse to Oncor a pro-rated portion of any retainer received for the year in which termination occurs. The pro-rated amount of the reimbursement will be calculated by multiplying the number of full quarters between the effective date of the termination and the end of the consulting year by $37,500.

PART III

Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

The names of our directors and information about them, as furnished by the directors themselves, are set forth below:

Name

Age

Business Experience and Qualifications

James R. Adams

James R. Adams has served as a member of our board of directors since July 2015. He served as Chairman of our board of directors from July 2015 to the closing of the Sempra Acquisition in March 2018. Mr. Adams has served as a business consultant, business advisor and private investor since 1998. He previously served from 1996 to 1998 as the Chairman of Texas Instruments Incorporated, a NASDAQ-listed, global Fortune 500 semiconductor company. Prior to 1996, Mr. Adams had an extensive career in the telecommunications industry, serving in various leadership positions with SBC Communications (now AT&T Inc.) and its affiliates and predecessors from 1965 until his retirement in 1995, including serving as Group President of SBC Communications Inc. from 1993 to 1995, President and CEO of Southwestern Bell Telephone Company from 1989 to 1993, President of the Texas division of Southwestern Bell from 1984 to 1989, and Executive Vice President of AT&T Residence Business from 1981 to 1984. Mr. Adams currently serves as a senior advisor to Texas Next Capital, a private equity partnership that invests in Texas businesses to drive economic growth in Texas. He also serves on the boards of directors of TransPecos Financial Corp. and TransPecos Development Corp. and several non-profit organizations, including serving as Chairman of University Health System, a county government-owned public district hospital for the San Antonio, Texas metropolitan area. He previously served as a board member of Texas Instruments Inc. from 1989 to 2010, and as a board member of Storage Tek Inc., Inet Inc., Prodigy Inc., Telefonos de Mexico, Republic Bank Corporation, and Interfirst Corporation.

We believe Mr. Adam’s extensive leadership, business, and board experience bring great value to our company and our board of directors. Mr. Adams’s decades of board service for various public and private companies, including over 20 years of board experience with Texas Instruments, two of which as Chairman, provides our board of directors with a unique understanding of corporate governance. In addition, Mr. Adams’s 30 years of experience at SBC Communications brings significant management expertise to our board of directors. His roles at SBC Communications also provided him with a great deal of experience in the regulated telecommunications industry, and we believe that regulatory experience is of great value to our regulated transmission and distribution company.

Name

Age

Business Experience and Qualifications

Thomas M. Dunning (3)

Thomas M. Dunning has served as a member of our board of directors since October 2007 and in July 2010 was elected Lead Independent Director by our board of directors. Since his retirement in 2008 as Chairman of Lockton Dunning Benefits, a company specializing in the design and servicing of employee benefits, he has served as Chairman Emeritus. Mr. Dunning also served as Chairman and Chief Executive Officer of Lockton Dunning Benefit Company, its predecessor company, from 1998 to 2007 following the 1998 acquisition of Dunning Benefits Corporation by the Lockton Group of Companies. Mr. Dunning currently serves on the boards of directors of Oncor Holdings, and a number of non-profit organizations. He is also a former Chairman of Dallas Fort Worth International Airport board and a former director of the Southwestern Medical Foundation, as well as a former director of American Beacon Funds.

We believe Mr. Dunning’s experience with employee benefit programs and his understanding of employee benefits as part of an overall employee compensation program is important to Oncor in his roles as a director and member of the Organization and Compensation Committee (O&C Committee). As member and former chair of the O&C Committee, overseeing the design and effectiveness of Oncor’s executive compensation programs, Mr. Dunning offers broad experience in understanding and addressing compensation-related issues and challenges. His past appointments by Texas Governors as Chairman of the Texas Water Development Board and a director on the boards of the Texas Department of Transportation, Texas Department of Human Services and Texas Department of Criminal Justice, as well as his past service as Chairman of the Dallas/Fort Worth International Airport board, add to the extensive experience and leadership skills Mr. Dunning provides to our board. His experience and familiarity with Texas government, combined with over 50 years of experience in business and strong record of civic involvement in Texas, are valuable to our Texas-based business.

Robert A. Estrada (1)

Robert A. Estrada has served as a member of our board of directors since October 2007. Mr. Estrada is Chief Compliance Officer, Senior Managing Director and Chairman Emeritus of Estrada Hinojosa & Company, Inc., an investment banking firm specializing in public finance that he co-founded in 1992. In addition to these positions, he also previously served as Chairman of the Board and as President and Chief Executive Officer of the firm. Since its inception, Estrada Hinojosa & Company, Inc. has been involved in municipal bond underwritings totaling over $80 billion and has provided financial advisory services on financings totaling more than $50 billion. Mr. Estrada is a member of the boards of directors of Oncor Holdings and several civic and arts organization boards. From 2001 until 2008, Mr. Estrada served on the Board of Regents of the University of Texas System, a system with over 60,000 employees and a budget of approximately $14 billion, pursuant to an appointment by the Governor of Texas. While serving on the University of Texas System Board of Regents, Mr. Estrada chaired its audit, compliance and management review committee. From 2004 until 2010, he served two consecutive terms on the board of directors of the Federal Reserve Bank of Dallas. From 1990 to 1994, Mr. Estrada also served on the board of directors of the Student Loan Marketing Association (Sallie Mae), a $45 billion entity and was a member of the board’s executive committee.

We believe Mr. Estrada’s skills and experience in the financial and legal sectors qualify him to serve as a director of Oncor and chair of the Audit Committee. We also believe his comprehensive understanding of financial, compliance and business matters pertinent to us and his experience in serving large clients and boards regarding these matters are significant assets to our board. Mr. Estrada also has over 30 years of legal experience as a securities attorney, giving him a familiarity with securities law issues and investor disclosure requirements relevant to our company.

Name

Age

Business Experience and Qualifications

Rhys Evenden (1)

Rhys Evenden has served as a member of our board of directors since October 2014. Mr. Evenden is the Head of Infrastructure –North America for GIC Private Ltd. (GIC). Prior to rejoining GIC in January 2014, Mr. Evenden was a Principal at QIC Global Infrastructure. From March 2007 until December 2011, he served as a Senior Vice President at GIC Special Investments (GICSI). Mr. Evenden joined GICSI from BAA Limited. Mr. Evenden currently serves on the board of directors of Texas Transmission Holding Company, ITC Holdings and Bronco Holdings LLC.

Mr. Evenden was appointed as a member of our board of directors by Texas Transmission pursuant to Texas Transmission’s right under our Limited Liability Company Agreement to designate two directors. We believe Mr. Evenden’s extensive business, financial and management experience qualifies him to serve on our board of directors. In addition, his extensive knowledge and experience in infrastructure matters brings great value to our board of directors and our company.

Printice L. Gary (1)

Printice L. Gary has served as a member of our board of directors since February 2014. Mr. Gary is the founding partner of, and since its founding in 1991 has served as the chief executive officer of, Carleton Residential Properties, a real estate firm engaged in investing, developing, general contracting and asset management of properties throughout Texas and the Southwest. His prior business experience includes serving as a Texas division partner for multi-family development with Trammel Crow Residential from 1985 to 1991 and serving as the president of Centex Corporation’s homebuilding and mortgage banking subsidiary, Fox & Jacobs Homes, from 1978 to 1985. Mr. Gary also served on the board of directors of the National Equity Fund, Inc., a Chicago-based nonprofit tax credit syndicator and asset manager from 2012 to 2016. Mr. Gary currently serves on the board of directors of Preservation of Affordable Housing Inc. (Boston, Massachusetts) and the board of directors of Oncor Holdings. Mr. Gary has served on the governing bodies of various state entities pursuant to appointments by the Governor(s) of Texas, including the board of directors of the University of Texas Investment Management Company, a $27 billion endowment fund, from 2009 until 2013, the University of Texas System Board of Regents from 2007 until 2013, where he was chairman of the facilities planning and construction committee, the University of Texas System Board for Lease of University Lands from 2008 to 2013, the Texas State Tax Reform Commission in 2003, and the North Texas Tollway Authority board of directors from 1996 to 2000.

We believe Mr. Gary’s extensive skills and experience in the business and financial sectors are a significant asset to us in his role both as a director of Oncor and as a member of the Audit Committee. In addition, Mr. Gary’s entrepreneurial background, founding Carleton Residential Properties, a residential real estate company active for more than 25 years across Oncor’s prime North Texas service territory brings valuable development and construction experiences to our board of directors. His experience with Texas government through his service on various state entities also brings great value to our Texas-based business.

Name	Age	Business Experience and Qualifications
William T. Hill, Jr. (2)	76	William T. Hill, Jr. has served as a member of our board of directors since October 2007. In 2012, Mr. Hill began practicing law with the law firm of William T. Hill, Jr., Attorney at Law. Prior to 2012, he was of counsel to the Dallas criminal defense law firm of Fitzpatrick Hagood Smith & Uhl LLP. In 2007, he served as Director of Strategic Initiatives of Mercy Street Ministries. From 1999 to 2007, Mr. Hill was Criminal District Attorney of the Dallas County District Attorney’s office. Mr. Hill serves on the boards of directors of Hilltop Holdings, Incorporated, a New York Stock Exchange listed company in the insurance industry, Baylor Hospital Foundation, Oncor Holdings and a number of charitable organizations. We believe Mr. Hill’s experience of over 50 years with legal and compliance matters, along with his management of a large group of highly skilled professionals, have given him considerable knowledge concerning many matters that come before our board of directors. In addition, as District Attorney he developed judgment and decision-making abilities that assist him today in evaluating and making decisions on issues that face our board of directors. Mr. Hill has also served on several civic and charitable boards, which has given him invaluable experience in corporate governance matters.
Timothy A. Mack (2)	66	Timothy A. Mack has served as a member of our board of directors since February 2014. Mr. Mack currently is of counsel to the Dallas, Texas law firm, Matheson & Marchesoni PLLC. Mr. Mack was a member of the Dallas, Texas law firm, Mack Matheson & Marchesoni PLLC, from March 2009 until his retirement in August 2017. Prior thereto, Mr. Mack was a partner at an international law firm, Hunton & Williams LLP (now known as Hunton Andrews Kurth LLP), and its predecessor firm in Dallas, Texas, where he had practiced law since 1980. Mr. Mack’s law practice focuses on energy-related matters, particularly finance, securities, corporate and partnership law, corporate governance and mergers and acquisitions. Mr. Mack is a member of the board of directors of Oncor Holdings and various local non-profit organizations. We believe Mr. Mack’s experience of over 30 years in advising energy companies in finance, securities, corporate governance and merger and acquisition matters, as well as his prior experience in participating in the management of a large international law firm, brings to the Board additional knowledge and valuable first-hand experience with the duties of directors.
Jeffrey W. Martin (1)	57	Jeffrey W. Martin has served as a member of our board of directors since the March 9, 2018 closing of the Sempra Acquisition. Mr. Martin has served as Chief Executive Officer and a member of the board of directors of Sempra since May 1, 2018. He has served as Chairman of the board of directors of Sempra since December 1, 2018. Mr. Martin served as Executive Vice President and Chief Financial Officer of Sempra from 2017 to April 30, 2018. Mr. Martin served at San Diego Gas & Electric Company (SDG&E), an indirect subsidiary of Sempra, as the Chief Executive Officer and a director, from January 2014 to December 2016, as the Chairman from November 2015 to December 2016 and as the President from October 2015 to December 2016. From 2010 to 2013, Mr. Martin served as the President and Chief Executive Officer of Sempra U.S. Gas & Power (USGP), a business unit of Sempra, and USGP’s predecessor organization, Sempra Generation, and before that, served as the Vice President of Investor Relations for Sempra. Prior to joining Sempra in December 2004, Mr. Martin was chief financial officer of NewEnergy, Inc. He also formerly served as corporate counsel at UniSource Energy Corporation and was an attorney at the law firm of Snell & Wilmer, LLP. Mr. Martin is also a member of the board of directors of Oncor Holdings and is on the Business Roundtable and the board of trustees of the University of San Diego. He previously served on the boards of directors of the Edison Electric Institute, California Chamber of Commerce and National Association of Manufacturers. Mr. Martin was appointed by Sempra (through Oncor Holdings) as a member of our board of directors pursuant to Sempra’s indirect right under the Limited Liability Company Agreement to designate two directors. We believe Mr. Martin’s extensive financial, management and operations experience qualifies him to serve on our board of directors. In addition, his extensive knowledge and experience in utility and energy infrastructure matters brings great value to our board of directors and our company.

Name

Age

Business Experience and Qualifications

E. Allen Nye, Jr.

E. Allen Nye, Jr. has served as a member of our board of directors and our Chief Executive since the March 2018 closing of the Sempra Acquisition. From January 2011 until March 2018, Mr. Nye served as our Senior Vice President, General Counsel and Secretary, and in such role was responsible for overseeing all of Oncor’s legal and compliance matters. In January 2013, his responsibilities were expanded to include oversight of all regulatory and governmental affairs activity of Oncor. From June 2008 until joining Oncor, Mr. Nye practiced law as a partner in the Dallas office of Vinson & Elkins LLP, where he focused on representation of regulated energy companies before state and federal government agencies, including the PUCT, the State Office of Administrative Hearings and the FERC. Prior to Vinson & Elkins, Mr. Nye was a partner in the law firm of Hunton & Williams LLP (now known as Hunton Andrews Kurth LLP) from January 2002 until May 2008. Mr. Nye is a member of the board of directors of Oncor Holdings and since January 2019, also serves as a member of the board of directors of Infraestructura Energetica Nova, S.A.B. de C.V. (IEnova), an entity that develops, builds and operates energy infrastructure in Mexico and is listed on the Mexican Stock Exchange. Sempra indirectly owns 66.5% of IEnova.

As our Chief Executive, Mr. Nye brings his unique knowledge of our company and our industry to the board of directors. His prior experience as Senior Vice President, General Counsel and Secretary of Oncor and vast experience in the energy industry and first hand knowledge of and experience with state and federal government and regulatory agencies brings great value and benefit to our board of directors and company. Mr. Nye’s previous experience as Senior Vice President, General Counsel and Secretary of Oncor also brings to the board additional knowledge and valuable first-hand experience with the duties of directors and governance matters.

Tania Ortiz (3)

Tania Ortiz has served as a member of our board of directors since July 2018. Ms. Ortiz has served as the Chief Executive Officer of IEnova since September 2018. Sempra indirectly owns 66.5% of IEnova. IEnova develops, builds and operates energy infrastructure in Mexico and is listed on the Mexican Stock Exchange. In her role at IEnova, Ms. Ortiz also serves as a manager or director of several IEnova subsidiaries. From 2014 to July 2018, Ms. Ortiz served as the IEnova Chief Development Officer, as the Vice-President of Business Development and External Affairs from 2009 to 2014, as the Director of Governmental and Regulatory Affairs from 2002 to 2009 and as the General Manager from 2000 to 2002. Before joining IEnova in 2000, Ms. Ortiz worked at PMI Comercio Internacional, a subsidiary of PEMEX, in the role of Assistant Commercial Manager of Refined Products from 1994 to 1999. Currently, Ms. Ortiz is the Vice President of the World Energy Council, Mexico Chapter, having served on its board of directors since 2013. Since 2016 she has served as a member of the advisory board of the Mexico Energy Regulatory Commission. Ms. Ortiz is also a member of the board of directors of the Mexican Natural Gas Association (Asociación Mexicana de Gas Natural), which she joined in 2002, and previously served as its Chairman from 2015 to 2016 and Vice President from 2013 to 2014, and is a member of the board of directors of Oncor Holdings.

Ms. Ortiz was appointed by Sempra (through Oncor Holdings) as a member of our board of directors pursuant to Sempra’s indirect right under the Limited Liability Company Agreement to designate two directors. We believe Ms. Ortiz’s extensive business experience, particularly with respect to building and operating energy infrastructure, brings great value and insight to our board of directors and company.

Name

Age

Business Experience and Qualifications

Robert S. Shapard

Robert S. Shapard has served as a member of our board of directors since April 2007. He has served as Chairman of our board of directors since the March 2018 closing of the Sempra Acquisition and before that, served as Chairman from April 2007 until July 2015. From April 2007 until the March 2018 closing of the Sempra Acquisition, he also served as Chief Executive of Oncor. Mr. Shapard joined EFH Corp.’s predecessor in October 2005 as a strategic advisor, helping implement and execute growth and development strategies for Oncor. Between March and October 2005, he served as Chief Financial Officer of Tenet Healthcare Corporation, one of the largest for-profit hospital groups in the United States, and was Executive Vice President and Chief Financial Officer of Exelon Corporation, a large electricity generator and utility operator, from 2002 to February 2005. Before joining Exelon, he was executive vice president and chief financial officer of Ultramar Diamond Shamrock, a North American refining and marketing company, since 2000. Previously, from 1998 to 2000, Mr. Shapard was CEO and managing director of TXU Australia Pty. Ltd., a subsidiary of the former TXU Corp., which owned and operated electric generation, wholesale trading, retail, and electric and gas regulated utility businesses. Mr. Shapard has served since September 2013 as a member of the board of directors of Leidos Holdings, Inc. (formerly SAIC, Inc.), a New York Stock Exchange-listed provider of scientific, engineering and systems integration service, and currently serves as lead director as well as chair of the nominating and corporate governance committee and as a member of the audit and finance committee. Mr. Shapard is also a director of Oncor Holdings.

As our former Chief Executive, Mr. Shapard brings his unique knowledge of our company and our industry to the board of directors. His prior experience with EFH Corp., Exelon and as CEO of TXU Australia gives him extensive leadership experience in the electric industry in both regulated and unregulated markets. Mr. Shapard’s previous experience as chief financial officer of Tenet Healthcare Corporation and Ultramar Diamond Shamrock provided him with substantial experience in other complex financial and business environments.

Richard W. Wortham

III (2) (3)

Richard W. Wortham III has served as a member of our board of directors since October 2007. Since 1976, he has served as Trustee of The Wortham Foundation, Inc., a private philanthropic foundation with assets of approximately $260 million dedicated to the support and development of Houston’s cultural fabric. Mr. Wortham has held various offices at The Wortham Foundation, Inc., currently serving as the President, a position he has held since November 2018, and previously serving as the Chairman from November 2014 until November 2018, the President from 2011 until November 2014, the Secretary and Treasurer from 2008 until 2011 and the Chairman and the Chief Executive Officer from 2005 until 2008. Mr. Wortham also serves as a Trustee and member of the audit committee of HC Capital Trust, a $14 billion family of mutual funds, and a Life Trustee of The Museum of Fine Arts, Houston. Mr. Wortham is also a director of Oncor Holdings. Additionally, Mr. Wortham has held a leadership role in several companies, including a founding role in several national banks.

We believe Mr. Wortham’s over 30 years of extensive business and civic experience qualify him to serve on our board of directors and chair our O&C Committee. Mr. Wortham also currently serves on the executive, finance, audit and investment committees of the Museum of Fine Arts, Houston, which presently has an endowment of approximately $1 billion. Mr. Wortham’s experience has given him substantial and significant knowledge and experience regarding financial management and corporate governance matters relevant to our board of directors.

Name

Age

Business Experience and Qualifications

Steven J. Zucchet (2) (3)

Steven J. Zucchet has served as a member of our board of directors since November 2008. Mr. Zucchet is a Managing Director of OMERS Infrastructure Management Inc. (OMERS Infrastructure) (formerly Borealis Infrastructure Management, Inc.), an investment arm of Canada’s OMERS pension plan, a position he has held since September 2014, having previously served as a Senior Vice President of OMERS Infrastructure from November 2003 until September 2014. From 1996 until joining OMERS Infrastructure, Mr. Zucchet served as Chief Operating Officer of Enwave Energy Ltd., where he was responsible for operations and major infrastructure projects. In his role as an officer of OMERS Infrastructure, Mr. Zucchet has been appointed as an officer and director of several OMERS Infrastructure affiliates and companies in which OMERS Infrastructure invests. His focus at OMERS Infrastructure is in the energy sector, where he leads the pursuit of investment opportunities in the energy sector and is responsible for asset management.

Mr. Zucchet was appointed as a member of our board of directors by Texas Transmission pursuant to Texas Transmission’s right under the Limited Liability Company Agreement to designate two directors. Mr. Zucchet has extensive experience in the energy industry. Through OMERS Infrastructure, he serves on the board of directors for Bruce Power, an eight reactor nuclear site located in Ontario, Canada. His experience prior to joining OMERS Infrastructure also focused on the energy industry, serving as Chief Operating Officer of Enwave Energy Ltd. for seven years. Prior to joining Enwave Energy Ltd., he spent seven years with an international consulting firm where he worked primarily on transportation and energy related projects. We believe Mr. Zucchet’s experience in the energy industry gives him an important and valuable understanding of our business.


(1)	Member of Audit Committee.
(2)	Member of Nominating and Governance Committee.
(3)	Member of Organization & Compensation Committee.

Director Appointments

As of March 9, 2018, pursuant to our Limited Liability Company Agreement (which was amended and restated in connection with the Sempra Acquisition) and the Sempra Order, the board of directors of Oncor is required to consist of thirteen members, constituted as follows:

two members shall be designated by Sempra (through Oncor Holdings);

two members shall be appointed by Texas Transmission; and

two members shall be current and/or former officers of Oncor (each, an Oncor Officer Director).

Mr. Martin and Ms. Ortiz were designated to serve on our board of directors by Sempra (through Oncor Holdings) and Mr. Evenden and Mr. Zucchet were each designated to serve on our board of directors by Texas Transmission. Directors appointed by Sempra and Texas Transmission are referred to as member directors.

Our Limited Liability Company Agreement provides that seven of our directors will be disinterested directors under the standards set forth in our Limited Liability Company Agreement. See “Certain Relationships and Related Transactions, and Director Independence — Director Independence” for a discussion of the director qualifications. We have determined that Messrs. Adams, Dunning, Estrada, Gary, Hill, Mack and Wortham are disinterested directors. Disinterested directors are appointed by the nominating committee of Oncor Holdings’ board of directors subject to the approval by a majority of the disinterested directors of Oncor Holdings’ board of directors. The nominating committee of Oncor Holdings is required to consist of a majority of disinterested directors. The Sempra Order and our Limited Liability Company Agreement provide that the current disinterested directors of Oncor will serve, if willing and able, for a term of three years from the closing of the Sempra Acquisition (subject to continuing to meet the distinterested director requirements). Thereafter, two of these directors will roll off of the board every two years, with the nominating committee of Oncor Holdings (subject to approval by a majority of the disinterested directors of the Oncor Holdings board of directors) determining the order of

100

departure of these directors with the order designed to move toward a mandatory retirement age of 75 years that will apply to new disinterested directors. Each new disinterested director will have a term of four years and the appointment of such directors will be consistent with the mandatory retirement age, with each disinterested director’s term being able to be renewed for only one additional term of four years. To the extent any disinterested director is removed, retires or is otherwise unable to or unwilling to serve, a replacement new disinterested director will be chosen by the nominating committee of Oncor Holdings and subject to approval by a majority vote of the disinterested directors of Oncor Holdings’ board of directors. Any change to the size, composition, structure or rights of the boards must first be approved by the PUCT.

Oncor Holdings, at the direction of STIH (a subsidiary of STH, which is a wholly-owned indirect subsidiary of, and controlled by, Sempra following the Sempra Acquisition), has the right, pursuant to the terms of our Limited Liability Company Agreement, to nominate two directors that are current or former officers of Oncor, subject to approval of any such nomination by a majority of the Oncor board of directors. Mr. Shapard and Mr. Nye serve as these directors. Our Limited Liability Company Agreement provides that until March 9, 2028, to be eligible to serve as an Oncor Officer Director, a current and/or former Oncor officer cannot have worked for Sempra or any of its affiliates (other than Oncor or Oncor Holdings) or any such entity’s affiliates, or any other direct or indirect beneficial owner of Oncor in the ten years prior to commencement of such officer’s employment with Oncor.

Audit Committee

The Audit Committee is a separately-designated standing audit committee, established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. Our Audit Committee is composed of Messrs. Estrada, Evenden, Gary, and Martin. Each of Messrs. Estrada and Gary is an “audit committee financial expert” as defined in Item 407(d)(5) of SEC Regulation S-K. Messrs. Estrada and Gary are disinterested directors under the standards set forth in our Limited Liability Company Agreement. See “Item 13. Certain Relationships and Related Transactions, and Director Independence – Director Independence” for a description of the requirements to be deemed disinterested.

Mr. Evenden is a member director appointed by Texas Transmission and Mr. Martin is a member director appointed by Sempra (through Oncor Holdings).

Executive Officers

The names of our executive officers and information about them, as furnished by the executive officers themselves, are set forth below:

Name

Age

Positions and Offices
Presently Held

Business Experience

(Preceding Five Years)

E. Allen Nye, Jr.

Chief Executive and Director

E. Allen Nye, Jr. has served as a member of our board of directors and our Chief Executive since the March 2018 closing of the Sempra Acquisition. From January 2011 until March 2018, Mr. Nye served as our Senior Vice President, General Counsel and Secretary, and in such role was responsible for overseeing all of Oncor’s legal and compliance matters. In January 2013, his responsibilities were expanded to include oversight of all regulatory and governmental affairs activity of Oncor. From June 2008 until joining Oncor, Mr. Nye practiced law as a partner in the Dallas office of Vinson & Elkins LLP, where he focused on representation of regulated energy companies before state and federal government agencies, including the PUCT, the State Office of Administrative Hearings and the FERC. Prior to Vinson & Elkins, Mr. Nye was a partner in the law firm of Hunton & Williams LLP (now known as Hunton Andrews Kurth LLP) from January 2002 until May 2008. Mr. Nye is a member of the board of directors of Oncor Holdings and since January 2019, also serves as a member of the board of directors of IEnova, an entity that develops, builds and operates energy infrastructure in Mexico and is listed on the Mexican Stock Exchange. Sempra indirectly owns 66.5% of IEnova.

101

Joel S. Austin	54	Senior Vice President and Chief Digital Officer	Joel S. Austin has served as our Senior Vice President since the March 2018 closing of the Sempra Acquisition and as our Chief Digital Officer since February 2019. From May 2010 until March 2018, he served as our Vice President and Chief Information Officer. In his role as Senior Vice President and Chief Digital Officer, Mr. Austin oversees activities including market operations, customer operations, measurement as well as the information technology function. He joined Oncor in 2008 and has held a leadership position in the information technology function since that time. Prior to joining Oncor in 2008, Mr. Austin served in a number of positions within EFH Corp. and EFH Corp.’s predecessor, including roles in information technology, operations, sourcing management and business development since 1990. Mr. Austin has extensive experience in technology, management consulting, operations, cybersecurity, and global delivery management.
Walter Mark Carpenter	66	Senior Vice President, T&D Operations	Walter Mark Carpenter has served as our Senior Vice President, T&D Operations since October 2011, and in such role is responsible for overseeing transmission grid management operations and Oncor’s interface with ERCOT. He also oversees the system’s distribution operation centers, as well as Oncor’s outage management system, the deployment of the advanced meter system and its integration into operations. From February 2010 until October 2011 he served as our Vice President and Chief Technology Officer, and from 2008 until February 2010 he served as our Vice President and Chief Information Officer. Mr. Carpenter has served EFH Corp’s predecessor and Oncor for over 40 years and has held various field management and engineering management positions in transmission and distribution. Mr. Carpenter is a registered Professional Engineer in the State of Texas and is a member of the Institute of Electrical and Electronic Engineers (IEEE) Power System Relaying Committee and the Texas Society of Professional Engineers.

102

Name	Age	Positions and Offices Presently Held	Business Experience (Preceding Five Years)
Don J. Clevenger	48	Senior Vice President and Chief Financial Officer	Don J. Clevenger has served as our Senior Vice President and Chief Financial Officer since the March 9, 2018 closing of the Sempra Acquisition. From January 2013 until March 2018, he served as our Senior Vice President, Strategic Planning. From February 2010 through December 2012, he served as our Senior Vice President, External Affairs and before that, served as our Vice President, External Affairs from June 2008 until February 2010. Mr. Clevenger also served as our Vice President, Legal and Corporate Secretary from December 2007 to June 2008. Between November 2005 and December 2007, Mr. Clevenger held a leadership position in our company with various legal and regulatory responsibilities. Prior to his transfer to Oncor in November 2005, he was Senior Counsel of the Business Services unit of EFH Corp. since April 2004. Mr. Clevenger was a partner in the law firm of Hunton & Williams LLP (now known as Hunton Andrews Kurth LLP) before he joined EFH Corp.’s predecessor.
Deborah L. Dennis	64	Senior Vice President, HR & Corporate Affairs, and Chief Customer Officer	Deborah L. Dennis has served as our Senior Vice President, Human Resources & Corporate Affairs since January 2013, and as our Chief Customer Officer since the March 2018 closing of the Sempra Acquisition. In her role as Senior Vice President, Human Resources & Corporate Affairs, and Chief Customer Officer, Ms. Dennis oversees activities including customer service, community relations, economic development initiatives, human resources and corporate affairs. Ms. Dennis has been employed with Oncor and its predecessors and affiliates for 40 years in a number of corporate and customer service functions, including 13 years as a Vice President, most recently serving as Vice President of Corporate Affairs from 2011 to December 2012, and Vice President—Dallas Customer Operations from 2007 to 2011. Ms. Dennis has extensive experience in customer services, human resources, supply chain, outsourcing management and corporate philanthropy.
James A. Greer	58	Executive Vice President and Chief Operating Officer	James A. Greer has served as our Executive Vice President since the March 2018 closing of the Sempra Acquisition and as Chief Operating Officer since October 2011. Mr. Greer previously served as our Senior Vice President and Chief Operating Officer from October 2011 until March 2018. From October 2007 until October 2011, he served as our Senior Vice President, Asset Management and Engineering and in such role was responsible for the development of strategies, policies and plans for optimizing the value and performance of electric delivery systems and related assets. From 2004 to 2007, Mr. Greer served a similar role as our Vice President. Since joining EFH Corp.’s predecessor in 1984, Mr. Greer has held a number of leadership positions within Oncor and EFH Corp. in such areas as engineering, operations and governmental relations. Mr. Greer is a registered Professional Engineer in the State of Texas.

103

Name

Age

Positions and Offices
Presently Held

Business Experience

(Preceding Five Years)

Matthew C. Henry

Senior Vice President, General Counsel & Secretary

Matthew C. Henry has served as our Senior Vice President, General Counsel and Secretary since the March 2018 closing of the Sempra Acquisition, and in such role is responsible for overseeing all of Oncor’s legal and compliance matters as well as its regulatory and governmental affairs activity. From June 2008 until joining Oncor in March 2018, Mr. Henry practiced law as a partner in the Dallas office of Vinson & Elkins LLP, where he led the firm’s energy regulatory practice and focused on representation of regulated energy companies before state and federal government agencies, including the PUCT, the State Office of Administrative Hearings and the FERC. Prior to joining Vinson & Elkins, Mr. Henry was a partner in the law firm of Hunton & Williams LLP (now known as Hunton Andrews Kurth LLP) from January 2002 until May 2008.

There is no family relationship between any of our executive officers, between any of our directors, or between any executive officer and any director.

Code of Conduct

We maintain certain corporate governance documents on our website at www.oncor.com. Our Code of Conduct can be accessed by selecting “Corporate Governance” under the “Investors” tab on the website. Our Code of Conduct applies to all of our employees and officers, including our Chief Executive, Chief Operating Officer, Chief Financial Officer and Controller, and it also applies to our directors, except for provisions pertinent only to employees. Any amendments to our Code of Conduct will be posted on our website promptly. Printed copies of the corporate governance documents that are posted on our website are available to any person without charge upon written request to the Corporate Secretary of Oncor Electric Delivery Company LLC at 1616 Woodall Rodgers Freeway, Suite 7E-002, Dallas, Texas 75202-1234.

104

Item 11.EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

In this Compensation Discussion and Analysis, we describe our executive compensation philosophy and the elements of our executive compensation program. We also discuss how the executive officers named in the Summary Compensation table (our Named Executive Officers) were compensated in 2018. In 2018, our Named Executive Officers, as well as their current titles (or former titles in 2018 in the case of former executives), were:


Name	Title
E. Allen Nye, Jr.(1)	Chief Executive
Don. J .Clevenger(2)	Senior Vice President and Chief Financial Officer
Deborah L. Dennis(3)	Senior Vice President, HR & Corporate Affairs and Chief Customer Officer
James A. Greer(4)	Executive Vice President and Chief Operating Officer
Matthew C. Henry(5)	Senior Vice President, General Counsel and Secretary
Robert S. Shapard(6)	Former Chief Executive (until March 9, 2018) and current non-executive Chairman of the Board
David M. Davis(7)	Former Senior Vice President & Chief Financial Officer (until March 9, 2018), and Former Executive Vice President, Strategy & Planning (until December 31, 2018)
Michael E. Guyton(8)	Former Chief Customer Officer (until March 9, 2018), and Former Senior Vice President (until July 1, 2018)

__________

(1)

Mr. Nye became Chief Executive on March 9, 2018, upon the closing of the Sempra Acquisition. Until that date he served as our Senior Vice President, General Counsel and Secretary.

(2)

Mr. Clevenger became Senior Vice President and Chief Financial Officer on March 9, 2018, upon the closing of the Sempra Acquisition. Until that date he served as our Senior Vice President, Strategic Planning.

(3)

Ms. Dennis became Chief Customer Officer on March 9, 2018, upon the closing of the Sempra Acquisition. She assumed that role in addition to her role as Senior Vice President, HR & Corporate Affairs.

(4)

Mr. Greer was promoted from Senior Vice President and Chief Operating Officer to Executive Vice President and Chief Operating Officer effective March 9, 2018, upon the closing of the Sempra Acquisition.

(5)

Mr. Henry joined Oncor as Senior Vice President, General Counsel and Secretary on March 16, 2018, following the closing of the Sempra Acquisition.

(6)

Mr. Shapard resigned from the office of Chief Executive on March 9, 2018, upon the closing of the Sempra Acquisition, and retired from Oncor effective April 1, 2018. Upon closing of the Sempra Acquisition Mr. Shapard assumed the role of Chairman of Oncor’s board of directors.

(7)

Mr. Davis became Executive Vice President, Strategy and Planning, on March 9, 2018, upon the closing of the Sempra Acquisition. Until that date he served as our Senior Vice President and Chief Financial Officer. Mr. Davis retired from Oncor on December 31, 2018.

(8)

Mr. Guyton served as Senior Vice President and Chief Customer Officer until the closing of the Sempra Acquisition on March 9, 2018, when he resigned from the office of Chief Customer Officer. Following the Sempra Acquisition, Mr. Guyton continued to serve as a Senior Vice President until his retirement from Oncor on July 1, 2018.

105

Role of the Organization & Compensation Committee

Our board of directors has designated an Organization and Compensation Committee of the board of directors (O&C Committee) to establish, administer, and assess our executive compensation policies, which include participation in various employee benefit programs. The O&C Committee met four times in 2018.

The responsibilities of the O&C Committee include:

Determining and overseeing executive compensation programs, including making recommendations to our board of directors, when and if its approval is required, with respect to the adoption, amendment or termination of incentive compensation, equity-based and other executive compensation and benefit plans, policies and practices;

Establishing, reviewing and approving corporate goals and objectives relevant to executive compensation, evaluating the performance of our Chief Executive (CEO) and other executive officers in light of those goals and objectives and ultimately approving executive compensation based on those evaluations; and

Advising our board of directors with respect to compensation of its disinterested directors and non-executive chairman of the board of directors.

The O&C Committee conducts reviews of the level of individual compensation elements as well as total direct compensation for our executive officers, from time to time as it deems appropriate. The O&C Committee conducted such compensation reviews in the fourth quarter of 2018. In determining the total direct compensation of our executive officers, the O&C Committee considers the performance of the executives and a competitive market and peer group analysis of executive compensation provided by compensation consultants engaged by the O&C Committee. The O&C Committee obtains the input of the CEO on the performance of executive officers reporting to the CEO. The CEO assesses the performance of each executive reporting to him in light of the executive’s business unit and function and presents a performance evaluation and compensation recommendation for each of these individuals to the O&C Committee. The CEO also reviews and considers the competitive market analysis in making his recommendation. The O&C Committee also evaluates the CEO’s performance. The O&C Committee determines total compensation, including base salary, annual incentive awards and long-term incentive awards, for each of our executive officers as it deems appropriate.

In the first quarter of each fiscal year, the O&C Committee (1) approves corporate goals and objectives under our annual and long-term incentive programs for our executive officers for awards for the current fiscal year, and (2) certifies the performance results for incentive payments for performance periods that ended on December 31 of the previous fiscal year. Following the completion of each fiscal year, in connection with the annual determination of the incentive awards to be paid to our executive officers reporting to the CEO, the CEO conducts an annual performance review of each executive officer and evaluates each executive’s performance relative to the corporate goals and objectives for the completed fiscal year set by the O&C Committee. The CEO then makes recommendations to the O&C Committee with respect to other executive officers’ annual incentive compensation. The O&C Committee also annually evaluates the CEO’s performance in light of the goals and objectives for the previous fiscal year. After considering this evaluation, as well as the CEO’s recommendations, the O&C Committee determines the annual incentive award payouts for all of our executive officers, as well as goals and objectives under the annual and long-term incentive programs for the current fiscal year.

Compensation Philosophy

Our compensation philosophy, principles and practices are intended to compensate executives appropriately for their contribution to the attainment of key strategic objectives, and to strongly align the interests of executives and equity holders through both short and long-term performance goals. We believe that:

Levels of executive compensation should be based upon an evaluation of the performance of our business (through operational metrics including safety, reliability, operational efficiency and infrastructure readiness and financial performance) and individual executives, as well as a comparison to compensation levels of persons with comparable responsibilities in business enterprises of similar size, scale, complexity, risk and performance;

Compensation plans should balance both short-term and long-term objectives; and

The overall compensation program should emphasize variable compensation elements that have a direct link to company and individual performance.

106

Objectives of Compensation Philosophy

Our compensation philosophy is designed to meet the following objectives:

Attracting and retaining high performers;

Rewarding company and individual performance by providing compensation levels consistent with the level of contribution and degree of accountability;

Aligning performance measures with our goals and allocating a significant portion of the compensation to incentive compensation in order to drive the performance of our business;

Basing incentive compensation in part on the satisfaction of company operational metrics (including safety, reliability, operational efficiency and infrastructure readiness) with the goal of motivating performance towards improving the services we provide our customers; and

Creating value for our equity holders and promoting the long-term performance of the company by strengthening the correlation between the long-term interests of our executives and the interests of our ultimate equity holders.

Elements of Compensation

In an effort to achieve our compensation objectives, we have established a compensation program for our executives that principally consists of:

Base salary;

Short-term incentives through the opportunity to earn an annual performance bonus pursuant to the Oncor Fifth Amended and Restated Executive Annual Incentive Plan (Executive Annual Incentive Plan);

Long-term incentives through awards under the Oncor Electric Delivery Company LLC Long-Term Incentive Plan (Long-Term Incentive Plan);

Deferred compensation and retirement plans through (1) the opportunity to participate in a 401(k) savings plan (thrift plan) and a salary deferral program (Salary Deferral Program) and receive certain company matching contributions, (2) the opportunity to participate in a defined benefit retirement plan and a supplemental retirement plan, and (iii3) an employer-paid subsidy for health coverage upon the executive’s retirement from Oncor for executives hired prior to January 1, 2002;

Perquisites and other benefits, including, for executives hired prior to January 1, 2004, the opportunity to participate in the Oncor Split-Dollar Life Insurance Program (Split Dollar Life Insurance Plan); and

Contingent payments through an executive change of control policy and an executive severance plan

And in certain instances, performance bonus and retention agreements.

For more information about each of the incentive and other benefit plans available to our executive officers see the compensation tables and the accompanying narratives immediately following “– Compensation Discussion and Analysis.”

Compensation Consultants

In October 2018, the O&C Committee engaged PricewaterhouseCoopers LLP, a compensation consultant, to advise and report to the O&C Committee on executive compensation issues, including competitive market analyses of our executive compensation and independent director compensation. PricewaterhouseCoopers and its affiliates also provide consulting and related services to Oncor with respect to human resources, tax, internal audit, industry intelligence, strategy formulation and other matters. Oncor purchases compensation surveys (both executive and non-executive) from Willis Towers Watson who, from time to time, provides consulting and other services to Oncor’s human resources department.

Market Data

While we try to ensure that the greater part of an executive officer’s compensation is directly linked to the executive’s individual performance and Oncor’s financial and operational performance, we also seek to set our executive compensation program in a manner that is competitive with that of our peer group and industry compensation survey data in order to promote retention of key personnel and to attract high-performing executives from outside our company.

107

2017 Survey and Peer Group

In the fourth quarter of 2017, the O&C Committee assessed total compensation of our executives against a number of companies in the transmission/distribution industry and fully integrated utilities using both survey data and peer group comparisons. For purposes of the 2017 assessment, PricewaterhouseCoopers completed a competitive market analysis of executive compensation for the O&C Committee in October 2017. This analysis involved a review of U.S. energy utility industry compensation survey data using our projected 2017 annual revenues. The survey data was compared to our executive compensation elements targeted at both the 50th and 75th percentiles with respect to base salary, target cash annual incentives, and long-term incentives, and the resulting target total cash compensation (base salary and target cash annual incentives) and total direct compensation (base salary, target cash annual incentives and long-term incentives). The survey data was aged from the reporting date to January 1, 2018, using an annual rate of 3.0%, which is the projected increase factor for 2017 for officers and executives based on the World at Work 2017 Salary Budget Survey.

In addition to the market data for utilities in the national marketplace, PricewaterhouseCoopers also provided publicly available data for a subset of these utilities, a peer group of transmission/distribution utility companies as well as fully integrated utility companies. Oncor’s size, based on revenues, is in the 64th percentile of this peer group. PricewaterhouseCoopers provided information on total target direct compensation, base salary, annual incentive targets and long-term incentives with respect to the five highest paid executives at each of those companies, along with comparisons of each such executive to the comparable Oncor executive using regression analysis based on Oncor’s revenue size. The primary peer group consisted of the following companies:

American Electric Power Co., Inc.

Alliant Energy

CenterPoint Energy, Inc.

Cleco Power LLC

Consolidated Edison, Inc.

El Paso Electric Co.

Eversource Energy

IdaCorp Inc.

ITC Holdings Corp.

OGE Energy Corp.

Pinnacle West Capital Corp.

Portland General Electric Co.

Pepco Holdings, Inc., and TECO Energy, Inc. were included in the peer group in PricewaterhouseCoopers’2016 analysis but were not included in the 2017 analysis as they had ceased providing public disclosures for executives and directors due to acquisitions in 2016. In addition, PricewaterhouseCoopers recommended, and the O&C Committee agreed, that while Cleco Power LLC should be included in the peer group, its reported compensation information should be excluded from the O&C Committee’s consideration of market pay in 2017 as it experienced a change in control in 2016. Because of the loss of companies in the historical peer group, the O&C Committee considered adding additional peer companies. Based on PricewaterhouseCoopers’ analysis, the O&C Committee determined not to increase the peer group size as the addition of companies may increase the complexity of the analysis without a meaningful benefit. As a result, PricewaterhouseCoopers recommended, and the O&C Committee agreed, not to include additional companies for the 2017 analysis.

The O&C Committee considered both peer group data and the 2017 competitive market survey data, along with individual performance and responsibilities, when determining total direct executive compensation, as well as each element of total direct compensation (base salary, annual incentives and long-term incentives). The O&C Committee targeted total direct compensation, including target payouts under annual and long-term incentive awards, at approximately the 50th percentile of the 2017 competitive market survey group. The 2017 competitive market analysis indicated that the aggregate target total direct compensation of our executives was generally below the 50th percentile of the competitive market survey group. As a result of its review of the PricewaterhouseCoopers studies and each executive’s individual performance and responsibilities, the O&C Committee increased the base salaries of all Named Executive Officers, including our then CEO, effective November 26, 2017. The O&C Committee also used the 2017 competitive market analysis to set compensation for executive officers taking on new or expanded positions upon closing of the Sempra Acquisition, with total direct compensation targeted to be around the 50th percentile for their respective positions.

2018 Survey and Peer Group

In the fourth quarter of 2018, the O&C Committee assessed total compensation of our executives against a number of companies in the transmission/distribution industry and fully integrated utilities using both survey data and peer group comparisons. For purposes of the 2018 assessment, PricewaterhouseCoopers completed a competitive market analysis of executive compensation for the O&C Committee in October 2018. This analysis involved a review of U.S. energy utility industry compensation survey data using our projected 2018 annual revenues. The survey data was compared to our

108

executive compensation elements targeted at both the 50th and 75th percentiles with respect to base salary, target cash annual incentives, and long-term incentives, and the resulting target total cash compensation (base salary and target cash annual incentives) and total direct compensation (base salary, target cash annual incentives and long-term incentives). The survey data was aged from the reporting date to January 1, 2019, using an annual rate of 3.0%, which is the projected increase factor for 2018 for officers and executives based on the World at Work 2018 Salary Budget Survey.

In addition to the market data for utilities in the national marketplace, PricewaterhouseCoopers also provided publicly available data for a subset of these utilities, a peer group of transmission/distribution utility companies as well as fully integrated utility companies. Oncor’s size, based on revenues, is in the 49th percentile of this peer group. PricewaterhouseCoopers provided information on total target direct compensation, base salary, annual incentive targets and long-term incentives with respect to the five highest paid executives at each of those companies, along with comparisons of each such executive to the comparable Oncor executive using regression analysis based on Oncor’s revenue size. The primary peer group consisted of 16 companies, 12 of which were used in PricewaterhouseCoopers’ 2017 study:

Ameren Corp.

American Electric Power Co., Inc.

Alliant Energy

Avangrid Inc.

CenterPoint Energy, Inc.

Cleco Power LLC

CMS Energy Corp.

Consolidated Edison, Inc.

El Paso Electric Co.

Eversource Energy

IdaCorp Inc.

ITC Holdings Corp.

OGE Energy Corp.

Pinnacle West Capital

Portland General Electric Co.

SCANA Corp.

PricewaterhouseCoopers recommended including four new peer companies in addition to the 12 companies that were considered in the 2017 analysis: Ameren Corp., Avangrid Inc., CMS Energy Corp., and SCANA Corp. The addition of these new peers would more closely align Oncor’s revenue size to the 50th percentile versus its 64th percentile positioning in the 2017 peer group, as well as increase the sample size of the peer group from 12 to 16. Based on PricewaterhouseCoopers’ analysis and recommendation, the O&C Committee agreed to include the additional companies in the 2018 analysis.

The O&C Committee considered both peer group data and the 2018 competitive market survey data, along with individual performance and responsibilities, when determining total direct executive compensation, as well as each element of total direct compensation (base salary, annual incentives and long-term incentives). The O&C Committee targeted total direct compensation, including target payouts under annual and long-term incentive awards, at approximately the 50th percentile of the 2018 competitive market survey group. The 2018 competitive market analysis indicated that the aggregate target total direct compensation of our executives was generally below the 50th percentile of the competitive market survey group. As a result of its review of the PricewaterhouseCoopers studies and each executive’s individual performance and responsibilities, the O&C Committee increased the base salaries of all Named Executive Officers, including our CEO, effective November 26, 2018.

Compensation Elements

A significant portion of each executive officer’s compensation is variable, at-risk and directly linked to achieving company performance objectives set by the O&C Committee and the alignment with equity owner interests in order to achieve long-term success of our company. Other factors impacting compensation include individual performance, retention risk, and market compensation data. None of these other factors are assigned individual weights, but are considered together. The company has no policies or formula for allocating compensation among the various elements. The following is a description of the principal compensation components provided to our executives.

Base Salary

We believe that base salary should be commensurate with the scope and complexity of each executive’s position, the level of responsibility required, and demonstrated performance. We also believe that a competitive level of base salary is required to attract and retain qualified talent.

As part of its review of total direct compensation for our executive officers, the O&C Committee reviews and determines executive officers’ base salaries periodically as it deems appropriate. The periodic review includes the O&C Committee’s review of the most recent analysis of our executive compensation against competitive market data and comparison to our peer group. Our CEO also reviews this analysis, along with the performance and level of responsibility

109

of each executive officer reporting to him, and makes recommendations to the O&C Committee regarding any salary changes for those executive officers. The O&C Committee may also approve salary increases as a result of an executive’s performance, promotion or a significant change in an executive’s responsibilities.

In connection with certain executive officer position and role changes that occurred upon the closing of the Sempra Acquisition, the O&C Committee approved base salary increases for certain Named Executive Officers that took effect on March 11, 2018, as described below. For purposes of determining these base salary increases, the O&C Committee reviewed the 2017 competitive market analysis prepared by PricewaterhouseCoopers and targeted annual total direct compensation for executives taking on new or expanded roles upon closing of the Sempra Acquisition at around the 50th percentile of the competitive market survey group (regressed to Oncor’s revenue size) for their respective new roles. Additionally, as discussed above, the 2018 competitive market analysis prepared by PricewaterhouseCoopers indicated that aggregate target total direct compensation of our executives was generally below the 50th percentile of the competitive market survey group and peer group (when regressed to Oncor’s revenue size). As a result of this study and after considering individual performance and responsibilities, the O&C Committee increased the base salary of each of our Named Executive Officers, including the CEO, effective November 26, 2018, as described below. The salary increases bring total direct compensation closer to the 50th percentile of the 2018 competitive market survey group for their respective offices.

Annual Base Salary for Named Executive Officers

The annual base salaries of Named Executive Officers at December 31, 2018 were as follows:


Name	Title	At December 31, 2018 (1), (2)
E. Allen Nye, Jr.	Chief Executive	$ 927,000
Don. J .Clevenger	Senior Vice President and Chief Financial Officer	$ 511,000
Deborah L. Dennis	Senior Vice President, HR & Corporate Affairs, and Chief Customer Officer	$ 381,000
James A. Greer	Executive Vice President and Chief Operating Officer	$ 546,000
Matthew C. Henry	Senior Vice President, General Counsel and Secretary	$ 536,000
Robert S. Shapard(3)	Former Chief Executive (until March 9, 2018)	$ -
David M. Davis (4)	Former Senior Vice President & Chief Financial Officer (until March 9, 2018) and Former Executive Vice President, Strategy & Planning (until December 31, 2018)	$ 495,000
Michael E. Guyton (5)	Former Chief Customer Officer (until March 9, 2018) and Former Senior Vice President (until June 30, 2018)	$ -

__________

(1)

Annual base salaries for the following Named Executive Officers were increased effective March 11, 2018 (the beginning of the first pay period after the Sempra Acquisition) in connection with the executive role changes that occurred on March 9, 2018 upon closing of the Sempra Acquisition as follows: Mr. Nye, who had served as our Senior Vice President, General Counsel and Secretary, increased from $536,000 to $850,000 reflecting his promotion to Chief Executive; Mr. Clevenger, who had served as our Senior Vice President, Strategic Planning, increased from $477,000 to $491,000 reflecting his assumption of the position of Senior Vice President and Chief Financial Officer; Ms. Dennis, who had served as our Senior Vice President, HR & Corporate Affairs, increased from $342,000 to $366,000 reflecting her assumption of the Chief Customer Officer position; and Mr. Greer, who had served as our Senior Vice President and Chief Operating Officer, increased from $495,000 to $525,000 reflecting his promotion to Executive Vice President and Chief Operating Officer.

(2)

Annual base salaries were increased effective November 26, 2018 as follows: Mr. Nye increased from $850,000 to $927,000; Mr. Clevenger increased from $491,000 to $511,000; Ms. Dennis increased from $366,000 to $381,000; Mr. Greer increased from $525,000 to $546,000; and Mr. Henry increased from $515,000 to $536,000.

(3)

Mr. Shapard retired effective April 1, 2018 with an annual salary of $929,000. He currently serves as non-executive Chairman of our board of directors, for which he receives quarterly director fees of $125,000 (of which amount $7,500 is attributable to his service as chairman of the board of directors of Oncor Holdings and is paid by Oncor but reimbursed to Oncor by Oncor Holdings) effective for the quarterly period beginning April 1, 2018. Mr. Shapard did not receive director fees for his service on our board of directors for periods prior to April 1, 2018. For more information on Mr. Shapard’s compensation as non-executive Chairman of

110

our board of directors, see “Director Compensation.”

(4)

Mr. Davis retired effective December 31, 2018.

(5)

Mr. Guyton retired effective July 1, 2018 with an annual salary of $323,000.

Executive Annual Incentive Plan

The O&C Committee and our CEO are responsible for administering the Executive Annual Incentive Plan. The award targets under the plan are established on a company-wide basis and the O&C Committee seeks to set these targets at performance challenging levels. The O&C Committee determines annual target award percentages for executives based on an evaluation of the most recent competitive market analysis conducted by PricewaterhouseCoopers, and, with respect to executives other than our CEO, recommendations from our CEO. In making his recommendations to the O&C Committee regarding target award percentages, our CEO assesses the performance goals of each executive reporting to him against the goals of the executive’s business unit and function and reviews the competitive market analysis. Executive Annual Incentive Plan awards are based on a target payout, which is set as a percentage of a participant’s base salary and is based on the performance of Oncor and individual participant performance. The annual incentive target payout for each executive is set near the 50th percentile of executives with similar responsibilities among our competitive market survey group and peer group. Effective March 11, 2018, the beginning of the first pay period after the Sempra Acquisition, the O&C Committee increased Mr. Nye’s target payout opportunity from 65% of salary to 95% of salary in connection with his promotion to CEO. The O&C Committee did not change any of the target payout opportunities for the other Named Executive Officers in connection with the executive officer position changes that occurred after the closing of the Sempra Acquisition. The O&C Committee reviewed target payout opportunities in its October 2018 review of the 2018 competitive market survey information described above and each executive’s performance and responsibilities and did not make any changes to the existing target payout opportunities.

The awards payable in any given plan year are determined based on (1) the target award levels of participants in the Executive Annual Incentive Plan, (2) achievement of a threshold, target or superior funding trigger, and (3) achievement of threshold, target or superior levels of any additional operational or other metrics that the O&C Committee elects to apply in determining the aggregate amount of awards, which we sometimes refer to as the operational funding percentage. Based on the level of attainment of the funding trigger and the operational funding percentage, the O&C Committee determines an aggregate performance final funding percentage. This final funding percentage is then multiplied by each target award, and the resulting amount is then multiplied by any performance modifiers to determine a final award amount. The O&C Committee sets operational metrics, performance goals, target awards and individual performance modifiers in its discretion, and also has broad discretion to adjust funding percentages and individual awards. The funding trigger described in (2) above is based on “EBITDA,” which means Oncor’s earnings before interest, taxes, depreciation and amortization, as determined by the O&C Committee. The O&C Committee has excluded from EBITDA the impact of long-term incentive compensation, performance bonus compensation, expenses related to the EFH Bankruptcy Proceedings and the Sempra Acquisition, and non-cash actuarial adjustments. EBITDA is used as the funding trigger because we believe it is an effective measure to assess profitability of the business. See Note 2 to Financial Statements for more information regarding the EFH Bankruptcy Proceedings and the Sempra Acquisition.

Funding of incentive awards is based first on the achievement of stated EBITDA threshold, target or superior funding trigger levels set by the O&C Committee for that year. Incentives are only payable under the Executive Annual Incentive Plan in the event the threshold EBITDA is achieved. The level of EBITDA achieved is used to calculate a funding trigger percentage, as illustrated in the table below.


Funding Trigger Achieved	Funding Trigger Percentage
Actual EBITDA is less than threshold	0%
Actual EBITDA equals threshold	50%
Actual EBITDA is greater than threshold but less than target	Percentage between 50% - 100% equal to the percentage of the target EBITDA achieved
Actual EBITDA equals target	100%
Actual EBITDA is greater than target but less than superior	Percentage between 100% - 150% equal to the percentage of the superior EBITDA achieved
Actual EBITDA equals or exceeds superior	150%

111

Assuming the EBITDA threshold is met, an operational funding percentage is calculated based on achievement of the operational or other metrics set by the O&C Committee. For 2018, the O&C Committee established operational funding percentage metrics based solely on operational targets because it believes that incentives should be based on achievement of operational goals. The purpose of these operational targets, which are based on safety, reliability, operational efficiency and infrastructure readiness metrics, is to promote enhancement of our services to customers. The table below sets forth these operational metrics in further detail.


Operational Metric	Description	Purpose
Safety	Number of employee injuries using a Days Away, Restricted or Transfer (DART) system with a modifier for fatalities resulting from a safety violation	Promotes the health and welfare of our employees. Lowering the number of accidents also reduces our operating costs, which in turn contributes to lower rates for our customers.

Reliability	Non-storm System Average Interruption Duration Index (SAIDI), which measures the average number of minutes electric service is interrupted per customer in a year. Since weather can greatly impact reliability and is outside of our control, the reliability metric measures SAIDI on a non-storm, weather-normalized basis	Promotes our commitment to minimizing service interruptions to our customers, as the lower the SAIDI level for the year, the greater our customers’ service level and satisfaction.

Operational Efficiency	Based on the achievement of targeted operation and maintenance expense (O&M) and sales, general and administrative expense (SG&A) levels determined on a per customer cost basis	Promotes lower expenditures relative to customers served, which in turn contributes to lower rates for our customers.

Infrastructure Readiness	Measured by a metric based on capital expenditure per three year average kW peak; expressed as a cumulative percentage	Discourages exceeding the budget, as well as spending that is too far below the capital plan, as we believe expenditures to improve our facilities and other capital expenditures are important to maintaining the quality of and enhancing our services to our customers.

An operational funding percentage is calculated based on the level of achievement of each operational metric. The O&C Committee determines the weighting of each of those metrics within the operational funding percentage and the threshold, target and superior levels of each metric. As with the EBITDA funding trigger, each operational metric must meet a threshold level in order to provide any funding for that metric. Meeting the threshold amount results in 50% of the available funding for that metric, with target and superior levels resulting in 100% and 150%, respectively, of the available funding for that metric. Once threshold has been achieved, actual results in between each level result in a funding percentage equal to the percentage of the target achieved (up to 150% for achievement of the superior performance level).

112

Once an operational funding percentage is calculated, the final funding percentage is determined in accordance with the table below.


Achieved Funding Trigger Performance	Final Funding Percentage
Actual EBITDA is less than threshold	0%
Actual EBITDA equals threshold	50%
Actual EBITDA is greater than threshold but less than or equal to target	Lesser of the funding trigger percentage or the operational funding percentage
Actual EBITDA is greater than target	Funding trigger percentage multiplied by the operational funding percentage, up to a payout percentage not exceeding the funding trigger percentage.

For 2018, our EBITDA for purposes of the Executive Annual Incentive Plan exceeded the target EBITDA but did not meet the superior EBITDA, resulting in a funding trigger percentage of 111.0%. Our operational funding percentage was 115.9%. As a result, the final funding percentage was calculated using the lesser of the funding trigger percentage or the operational funding percentage, resulting in a final funding percentage of 111.0%.

To calculate an executive officer’s award amount, the final funding percentage is first multiplied by the executive officer’s target award, which is computed as a percentage of actual base salary. Based on the executive officer’s performance, an individual performance modifier is then multiplied by the calculated award to determine the final incentive payment. An individual performance modifier is based on reviews and evaluations of the executive officer’s performance by the CEO and the O&C Committee (or solely the O&C Committee in the case of our CEO). Factors used in determining individual performance modifiers may include operational measures (including the safety, reliability, operational efficiency and infrastructure readiness metrics discussed above), company objectives, individual management and other goals, specific job objectives and competencies, the demonstration of team building and support attributes and general demeanor and behavior. The CEO and the O&C Committee (or solely the O&C Committee in the case of our CEO) do not assign these factors individual weights, but considered them together. Each executive officer’s individual performance modifier is set by the O&C Committee within a range determined in its discretion.

The Executive Annual Incentive Plan provides that if an executive dies, becomes disabled or retires after having participated at least three full months in the plan during a plan year, the executive is entitled to receive payment of a partial award, prorated for the number of months that the executive was a participant in the plan year of his or her termination of employment. Mr. Shapard (who retired from Oncor effective April 1, 2018) and Mr. Guyton (who retired from Oncor effective July 1, 2018) were each participants in the Executive Annual Incentive Plan for at least three full months in 2018, and were therefore eligible for prorated 2018 annual incentives.

In addition, our Third Amended and Restated Executive Change in Control Policy (Change in Control Policy) provides that at the same time (and subject to the same conditions) that an executive receives a cash severance payment under the Change in Control Policy, the executive shall also receive a cash severance payment in the amount equal to the pro rata portion of the executive’s target annual incentive award for the year of termination of employment, prorated based on the executive’s termination date. Pursuant to the terms of certain letter agreements entered into in connection with the Sempra Acquisition, Messrs. Shapard and Guyton received $220,638 and $80,750, respectively, representing their 2018 pro rata annual incentive target awards under the Executive Annual Incentive Plan. For a description of each executive’s payments under the Change in Control Policy, see “– Contingent Payments – Change in Control Policy” below. For a description of the letter agreements, see “– Individual Named Executive Officer Compensation – Compensatory Agreements – Letter Agreements” below.

The following table provides a summary of the 2018 targets and actual awards for each Named Executive Officer. All awards under the Executive Annual Incentive Plan are made in the form of lump sum cash payments to participants by March 15 of the year following the plan year to which the award relates.

113

2018 Annual Incentives (Payable in 2019) for Named Executive Officers


Name	Target Payout Opportunity (% of Salary) (1)	Target Award ($ Value)	Actual Award ($)	Actual Award (% of Target)
E. Allen Nye, Jr.	95%	737,061	818,138	111.00
Don J. Clevenger	65%	318,716	353,775	111.00
Deborah L. Dennis	65%	236,112	262,084	111.00
James A. Greer	65%	339,136	376,441	111.00
Matthew C. Henry(2)	65%	348,400	279,942	80.35
Robert S. Shapard(3)	95%	882,550	244,908	27.75
David M. Davis	65%	321,750	357,143	111.00
Michael E. Guyton(4)	50%	161,500	89,633	55.50

(1)

Executive Annual Incentive Plan target payout opportunity was increased effective March 11, 2018 (the beginning of the first pay period after the Sempra Acquisition) for Mr. Nye from 65% to 95%.

(2)

Mr. Henry’s actual award represents a pro-rata amount based on his hire date of March 16, 2018.

(3)

Mr. Shapard’s actual award represents a pro-rata amount based on his retirement date of April 1, 2018.

(4)

Mr. Guyton’s actual award represents a pro-rata amount based on his retirement date of July 1, 2018.

For more detailed information on terms of the Executive Annual Incentive Plan, including the calculation of the 2018 EBITDA funding percentage and the operational funding percentage, the 2018 operational funding triggers and the actual performance levels achieved, see the narrative that follows the Grants of Plan-Based Awards – 2018 table.

Long-Term Incentives

Our long-term incentive program currently consists of the Long-Term Incentive Plan. The Long-Term Incentive Plan was adopted effective as of January 1, 2013, as a replacement long-term incentive program to the previous SARs Plan. The purpose of our long-term incentive program is to promote the long-term financial interests and growth of Oncor by attracting and retaining management and other personnel and key service providers. Our long-term incentive program was developed to enable us to be competitive in our compensation practices. It was also developed to reflect our belief that the opportunity to benefit from positive long-term performance of the company motivates our management to work towards the long-term success of our business and align management’s interests with those of our equity holders. In addition, we believe that certain employment-related conditions and the multi-year time period of this program, as discussed in more detail below, provides significant retentive value to us.

Our long-term incentive program previously included the Equity Interests Plan and related Management Investment Opportunity, which are discussed below. The Equity Interests Plan terminated in 2018.

Long-Term Incentive Plan

In 2013, our board of directors adopted the Long-Term Incentive Plan as a replacement long-term incentive program to the SARs Plan. The Long-Term Incentive Plan encourages retention of executive officers and key employees by stipulating performance periods of generally 36 months. We also believe that these multi-year performance periods encourage participants to strive for the long-term, sustained success of the company. The nature of the performance targets also ensures that participants strive towards both financial and operational goals.

Our board of directors delegated administration of the Long-Term Incentive Plan to the O&C Committee. Our executive officers and any other key employees of the company or its subsidiaries designated by the O&C Committee are eligible to participate. The plan provides for cash awards to be paid after completion of a performance period based on achievement of certain stated performance goals. A performance period under the Long-Term Incentive Plan is the 36 month period beginning each January 1, unless otherwise determined by the O&C Committee in its sole discretion. The

114

participants for each performance period shall be determined by the O&C Committee not later than the 90th day after commencement of the performance period. Performance goals consist of one or more specific performance objectives established by the O&C Committee in its discretion within the first 90 days of the commencement of the applicable performance period. Performance goals may be designated with respect to the company as a whole or one or more operating units, and may also be determined on an absolute basis or relative to internal goals, or relative to levels attained in prior years, or relative to other companies or indices, or as ratios expressing relationships between two or more performance goals. For 2018 grants, the O&C Committee set the performance targets on a company-wide basis and at levels it believes are performance challenging. The long-term incentive target payout for each executive is set so that the target total direct compensation is near the 50th percentile of executives with similar responsibilities among our 2017 competitive market survey group and our peer group (when regressed to Oncor’s revenue size).

The O&C Committee determined that the performance goals used for the Long-Term Incentive Plan awards granted in 2018 would consist of a financial trigger and operational metrics. The funding of the 2018 Long-Term Incentive Plan award is contingent first upon Oncor achieving a cumulative threshold net income level for the three-year performance period. The O&C Committee has excluded from net income the impact of long-term incentive compensation, performance bonus compensation, expenses related to the EFH Bankruptcy Proceedings and the Sempra Acquisition, executive change of control policy expenses, and non-cash actuarial adjustments. If Oncor fails to achieve the stated net income level for the performance period, no award is payable. For awards granted in 2015 or later, the funding trigger percentage for a performance period equals 50% if the threshold level is met, 100% if target level is met, or 150% if the superior level is met or exceeded. The applicable percentage for performance between threshold and target performance levels, and the target and superior performance levels are determined on a straight line interpolation basis. Once a funding trigger percentage is determined, an operational goal percentage is determined based on Oncor’s satisfaction of four operational metrics. The operational goals used for the Long-Term Incentive Plan awards mirror the operational metrics used for awards under the Executive Annual Incentive Plan. These goals relate to (1) a safety metric based on the number of employee injuries using a Days Away, Restricted or Transfer (DART) system with a modifier for fatalities as a result of a safety violation, (2) a reliability metric as measured by the System Average Interruption Duration Index (SAIDI), (3) an operational efficiency metric based on the achievement of targeted operation and maintenance expense (O&M) and sales, general and administrative expense (SG&A) levels determined on a per customer cost basis, and (4) an infrastructure readiness metric based on the capital expenditure per three year average kW peak, expressed as a cumulative percentage. The purpose of these operational targets, which are based on safety, reliability, operational efficiency and infrastructure readiness metrics, is to promote enhancement of our services to customers. For additional discussion on the purposes of the operational metrics, see the table and discussion of the Operational Metrics in “Compensation Elements—Executive Annual Incentive Plan.”

The O&C Committee set the threshold, target and superior levels for each operational metric. The achievement of those levels results in funding for a specific metric of 50%, 100% and 150%, respectively. Once the threshold has been achieved, actual results in between each level result in a funding percentage equal to the percentage of the target achieved. Based on the weighting for each operational metric, an aggregate weighted average of operational goal percentage is determined.

The final funding percentage for long-term incentive awards is calculated using the funding trigger percentage and weighted operational goal percentage, as set forth in the table below.


Long-Term Incentive Plan Final Funding Percentage Calculation – Grants made in 2015 and later
Achieved Funding Trigger Performance	Final Funding Percentage
Actual funding trigger is less than threshold	0%
Actual funding trigger equals threshold	50%
Actual funding trigger is greater than threshold but less than or equal to target	Lesser of the funding trigger percentage or the weighted operational goal percentage
Actual funding trigger is greater than target	Funding trigger percentage multiplied by the weighted operational goal percentage, up to a payout percentage not exceeding the funding trigger percentage.

115

The amount of each Long-Term Incentive Plan award granted in 2015 or later is then determined based on the product of the final funding percentage, multiplied by the target opportunity dollar amount stated in each individual award letter.

The plan also gives the O&C Committee the discretion to adjust long-term awards to prevent unintended dilution or enlargement as a result of certain extraordinary events. For each performance goal, the O&C Committee may set threshold, target and superior levels of attainment and the manner of calculating the award amounts at each level (such as a specified dollar amount or a percentage or multiple of base salary). However, the Long-Term Incentive Plan provides that the maximum award payable for a performance period shall not exceed 150% of the target award.

Long-Term Incentive Awards Granted in 2018 (Payable in 2021)

The following table provides a summary of the targets awards granted to each Named Executive Officer in February 2018. All awards under the Long Term Incentive Plan are to be made in the form of lump sum cash payments to participants on or before April of the year following the last year of the performance period. For target awards granted in 2018, awards are generally payable on or before April 1, 2021, subject to exceptions for certain terminations of employment following a change in control, as discussed below under “- Long-Term Incentive Awards Payable Upon Certain Termination Events.”

2018 Target Long-Term Incentive Award Grants (Payable in 2021) for Named Executive Officers


Name	Target Award ($ Value)
E. Allen Nye, Jr.	2,339,200
Don J. Clevenger	722,752
Deborah L. Dennis	327,936
James A. Greer	840,000
Matthew C. Henry	758,080
Robert S. Shapard(1)	2,556,608
David M. Davis(2)	728,640
Michael E. Guyton(3)	289,408

(1)

Amount above reflects the full amount of the target award. Mr. Shapard retired effective April 1, 2018 and in April 2018 received a pro-rata award in the amount of $212,273 representing the amount payable based on target performance, prorated for the number of days he was an employee for the 2018-2020 performance period.

(2)

Amount above reflects the full amount of the target award. Mr. Davis resigned and retired effective December 31, 2018 and in January 2019 received a pro-rata award in the amount of $243,323, representing the amount payable based on target performance, prorated for the number of days he was an employee for the 2018-2020 performance period.

(3)

Amount above reflects the full amount of the target award. Mr. Guyton resigned and retired effective July 1, 2018 and in August 2018 received a pro-rata award of $48,059 representing the amount payable based on target performance, prorated for the number of days he was an employee for the 2018-2020 performance period.

Long-Term Incentive Awards Granted in 2016 (Payable in 2019)

In February 2019, the O&C Committee certified the level of attainment of performance goals established for long-term incentive awards granted in 2016 with a performance period that ended on December 31, 2018. The performance goals achieved for the 2016-2018 performance goal period were certified by the O&C Committee as follows:

116


2016 -2018 Performance Period Results (awards granted in 2016, payable in 2019)
Funding Trigger		Threshold	Target		Superior	Actual	Achievement
Net Income ($ millions; 2016-2018 cumulative)		1,227.5	1,444.1		1,660.7	1,468.7	105.7%
2016-2018 Performance Goals
Weighting	Performance Metric	Performance Level				Actual	Achievement
30%	Safety - measured by Days Away, Restricted or Transferred (DART); cumulative	Threshold	0.73
		Target	0.62			0.38	45%
		Superior	0.48
30%	Reliability - measured by non-storm System Average Interruption Duration Index (SAIDI) in minutes; cumulative	Threshold	297
		Target	276			278.0	29.1%
		Superior	243
30%	Operational efficiency − measured by operation and maintenance expense (O&M) and sales, general and administrative expense (SG&A) on a cost per customer basis, $; average	Threshold	189.71
		Target	177.30			176.3	31.2%
		Superior	164.89
10%	Operational efficiency − measured by an infrastructure readiness metric based on the capital expenditure per three year average kW peak; %; cumulative	Threshold	97.00, 105.00
		Target	98.00, 103.00			103.01%	10.0%
		Superior	99.00 – 101.49
				Operational Goal Percentage:			115.3%

Pursuant to the terms of the 2016 long-term incentive awards, the amount of each award was determined based on the product of the final funding percentage certified by the O&C Committee in February 2019 and the target opportunity dollar amount stated in each individual award. The O&C Committee certified a funding trigger percentage of 105.7%, an operational goal percentage of 115.3%, and a final funding percentage of 105.7% resulting in long-term incentive awards as set forth below for the Named Executive Officers.

2016 - 2018 Performance Period Long-Term Incentive Awards (Payable in 2019) for Named Executive Officers in Office at December 31, 2018



Name	Actual Award ($ Value)
E. Allen Nye, Jr.	770,172
Don J. Clevenger	686,154
Deborah L. Dennis	299,275
James A. Greer	712,604
Matthew C. Henry	-
David M. Davis	712,604

In accordance with the terms of the plan, these amounts will be paid to the officers prior to April 1, 2019.

Long-Term Incentive Awards Payable Upon Certain Termination Events

The Long-Term Incentive Plan provides that upon a participant’s separation from service for reasons other than the participant’s death, disability, retirement or termination following a change in control, all of the participant’s outstanding and unpaid long-term incentive awards will be canceled. As discussed below under “Individual Named Executive Officer Compensation – Compensatory Agreements – Letter Agreements,” each of our Named Executive Officers other than Mr. Nye entered into a letter agreement providing for the payment of the most favorable benefits available under each benefit plan in which the executive participates in the event of that executive’s termination within a certain period of time following the Sempra Acquisition. In the case of terminations due to death, disability or retirement, participants are eligible to receive a pro-rata portion of their outstanding and unpaid long-term incentive awards for the number of days the participant was employed during the performance period, based on actual performance of the company, payable at the same time as they are paid to current participants. In the case of terminations following the two-year period after a change in control, other than terminations by Oncor for cause, the plan provides that the participant will receive a pro-rata portion

117

of the participant’s outstanding and unpaid long-term incentive awards for the number of days the participant was employed during the performance period, based on target performance of the company, payable within 60 days following the participant’s separation from service. We believe this provision provides significant retentive value by motivating participants to continue to serve in light of the expected change in control. Pursuant to the termination following a change in control provisions, Mr. Shapard, Mr. Guyton, and Mr. Davis each received the following prorated awards under the Long-Term Incentive Plan as a result of their retirements following the closing of the Sempra Acquisition:

Long-Term Incentive Awards Paid to Named Executive Officers in Connection with 2018 Terminations of Service

Name

Award Performance Period

Prorated Award Amounts

Robert S. Shapard

Awards paid April 2018

2016-2018 Performance Period

2017-2019 Performance Period

2018-2020 Performance Period

$1,772,976

$1,033,727

$212,273

David M. Davis

Awards paid January 2019

2017-2019 Performance Period

2018-2020 Performance Period

$472,668

$243,323

Michael E. Guyton

Awards paid August 2018

2016-2018 Performance Period

2017-2019 Performance Period

2018-2020 Performance Period

$223,172

$140,544

$48,059

For a more detailed description of the Long-Term Incentive Plan, the net income funding trigger, the performance metrics and the actual performance levels achieved for the 2016-2018 performance period, refer to the narrative that follows the Grants of Plan-Based Awards – 2018 table.

Previous Long-Term Incentives - Equity Interests Plan and Management Investment Opportunity

The Equity Interests Plan allowed our board of directors to offer non-employee directors, management and other personnel and key service providers of Oncor the right to invest in Class B membership units of Investment LLC (each, a Class B Interest), an entity whose only assets consisted of equity interests in Oncor. As a result, each holder of Class B Interests held an indirect ownership interest in Oncor. Any dividends received by Investment LLC from Oncor in respect of its membership interests in Oncor were subsequently distributed by Investment LLC to the holders of Class B Interests in proportion to the number of Class B Interests held by the holders.

In November 2008 and August 2011, pursuant to the terms of the Equity Interests Plan, our board of directors offered certain officers and key employees the opportunity to invest in Investment LLC and purchase Class B Interests in Investment LLC for the fair market value of Class B Interests on that date, as determined by our board of directors (collectively, the Management Investment Opportunity). In addition to the opportunity to purchase Class B Interests in Investment LLC, these officers and key employees also received an amount of SARs based on the aggregate amount invested. SARs received in connection with the Management Investment Opportunity were subject to the terms of the SARs Plan, and were all exercised in 2012 as discussed under “— Stock Appreciation Rights Settlement” below. Participants in the Management Investment Opportunity were also given the option to fund any or all of their investment in Investment LLC using funds in their Salary Deferral Program accounts. Any Class B Interests purchased by an executive officer using funds in his or her Salary Deferral Program account were held of record by the Salary Deferral Program for the benefit of the executive officer.

In connection with the Management Investment Opportunity, each participant entered into a management stockholder’s agreement and a sale participation agreement, which contained, among other things, restrictions on transferring Class B Interests and certain drag-along and piggy-back equity sale rights. The management stockholder’s agreement, among others things, gave Oncor the right to repurchase a participant’s Class B Interests in the event of specified terminations of a participant’s employment or violation by a participant of certain of his or her non-compete obligations. We believed this repurchase right provided significant retentive value to our business.

On March 9, 2018, Oncor entered into the OMI Agreement with Investment LLC, Oncor Holdings and Sempra. At the time, Investment LLC held 1,396,008 of the outstanding limited liability company interests in Oncor (OMI Interests),

118

which represented 0.22% of the outstanding membership interests in Oncor. Each of the Named Executive Officers beneficially owned the following amounts of Class B Interests as of March 9, 2018:

Class B Interests Beneficially Owned By Named Executive Officers as of March 9, 2018


Name	Number of Class B Interests
E. Allen Nye, Jr.	18,368
Don J. Clevenger(1)	50,000
Deborah L. Dennis(2)	50,000
James A. Greer(3)	75,000
Matthew C. Henry	-
Robert S. Shapard(4)	300,000
David M. Davis(5)	50,000
Michael E. Guyton(6)	50,000

(1)

Included 8,702.9 of the aggregate outstanding non-voting membership interests that were held by the Salary Deferral Program on Mr. Clevenger’s behalf.

(2)

Included 40,794.3 of the aggregate outstanding non-voting membership interests that were held by the Salary Deferral Program on Ms. Dennis’s behalf.

(3)

Included 25,000 of the aggregate outstanding non-voting membership interests that were held by the Salary Deferral Program on Mr. Greer’s behalf.

(4)

Held by a family limited partnership, of which Mr. Shapard serves as general partner.

(5)

Included 19,868.4 of the aggregate outstanding non-voting membership interests that were held by the Salary Deferral Program on Mr. Davis’s behalf.

(6)

Included 28,664.7 of the aggregate outstanding non-voting membership interests that were held by the Salary Deferral Program on Mr. Guyton’s behalf.

Pursuant to the OMI Agreement, concurrent with the closing of the Sempra Acquisition, Investment LLC transferred to Oncor Holdings all of the OMI Interests in exchange for $25,959,261 in cash, which represents approximately $18.60 for each OMI Interest. OMI in turn transferred approximately $18.575 per Class B Interest held to each of the Class B Interest holders (representing the amount paid by Oncor Holdings to Investment LLC minus approximately $34,000 retained by Investment LLC for potential projected tax liability) in May 2018. Following this transfer, the holders of the Class B Interests were entitled to receive certain distributions related to certain allocable tax liabilities. As a result of the transfer of the OMI Interests to Oncor Holdings, Investment LLC no longer holds equity interests of Oncor. The Equity Interests Plan terminated in accordance with its terms in November 2018.

For a more detailed description of the Equity Interests Plan and the Management Investment Opportunity, refer to the narrative that follows the Grants of Plan-Based Awards – 2018 table.

Previous Long-Term Incentives - Stock Appreciation Rights Settlement

The O&C Committee adopted and implemented the SARs Plan in 2008. Between 2008 and 2011, the O&C Committee awarded SARs pursuant to the SARs Plan to certain employees of Oncor, including the Named Executive Officers. In 2012, all participants in the SARs Plan participated in an early exercise of all outstanding SARs issued under the SARs Plan (SARs Exercise Opportunity). As a result, all outstanding SARs under the SARs Plan were exercised and have been settled with participants, other than the accrual of interest on all dividends declared as of October 31, 2012 with respect to the SARs at the ten-year Treasury constant maturity rate increased by 100 basis points, as determined by Oncor and adjusted semi-annually, and no further dividend accruals. Due to the SARs Exercise Opportunity, we began to accrue interest for the Named Executive Officers on the following amounts of dividends: Mr. Shapard, $5,104,820; Mr. Nye, $250,649; Mr. Clevenger, $816,771; Mr. Davis, $816,771; Ms. Dennis, $816,771; Mr. Greer, $1,061,802 and Mr. Guyton

119

$816,771. The dividends and interest became payable upon consummation of the Sempra Acquisition, and were distributed to participants on May 4, 2018.

Deferred Compensation and Retirement Plans

Our executive compensation package includes the ability to participate in the Salary Deferral Program, the thrift plan, the Oncor Retirement Plan and the Supplemental Retirement Plan and for executives hired before January 1, 2002, subsidized retiree health care coverage. We believe that these programs, which are common among companies in the utility industry, are important to attract and retain qualified executives.

Salary Deferral Program

Oncor executive officers are eligible to participate in a Salary Deferral Program that allows employees to defer a portion of their salary and annual incentive award and to receive a matching award based on their salary deferrals. Executives can currently defer up to 50% of their base salary and up to 85% of any annual incentive award. At the executive officer’s option the deferral period can be set for seven years, until retirement or a combination of both. Oncor generally matches 100% of deferrals up to 8% of salary deferred under the program. Oncor does not match deferred annual incentive awards. Matching contributions vest at the earliest of seven years after the deferral date, retirement, death, disability or termination without cause following a change in control of Oncor (as defined in the Salary Deferral Program). The matching contributions of each of Messrs. Shapard, Davis and Guyton vested upon their retirements. The program encourages employee retention as, generally, participants who terminate their employment with us prior to the seven year vesting period forfeit our matching contribution to the program.

Additionally, Oncor, at the direction of the O&C Committee, can make additional discretionary contributions into a Salary Deferral Program participant’s account. Discretionary contributions made into a Salary Deferral Program participant’s account by Oncor vest as determined by the O&C Committee.

Participants in the Management Investment Opportunity were also given the option to fund any or all of their investment in Investment LLC using funds in their Salary Deferral Program accounts. The Salary Deferral Program is the record holder of Class B Interests purchased by executives using funds in their Salary Deferral Program accounts. For more information on the Class B Interests held by the Salary Deferral Program on behalf of Named Executive Officers, see “Compensation Elements – Long-Term Incentives – Previous Long-Term Incentives – Equity Interests Plan and Management Investment Opportunity.”

Refer to the narrative that follows the Nonqualified Deferred Compensation table below for a more detailed description of the Salary Deferral Program.

Thrift Plan

All eligible employees of Oncor may contribute a portion of their regular salary or wages to the thrift plan and Oncor matches a portion of an employee’s contributions. This matching contribution is 75% of the employee’s contribution up to the first 6% of the employee’s salary for employees covered under the traditional defined benefit component of the Oncor Retirement Plan, and 100% of the employee’s contribution up to 6% of the employee’s salary for employees covered under the cash balance component of the Oncor Retirement Plan. All matching contributions are invested in thrift plan investments as directed by the participant and are immediately vested.

Retirement Plan

All Oncor employees are eligible to participate in the Oncor Retirement Plan, which is qualified under applicable provisions of the Code. The Oncor Retirement Plan contains both a traditional defined benefit component and a cash balance component. Effective January 1, 2002, the defined benefit plan changed from a traditional final average pay design to a cash balance design. This change was made to better align the retirement program with competitive practices. All participants were extended an opportunity to remain in the traditional program component or transition to the cash balance component. Ms. Dennis and Messrs. Greer, Davis and Guyton elected to remain in the traditional program. All employees employed after January 1, 2002 who have completed one year of service with the company are eligible to participate only in the cash balance component. As a result, Messrs. Nye, Clevenger, and Shapard are covered only under the cash balance component. Mr. Henry, who joined the company in March 2018, will be eligible to participate in the cash

120

balance component upon completion of the required one year of service. For a more detailed description of the Oncor Retirement Plan, refer to the narrative that follows the Pension Benefits table and Footnote 10 to Financial Statements.

Supplemental Retirement Plan

Oncor executives participate in the Supplemental Retirement Plan. The Supplemental Retirement Plan provides for the payment of retirement benefits that:

Would otherwise be capped by the Code’s statutory limits for qualified retirement plans;

Include Executive Annual Incentive Plan awards in the definition of earnings (for participants in the traditional program component only); and/or

Oncor is obligated to pay under contractual arrangements.

For a more detailed description of the Supplemental Retirement Plan, please refer to the narrative that follows the Pension Benefits table below.

Retiree Health Care

Employees hired by Oncor (or EFH Corp’s predecessor) prior to January 1, 2002 are generally entitled to receive an employer-paid subsidy for retiree health care coverage upon their retirement from Oncor. As such, Ms. Dennis and Mr. Greer, will be entitled to receive a subsidy from Oncor for retiree health care coverage upon their retirement from Oncor. Mr. Davis and Mr. Guyton, who have already retired from Oncor and were hired prior to January 1, 2002, receive retiree health care coverage subsidy. Messrs. Nye, Clevenger, Henry and Shapard were hired (or rehired, in the case of Mr. Shapard) after January 1, 2002 and are not eligible for the employer subsidy.

Perquisites and Other Benefits

Perquisites provided to our executive officers are intended to serve as part of a competitive total compensation program and to enhance our executives’ ability to conduct company business. These benefits include financial planning, a preventive physical health exam, and reimbursements for certain business-related country club and/or luncheon club membership costs. Perquisites do not include personal use of company property or services for which we are reimbursed by the executive for the incremental cost to the company of personal use. For a more detailed description of the perquisites, refer to Footnote 3 in the Summary Compensation Table below.

The following is a summary of benefits offered to our executive officers that are not available to all employees:

Executive Financial Planning: All executive officers are eligible to receive executive financial planning services. These services are intended to support them in managing their financial affairs, which we consider especially important given the high level of time commitment and performance expectation required of our executives. Furthermore, these services help ensure greater accuracy and compliance with individual tax regulations.

Executive Physical Health Exam: All executive officers are also eligible to receive an annual physical examination. We recognize the importance of the health of our senior management team and the vital leadership role they play in directing and operating the company. The executive officers are important assets of the company and this benefit is designed to help ensure their health and long-term ability to serve our equity holders.

Country Club/Luncheon Club Membership: Certain executive officers are entitled to reimbursement of country club or luncheon club memberships if the company determines that a business need exists for the executive’s memberships, as such clubs provide those officers with a setting for cultivating business relationships and interaction with key community leaders and officials.

Split-Dollar Life Insurance: Split-dollar life insurance policies were purchased for eligible executives of Oncor. The eligibility provisions of this program were modified in 2003 so that no new participants were added after December 31, 2003. Currently, Ms. Dennis and Mr. Guyton are the only Named Executive Officers who participate, and who are eligible to participate, in the program. Individuals who first became eligible to participate in the Split-Dollar Life Insurance Program after October 15, 1996, vested in the insurance policies issued under the Split-Dollar Life Insurance Program over a six-year period. Oncor pays the premiums for the policies and has received a collateral assignment of the policies equal

121

in value to the sum of all of its insurance premium payments. Although the Split-Dollar Life Insurance Program is terminable at any time, it is designed so that if it is continued, Oncor will fully recover all of the insurance premium payments covered by the collateral assignments either upon the death of the participant or, if the assumptions made as to policy yield are realized, upon the later of 15 years of participation or the participant’s attainment of age 65. In 2007, the Split-Dollar Life Insurance Program was amended to freeze the death benefits at the then current level.

Travel Expenses: From time to time an executive’s spouse and/or children may accompany the executive on a business trip. We may pay for an executive officer's spouse to travel with the executive officer when taking a business trip, if their presence contributes to the business purpose. However, any incremental costs incurred by Oncor with respect to expenses for the executive’s children to accompany the executive must be fully reimbursed by the executive.

Additional Benefits: In addition to the benefits described above, Oncor offers its executive officers the ability to participate in benefit plans for medical, dental and vision insurance, group term life insurance and accidental death and disability, which are generally made available to all employees at the company.

Individual Named Executive Officer Compensation

Compensatory Agreements

Named Executive Officer Performance Bonus Agreements

On February 22, 2018, we entered into performance bonus agreements with each of Mr. Nye and Mr. Greer that were effective upon closing of the Sempra Acquisition and provide for a performance bonus opportunity to each executive for each of the 2018 and 2019 fiscal years. As each of Mr. Nye and Mr. Greer received promotions upon closing of the Sempra Acquisition, the O&C Committee determined that the performance bonus opportunities were necessary to bring each of their total direct compensation in line with compensation for each of their expanded roles and responsibilities, based on the 2017 peer group compensation analysis and competitive market study. The long-term incentive nature of the performance bonus agreements also provide significant value in retaining the executives and motivating them to help the company achieve certain performance goals. The performance bonus agreements provide that if the executive remains in the continuous employ of Oncor or an affiliate through the last day of each such fiscal year, the executive will be entitled to a performance bonus equal to an award amount multiplied by a performance bonus funding percentage. The performance bonus funding percentage is calculated based on a comparison of Oncor’s achieved net income for such fiscal year to the net income included in Oncor’s annual financial plan for such fiscal year approved by Oncor’s board of directors, subject to any adjustments approved by the O&C Committee. Under the terms of the performance bonus agreements, the performance bonus funding percentage shall equal 50% if the achieved net income is 80% of such fiscal year’s financial plan net income or 150% if the achieved net income is 120% of such fiscal year’s financial plan net income. The performance bonus funding percentage for achieved net income amounts between 80% and 120% of such fiscal year’s financial plan net income will be determined on a straight line interpolation basis. The O&C Committee will certify the final performance bonus funding percentage for each fiscal year and shall have the discretion to make any adjustments it deems necessary and advisable. Mr. Nye’s performance bonus agreements provides for an award amount of $1,610,000 for the 2018 fiscal year and $1,575,000 for the 2019 fiscal year. Mr. Greer’s performance bonus agreement provides for an award amount of $165,000 for the 2018 fiscal year and $135,000 for the 2019 fiscal year.

Under the terms of the performance bonus agreements, if the executive is employed by Oncor or an affiliate of Oncor on the last day of the 2018 or 2019 fiscal years, and his employment with Oncor or such affiliate terminates for any reason other than by Oncor or such affiliate for cause (as defined in the applicable performance bonus agreement) prior to the payment of the performance bonus for that fiscal year, the executive will be entitled to receive any earned performance bonus at the same time it would have been paid if the executive had remained an employee. If the executive is terminated for cause, or ceases employment with Oncor or such affiliate for reasons other than death, disability, retirement or a termination following a change in control, all of his outstanding and unpaid performance bonuses will be forfeited. In the event of a separation from service due to death, disability or retirement (other than a retirement that is also a termination following a change in control), the executive shall be entitled to, for each outstanding and unpaid performance bonus, payment of an amount equal to the product of (i) a fraction, the numerator of which is the number of days in the fiscal year in which the separation of service occurs, up to and including the date of the executive’s separation from service, and the denominator of which is 365; and (ii) the performance bonus amount that would be payable for that fiscal year based on Oncor’s performance bonus funding percentage for that fiscal year. In the event of a termination following a change in control, the executive shall be entitled to, for each outstanding and unpaid performance bonus, payment within 60 days

122

following his separation from service, an amount equal to (i) a fraction, the numerator of which is the number of days in the fiscal year in which the separation of service occurs, up to and including the date of the executive’s separation from service, and the denominator of which is 365; and (ii) the performance bonus amount that would be payable for that fiscal year based on Oncor’s achievement of the financial plan net income for that year.

In February 2018, our board of directors approved our entrance into certain letter agreements with each of our current executive officers, other than Mr. Nye, who declined the opportunity, regarding the potential payment of certain benefits in the event of certain terminations of employment in connection with the closing of the Sempra Acquisition.

Letter Agreements

In August 2017, Oncor and Oncor Holdings entered into a letter agreement with Sempra and one of its wholly-owned subsidiaries (Sempra Letter Agreement). The Sempra Letter Agreement set forth certain rights and obligations of the parties and described certain corporate actions Oncor and Oncor Holdings would take in connection with the merger contemplated by the Sempra Merger Agreement, as well as conditions to Oncor’s and Oncor Holdings’ obligations to take those actions. The Sempra Letter Agreement provided that, for Oncor’s executive officers, the Sempra Acquisition would constitute a change in control or change of control under Oncor’s existing benefit plans and policies. The Sempra Letter Agreement also provided that if any executive officer chose to retire from or terminate his or her service with Oncor in connection with the closing of the Sempra Acquisition and notified Sempra of that choice within three months following the closing of the Sempra Acquisition, the executive would be paid any and all benefits (including change in control benefits) to which the executive officer would be entitled in connection with his or her retirement or termination, treating the retirement or termination as a resignation with “good reason,” a termination “without cause,” or a retirement under the relevant Oncor benefit plan. For more information regarding the Sempra Acquisition, see “Business and Properties ― EFH Bankruptcy Proceedings and Sempra Acquisition.”

In February 2018, our board of directors, upon the recommendation of the O&C Committee, approved our entrance into letter agreements with each of our executive officers at the time, other than Mr. Nye, who declined the opportunity to enter into such a letter agreement. The letter agreements memorialize Sempra’s commitments under the Sempra Letter Agreement with respect to executives who choose to retire from or terminate their service with Oncor in connection with the closing of the Sempra Acquisition. We believe the letter agreements provided significant retentive value by motivating our executives to continue to serve in light of the expected change in control. The letter agreements provide that for each executive who terminates employment with Oncor at any time during a stated protection period for any reason other than a termination by Oncor for cause (as defined in each benefit plan applicable to the executive), the executive will be entitled to any and all benefits to which the executive would be entitled to under each employee benefit plan in which the executive participates, including change in control benefits, with the amount of such benefits being based on the termination event that would result in the payment of the most favorable benefits to the executive. These letter agreements were effective upon closing of the Sempra Acquisition. The protection period under these letter agreements is twenty-four months from the date of the closing of the Sempra Acquisition for Mr. Davis and three months from the date of closing of the Sempra Acquisition for each other executive who chose to enter into such a letter agreement. Each of our Named Executive Officers, other than Mr. Nye (who declined the opportunity to enter into such a letter agreement) and Mr. Henry (who was not an employee until after the Sempra Acquisition), entered into such a letter agreement effective March 8, 2018.

Effective upon the closing of the Sempra Acquisition, Mr. Shapard resigned from the office of Chief Executive and notified Oncor and Sempra of his intent to retire April 1, 2018. Mr. Guyton resigned from the office of Chief Customer Officer effective upon the closing of the Sempra Acquisition and notified Oncor and Sempra of his intent to retire July 1, 2018. On December 14, 2018, Mr. Davis delivered a letter indicating his intent to resign and retire as Executive Vice President, Strategy and Planning, effective December 31, 2018. As a result of the letter agreements and each executive’s delivery of notice of his resignation/retirement prior to the end of the protection period in his letter agreement, each of Messrs. Shapard, Guyton and Davis were entitled to termination benefits under each benefit plan in which he participated that would result in the payment of the most favorable benefits to the executive.

Retention Agreement

In January 2018, we entered into a retention agreement with Mr. Henry in connection with our offer of employment to him to serve as Oncor’s Senior Vice President, General Counsel and Secretary upon closing of the Sempra Acquisition. We believe the retention agreement, which was approved by the O&C Committee, was necessary to induce him to join the company and offer him a market competitive compensation package (targeting around the 50th percentile of the 2017

123

competitive market study) that addresses the fact that as a new hire he would not receive long-term incentive award payments under the Long-Term Incentive Plan until 2021 (for the 2018-2020 performance period) and would not be eligible for an Executive Annual Incentive Plan annual incentive until 2019 (for the 2018 plan year). The retention agreement serves to reinforce and encourage Mr. Henry’s dedication to us as a member of the executive management team and to assure that we will retain his services in the key role of overseeing all of Oncor’s legal, regulatory and legislative efforts. The retention agreement provided for a first retention bonus in the amount of (A) (i) $334,750, multiplied by the Executive Annual Incentive Plan scorecard results for 2017 (95.8%), plus (ii) $758,080 multiplied by the 2015-2017 performance period Long-Term Incentive Plan scorecard results (103.6%), multiplied by (B) the number of days between the first day of Mr. Henry’s employment and December 31, 2018 (291), divided by (C) 306. Pursuant to the terms of the retention agreement, in March 2018, Mr. Henry received $1,051,843 pursuant to the Retention Agreement, representing the first retention bonus. The agreement further provides for the payment of future retention bonuses equal to $758,080 multiplied by the approved Long-Term Incentive Plan scorecard results for each of the 2016-2018 and 2017-2019 performance periods, payable on March 1, 2019 and March 1, 2020 respectively, contingent upon Mr. Henry’s continued employment and satisfactory performance of his job duties as directed by Oncor. The retention agreement provides that in the event Mr. Henry’s employment is terminated by Oncor prior to March 1, 2020 for cause, or Mr. Henry terminates without good reason, all unpaid retention bonuses shall be immediately forfeited. In the event of a termination of employment by Oncor without cause, or Mr. Henry’s termination for good reason, any unpaid retention bonuses shall immediately vest and be payable on a pro-rata basis calculated in accordance with the Long-Term Incentive Plan.

CEO Compensation

E. Allen Nye, Jr.

Mr. Nye became our Chief Executive on March 9, 2018, upon closing of the Sempra Acquisition. Prior to that date he served as our Senior Vice President, General Counsel and Secretary. The following is a summary of Mr. Nye’s individual compensation for 2018.

Base Salary: Mr. Nye’s base salary as Senior Vice President, General Counsel and Secretary was $536,000. Effective March 11, 2018 (the start of the first pay period following the Sempra Acquisition), Mr. Nye’s salary was increased to $850,000 as a result of his promotion to CEO. Effective November 26, 2018, Mr. Nye’s salary was increased by the O&C Committee to $927,000 as a result of the O&C Committee’s annual review of executive compensation discussed above under “-Market Data – 2018 Survey and Peer Group.”

Annual Incentives: In 2019, the O&C Committee awarded Mr. Nye $818,138 pursuant to the Executive Annual Incentive Plan, reflecting the result of Oncor’s 2018 performance, as well as the O&C Committee’s review of Mr. Nye’s overall leadership of the company following closing of the Sempra Acquisition and his performance overseeing all legal, regulatory and governmental affairs matters affecting Oncor prior to assuming the position of CEO. For more detailed information on the calculation of Executive Annual Incentive Awards, see “— Compensation Elements — Executive Annual Incentive Plan” above and the Grants of Plan-Based Awards – 2018 table and related narrative.

Long-Term Incentives: In 2018, Mr. Nye was granted a Long-Term Incentive Plan target award of $2,339,200 for the performance period of January 1, 2018 through December 31, 2020. Actual awards will be based on the Company’s achievement of approved performance goals and are payable on or before April 1, 2021. In February 2019, the O&C Committee certified the results of performance goals for Long-Term Incentive Plan awards granted in 2016 for the January 1, 2016 – December 31, 2018 performance period. Mr. Nye’s Long-Term Incentive Plan award for the 2016-2018 performance period is $770,172 and will be paid on or before April 1, 2019. See “—Long-Term Incentives — Long-Term Incentive Plan” above and the Grants of Plan-Based Awards-2018 table and related narrative for additional information on the Long-Term Incentive Plan and target awards.

Performance Bonus Agreement: In 2019, the O&C Committee awarded Mr. Nye $1,880,480 pursuant to the Performance Bonus Agreement, reflecting the results of Oncor’s 2018 achievement of net income. For more detailed information on the calculation of Performance Bonus Agreement awards, see “—Compensatory Agreements — Named Executive Officer Performance Bonus Agreements” above and related narrative.

124

Robert S. Shapard

Mr. Shapard served as our Chief Executive until the March 9, 2018 closing of the Sempra Acquisition. Mr. Shapard resigned from the office of CEO effective March 9, 2018 and retired from Oncor effective April 1, 2018. In addition, upon the closing of the Sempra Acquisition, Mr. Shapard assumed the role of chairman of our board of directors. The following is a summary of Mr. Shapard’s individual compensation for 2018.

Base Salary: Mr. Shapard’s base salary was $929,000 at the time of his April 1, 2018 retirement from the Company.

Annual Incentive: In 2019, the O&C Committee awarded Mr. Shapard $244,908 pursuant to the Executive Annual Incentive Plan, reflecting the result of Oncor’s 2018 performance. For more detailed information on the calculation of Executive Annual Incentive Awards, see “—Compensation Elements — Executive Annual Incentive Plan” above and the Grants of Plan-Based Awards – 2018 table and related narrative.

Long-Term Incentives: In 2018, Mr. Shapard was granted a Long-Term Incentive Plan target award of $2,556,608 for the performance period of January 1, 2018 through December 31, 2020. In April 2018, he received pro-rata payment of his 2016 ($1,772,976), 2017 ($1,033,727) and 2018 ($212,273) long-term incentive awards pursuant to the termination upon change in control provisions of the Long-Term Incentive Plan and the letter agreement he entered into with us in March 2018 . See “—Compensation Elements —Long-Term Incentives — Long-Term Incentive Plan” and “—Compensatory Agreements — Letter Agreements” above and the Grants of Plan-Based Awards-2018 table and related narrative for additional information on the Long-Term Incentive Plan and the pro-rata awards.

Change in Control Policy Severance Payments: Mr. Shapard received $5,671,246 in 2018 pursuant to the Change in Control Policy, consisting of a cash severance payment of $5,434,650, an amount equal to a pro-rated annual target bonus of $220,638, and $15,958 representing the monthly difference between the applicable employee rate for health care coverage and the COBRA rate paid by him. For more information regarding Mr. Shapard’s payments upon his retirement from Oncor, please see “—Compensatory Agreements —Letter Agreements” above and his table under “– Potential Payments upon Termination or Change in Control” below and the accompanying narrative following such tables.

Chairman of the Board Director Fees: Mr. Shapard served as a member of our board of directors for all of 2018, assuming the role of chairman of the board of directors effective upon the March 9, 2018 closing of the Sempra Acquisition. Effective for the quarterly periods beginning April 1, 2018, Mr. Shapard received an aggregate of $375,000 in director fees, consisting of the following, paid quarterly in arrears: $56,250 per quarter (of which $3,375 was attributable to his service as a member of the board of directors of Oncor Holdings and reimbursed by Oncor Holdings to Oncor) and $68,750 for serving as non-executive Chairman of our board of directors (of which $4,125 was attributable to his service as the non-executive Chairman of the board of Oncor Holdings and reimbursed by Oncor Holdings to Oncor). Mr. Shapard did not receive fees related to his service on our (or Oncor Holdings) board of directors for periods prior to the quarter beginning April 1, 2018.

Compensation of Other Named Executive Officers

Don J. Clevenger

Mr. Clevenger became our Senior Vice President and Chief Financial Officer on March 9, 2018, upon closing of the Sempra Acquisition. Prior to that date he served as our Senior Vice President, Strategy and Planning. The following is a summary of Mr. Clevenger’s individual compensation for 2018.

Base Salary: Mr. Clevenger’s base salary was increased from $477,000 to $491,000 effective March 11, 2018 (the start of the first pay period following the Sempra Acquisition) reflecting his role change upon closing of the Sempra Acquisition and the O&C Committee’s review of his compensation compared to the 2017 competitive market information for his comparable office, as discussed above under “-Market Data – 2017 Survey and Peer Group.” Mr. Clevenger’s base salary was later increased effective November 26, 2018 from $491,000 to $511,000 as a result of the O&C Committee’s annual review of executive compensation discussed above under “-Market Data – 2018 Survey and Peer Group.”

Annual Incentive: In 2019, the O&C Committee awarded Mr. Clevenger $353,775 pursuant to the Executive Annual Incentive Plan, reflecting the result of Oncor’s 2018 performance, as well as Mr. Clevenger’s individual performance in 2018. The O&C Committee and the CEO evaluated his management of the company’s financial systems, operations and

125

initiatives, including the maintenance of planning, budgeting accounting, and treasury functions and his management of the liquidity of Oncor’s maintenance and construction programs. For more detailed information on the calculation of Executive Annual Incentive Awards, see “—Compensation Elements — Executive Annual Incentive Plan” above and the Grants of Plan-Based Awards – 2018 table and related narrative.

Long-Term Incentives: In 2018, Mr. Clevenger was granted a Long-Term Incentive Plan target award of $722,752 for the performance period of January 1, 2018 through December 31, 2020. Actual awards will be based on the Company’s achievement of approved performance goals and are payable on or before April 1, 2021. In February 2019, the O&C Committee certified the results of performance goals for Long-Term Incentive Plan awards granted in 2016 for the January 1, 2016 – December 31, 2018 performance period. Mr. Clevenger’s Long-Term Incentive Plan award for the 2016-2018 performance period is $686,154 and will be paid on or before April 1, 2019. See “—Long-Term Incentives — Long-Term Incentive Plan” above and the Grants of Plan-Based Awards-2018 table and related narrative for additional information on the Long-Term Incentive Plan and target awards.

Deborah L. Dennis

On March 9, 2018, upon closing of the Sempra Acquisition, Ms. Dennis added the office of Chief Customer Officer in addition to serving as our Senior Vice President, Human Resources & Corporate Affairs. The following is a summary of Ms. Dennis’ individual compensation for 2018.

Base Salary: Ms. Dennis’ base salary as Senior Vice President, Human Resources & Corporate Affairs and Chief Customer Officer was increased from $342,000 to $366,000 effective March 11, 2018 (the beginning of the first pay period after the closing of the Sempra Acquisition) reflecting her addition of the role of Chief Customer Officer to her duties and the O&C Committee’s review of her compensation compared to the 2017 competitive market information for her comparable offices, as discussed above under “-Market Data – 2017 Survey and Peer Group.” Ms. Dennis’s base salary was later increased from $366,000 to $381,000 effective November 26, 2018 as a result of the O&C Committee’s annual review of executive compensation discussed above under “-Market Data – 2018 Survey and Peer Group.”

Annual Incentive: In 2019, the O&C Committee awarded Ms. Dennis $262,084 pursuant to the Executive Annual Incentive Plan, reflecting the result of Oncor’s 2018 performance, as well as Ms. Dennis’ individual performance in 2018. The O&C Committee and the CEO evaluated her performance in overseeing employee relations, employee benefit matters, labor matters, corporate and community involvement, and customer related matters. For more detailed information on the calculation of Executive Annual Incentive Awards, see “—Compensation Elements — Executive Annual Incentive Plan” above and the Grants of Plan-Based Awards – 2018 table and related narrative.

Long-Term Incentives: In 2018, Ms. Dennis was granted a Long-Term Incentive Plan target award of $327,936 for the performance period of January 1, 2018 through December 31, 2020. Actual awards will be based on the Company’s achievement of approved performance goals and are payable on or before April 1, 2021. In February 2019, the O&C Committee certified the results of performance goals for Long-Term Incentive Plan awards granted in 2016 for the January 1, 2016 – December 31, 2018 performance period. Ms. Dennis’ Long-Term Incentive Plan award for the 2016-2018 performance period is $299,725 and will be paid on or before April 1, 2019. See “—Long-Term Incentives — Long-Term Incentive Plan” above and the Grants of Plan-Based Awards-2018 table and related narrative for additional information on the Long-Term Incentive Plan and target awards.

James A. Greer

On March 9, 2018, upon closing of the Sempra Acquisition, Mr. Greer was promoted from Senior Vice President and Chief Operating Officer to Executive Vice President and Chief Operating Officer. The following is a summary of Mr. Greer’s individual compensation for 2018.

Base Salary: Mr. Greer’s base salary as Senior Vice President and Chief Operating Officer was increased from $495,000 to $525,000 effective March 11, 2018 (the beginning of the first pay period after the closing of the Sempra Acquisition) reflecting his promotion from Senior Vice President to Executive Vice President and the O&C Committee’s review of his compensation compared to the 2017 competitive market information for his comparable office, as discussed above under “-Market Data – 2017 Survey and Peer Group.” Mr. Greer’s base salary was later increased from $525,000 to $546,000 effective November 26, 2018 as a result of the O&C Committee’s annual review of executive compensation discussed above under “-Market Data – 2018 Survey and Peer Group”.

126

Annual Incentive: In 2019, the O&C Committee awarded Mr. Greer $376,441 pursuant to the Executive Annual Incentive Plan, reflecting the result of Oncor’s 2018 performance, as well as Mr. Greer’s individual performance in 2018 overseeing the complex operations of Oncor’s entire transmission and distribution system, one of the largest such systems in the country. For more detailed information on the calculation of Executive Annual Incentive Awards, see “—Compensation Elements — Executive Annual Incentive Plan” above and the Grants of Plan-Based Awards – 2018 table and related narrative.

Long-Term Incentives: In 2018, Mr. Greer was granted a Long-Term Incentive Plan target award of $840,000 for the performance period of January 1, 2018 through December 31, 2020. Actual awards will be based on the Company’s achievement of approved performance goals and are payable on or before April 1, 2021. In February 2019, the O&C Committee certified the results of performance goals for Long-Term Incentive Plan awards granted in 2016 for the January 1, 2016 – December 31, 2018 performance period. Mr. Greer’s Long-Term Incentive Plan award for the 2016-2018 performance period is $712,604 and will be paid on or before April 1, 2019. See “—Long-Term Incentives — Long-Term Incentive Plan” above and the Grants of Plan-Based Awards-2018 table and related narrative for additional information on the Long-Term Incentive Plan and target awards.

Performance Bonus Agreement: In 2019, the O&C Committee awarded Mr. Greer $192,720 pursuant to the Performance Bonus Agreement. For more detailed information on Mr. Greer’s performance bonus agreement, see “— Compensatory Agreements —Named Executive Officer Performance Bonus Agreements” above and related narrative.

Matthew C. Henry

Mr. Henry joined Oncor as Senior Vice President, General Counsel and Secretary on March 16, 2018. The following is a summary of Mr. Henry’s individual compensation for 2018.

Base Salary: Mr. Henry joined Oncor March 16, 2018 as Senior Vice President, General Counsel and Secretary, with a base salary of $515,000, which was determined by the O&C Committee based on its review of the 2017 competitive market information for his comparable office, as discussed above under “-Market Data – 2017 Survey and Peer Group.” Mr. Henry’s base salary was later increased from $515,000 to $536,000 effective November 26, 2018 as a result of the O&C Committee’s annual review of executive compensation discussed above under “-Market Data – 2018 Survey and Peer Group.”

Annual Incentive: In 2019, the O&C Committee awarded Mr. Henry $279,942 pursuant to the Executive Annual Incentive Plan, reflecting the result of Oncor’s 2018 performance, as well as Mr. Henry’s individual performance in 2018 overseeing all legal, regulatory and governmental affairs matters affecting Oncor. For more detailed information on the calculation of Executive Annual Incentive Awards, see “—Compensation Elements — Executive Annual Incentive Plan” above and the Grants of Plan-Based Awards –2018 table and related narrative.

Long-Term Incentives: In 2018, Mr. Henry was granted a Long-Term Incentive Plan target award of $758,080 for the performance period of January 1, 2018 through December 31, 2020. Actual awards will be based on Oncor’s achievement of approved performance goals and are payable on or before April 1, 2021. See “—Long-Term Incentives — Long-Term Incentive Plan” above and the Grants of Plan-Based Awards-2018 table and related narrative for additional information on the Long-Term Incentive Plan and target awards.

Retention Agreement: In 2018, Mr. Henry was paid $1,051,843 pursuant to the Retention Agreement, representing the first retention bonus payable under the agreement. See “—Compensatory Agreements – Retention Agreements” above for more information regarding Mr. Henry’s retention agreement.

David M. Davis

Mr. Davis served as our Senior Vice President and Chief Financial Officer until the March 9, 2018 closing of the Sempra Acquisition, at which time he became Executive Vice President, Strategy and Planning. Mr. Davis retired and resigned as Executive Vice President – Strategy and Planning effective December 31, 2018. The following is a summary of Mr. Davis’ individual compensation for 2018.

Base Salary: Mr. Davis’ base salary was $495,000 until the time of his retirement from the company effective on December 31, 2018.

127

Annual Incentive: In 2019, the O&C Committee awarded Mr. Davis $357,143 pursuant to the Executive Annual Incentive Plan, reflecting the result of Oncor’s 2018 performance, as well as Mr. Davis’s individual performance in 2018. Specifically, the O&C Committee and the CEO considered his involvement in the EFH Bankruptcy Proceedings and the proposed transactions relating to the acquisition of Oncor in those proceedings. The O&C Committee and the CEO evaluated his performance overseeing the development of strategies, policies and plans for optimizing the value and performance of our electric delivery systems and related assets. For more detailed information on the calculation of Executive Annual Incentive Awards, see “—Compensation Elements — Executive Annual Incentive Plan” above and the Grants of Plan-Based Awards – 2018 table and related narrative.

Long-Term Incentives: In 2018, Mr. Davis was granted a Long-Term Incentive Plan target award of $728,640 for the performance period of January 1, 2018 through December 31, 2020. In January 2019, he received pro-rata payment of his 2017 ($472,021) and 2018 ($242,658) long-term incentive awards pursuant to the termination upon change in control provisions of the Long-Term Incentive Plan and the letter agreement he entered into with us in March 2018. See “—Compensation Elements —Long-Term Incentives — Long-Term Incentive Plan” and “—Compensatory Agreements —Letter Agreements.” In February 2019, the O&C Committee certified the results of performance goals for Long-Term Incentive Plan awards granted in 2016 for the January 1, 2016 – December 31, 2018 performance period. Mr. Davis’s Long-Term Incentive Plan award for the 2016-2018 performance period is $712,604 and will be paid on or before April 1, 2019. See “—Long-Term Incentives — Long-Term Incentive Plan” above and the Grants of Plan-Based Awards-2018 table and related narrative for additional information on the Long-Term Incentive Plan and target awards.

Change in Control Policy Severance Payments: Mr. Davis received $2,772,000 in 2019 pursuant to the Change in Control Policy with respect to his retirement from Oncor effective December 31, 2018, consisting of a cash severance payment of $2,450,250 and an amount equal to a prorated annual target bonus of $321,750. For 18 months Mr. Davis is also eligible to receive the monthly difference between the applicable employee rate for health care coverage and the COBRA rate paid by him. For more information regarding Mr. Davis’s payments upon his retirement from Oncor, please see “—Compensatory Agreements —Letter Agreements” above and his table under “– Potential Payments upon Termination or Change in Control” below and the accompanying narrative following those tables.

Michael E. Guyton

Mr. Guyton served as our Senior Vice President and Chief Customer Officer until the March 9, 2018 closing of the Sempra Acquisition, at which time he resigned from the role of Chief Customer Officer. He continued to serve as Senior Vice President until his retirement on July 1, 2018. The following is a summary of Mr. Guyton’s individual compensation for 2018.

Base Salary: Mr. Guyton’s base salary was $323,000 as Chief Customer Officer until March 9, 2018 and as Senior Vice President until the time of his July 1, 2018 retirement from the company.

Annual Incentive: In 2019, the O&C Committee awarded Mr. Guyton $89,633 pursuant to the Executive Annual Incentive Plan, reflecting the result of Oncor’s 2018 performance. For more detailed information on the calculation of Executive Annual Incentive Awards, see “—Compensation Elements — Executive Annual Incentive Plan” above and the Grants of Plan-Based Awards – 2018 table and related narrative.

Long-Term Incentives: In 2018, Mr. Guyton was granted a Long-Term Incentive Plan target award of $289,408 for the performance period of January 1, 2018 through December 31, 2020. Upon Mr. Guyton’s retirement, he received a pro-rata payment of his 2016 ($223,172), 2017 ($140,544) and 2018 ($48,059) awards per the letter agreement he entered into with us in March 2018. See “—Compensation Elements —Long-Term Incentives — Long-Term Incentive Plan,” “—Compensatory Agreements —Letter Agreements” and the Grants of Plan-Based Awards-2018 table and related narrative for additional information on the Long-Term Incentive Plan and target awards.

Change in Control Policy Severance Payments: Mr. Guyton received $1,053,302 in 2018 pursuant to the Change in Control Policy, consisting of a cash severance payment of $969,000, an amount equal to a prorated annual target bonus of $80,750, and $3,552 representing the monthly difference between the applicable employee rate for health care coverage and the COBRA rate paid by him. For more information regarding Mr. Guyton’s payments upon his retirement from Oncor, please see “—Compensatory Agreements —Letter Agreements” above and his table under “ – Potential Payments upon Termination or Change in Control” below and the accompanying narrative following those tables.

128

Contingent Payments

Change in Control Policy

Oncor makes available the Change in Control Policy for its eligible executives. The purpose of the Change in Control Policy is to provide the payment of transition benefits to eligible executives if:

Their employment with the company or a successor is terminated within twenty-four months following a change in control of the company; and

They:

are terminated without cause, or

resign for good reason.

The terms “change in control,” “without cause” and “good reason” are defined in the Change in Control Policy. The Sempra Letter Agreement provides that the Sempra Acquisition would constitute a change in control under the Change in Control Policy and also contemplates payment of benefits in the event of certain executive officer retirements or resignations following consummation of the Sempra Acquisition. See “— Impact of Sempra Acquisition on Executive Officers Letter Agreements” for more information.

We believe these payments, to be triggered upon meeting the criteria above, provide incentive for executives to fully consider potential changes that are in the best interest of Oncor and our equity holders, even if those changes would result in the executives’ termination. We also believe it is important to have a competitive change in control program to attract and retain the caliber of executives that our business requires and to foster an environment of relative security within which we believe our executives will be able to focus on achieving company goals.

Refer to “Potential Payments upon Termination or Change in Control—Change in Control Policy” for detailed information about payments and benefits that our executive officers are eligible to receive under the Change in Control Policy.

As described above under “Individual Named Executive Officer Compensation – Compensatory Agreements – Letter Agreement,” the Sempra Letter Agreement provided that, for Oncor’s executive officers, the Sempra Acquisition would constitute a change in control or change of control under Oncor’s existing benefit plans and policies. In addition, certain of our executives entered into letter agreements in connection with the Sempra Acquisition that provided for the payment of the most favorable benefits under each plan in which the executive participated in the event of the executive’s termination of employment within a certain period of time after the Sempra Acquisition. As a result of these agreements, Messrs. Shapard, Davis and Guyton were each entitled to certain change in control severance payments and certain payments under the benefit plans in which they participated, as disclosed in the Summary Compensation Table.

Severance Plan

Oncor also makes available a Severance Plan (Severance Plan) to provide certain benefits to eligible executives. The purpose of the Severance Plan is to provide benefits to eligible executives who are not eligible for severance pursuant to another plan or agreement (including an employment agreement) and whose employment is involuntarily terminated for reasons other than:

Cause (as defined in the Severance Plan);

Disability of the employee, if the employee is a participant in our long-term disability plan; or

A transaction involving the company or any of its affiliates in which the employee is offered employment with a company involved in, or related to, the transaction.

We believe it is important to have a severance plan in place to attract and retain the caliber of executives that our business requires and to foster an environment of relative security within which we believe our executives will be able to focus on achieving company goals. Refer to “Potential Payments upon Termination or Change in Control” for detailed information about payments and benefits that our executive officers are eligible to receive under the Severance Plan.

129

Accounting and Tax Considerations

The O&C Committee administers our executive compensation programs with the good faith intention of complying with the Code, including Section 409A, as well as other applicable regulations and accounting rules.

Accounting Considerations

Based on accounting guidance for compensation arrangements, no compensation expense was recognized with respect to Class B Interests issued pursuant to the Management Investment Opportunity as the units were purchased by participants for fair value. Upon consummation of the Sempra Acquisition, interests in the Management Investment Opportunity were distributed to participants on May 4, 2018.

Under the SARs Plan and related 2012 SARs Exercise Opportunity, while the SARs were outstanding, amounts equal to dividends that were paid in respect of Oncor membership interests were credited to the SARs holder’s account as if the SARs were units of Oncor, payable upon the earliest to occur of death, disability, separation from service, unforeseeable emergency or a change in control. As payments under the dividend provision were not contingent upon a future liquidity event, the liability related to the declared dividends was accrued as vested. For accounting purposes, the liability was discounted based on an employee’s expected retirement date. Upon consummation of the Sempra Acquisition we recognized $4 million in expense related to SARs dividends and interest and then distributed to participants the entire $15 million liability on April 30, 2018.

Income Tax Considerations

Section 162(m) of the Code limits the tax deductibility by a publicly held company of compensation in excess of $1 million paid to certain of its executive officers. Historically, compensation that qualifies as “performance-based compensation” under Section 162(m) of the Code could be excluded from this $1 million limit, but the TCJA repealed this exception, effective for taxable years beginning after December 31, 2017, unless certain transition relief for certain compensation arrangements in place as of November 2, 2017 is available. However, because we are a privately-held limited liability company treated for tax purposes as a partnership, Section 162(m) did not apply to us prior to the TCJA, and we believe it continues to not apply to us following the effectiveness of the TCJA. As a result, we continue to expect that Section 162(m) of the Code will not disallow a federal income tax deduction for compensation in excess of $1 million paid to our executive officers (and certain former executive officers). In any event, the O&C Committee retains discretion to authorize payment of compensation that may not be fully tax deductible when it believes this would be in the best interest of Oncor.

The information contained herein under the heading “Organization and Compensation Committee Report” is not to be deemed to be “soliciting material” or “filed” with the SEC pursuant to Section 407(e)(5)of SEC Regulation S-K.

Organization and Compensation Committee Report

The Organization and Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Form 10-K. Based on such review and discussions, the committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Form 10-K.

Organization and Compensation Committee

Richard W. Wortham III, Chair

Thomas M. Dunning

Tania Ortiz

Steven J. Zucchet

Compensation Committee Interlocks and Insider Participation

Two of our O&C Committee members, Mr. Zucchet and Ms. Ortiz, are not classified as disinterested directors under the standards set forth in the Limited Liability Company Agreement. Mr. Zucchet is employed by OMERS Infrastructure Management Inc., a beneficial owner of Texas Transmission, and serves as an officer and director of Texas Transmission’s parent company. Mr. Zucchet was appointed to the board of directors by Texas Transmission. Ms. Ortiz is the Chief

130

Executive Officer of Infraestructura Energetica Nova, S.A.B. de C.V. (IEnova), an entity which is indirectly majority owned by Sempra, and was appointed to the board of directors by Sempra (through Oncor Holdings). Ms. Ortiz was appointed to our board of directors and the O&C Committee in July 2018, replacing Debra L. Reed, a former executive officer of Sempra who was appointed to our board of directors by Sempra (through Oncor Holdings) upon closing of the Sempra Acquisition on March 9, 2018 and served on our board of directors and the O&C Committee until July 2018.

Prior to the Sempra Acquisition closing on March 9, 2018, Thomas Ferguson served on our board of directors and as a member of the O&C Committee. Mr. Ferguson is a managing director of Goldman, Sachs, & Co., a member of the Sponsor Group, and prior to the closing of the Sempra Acquisition, also served on the board of EFH Corp. and the board of managers of EFIH. Mr. Ferguson was appointed to our board of directors by Oncor Holdings at the direction of EFIH. Mr. Ferguson ceased to be a member of the O&C Committee on March 9, 2018 upon the closing of the Sempra Acquisition. For a description of the ability of Sempra (through Oncor Holdings) and Texas Transmission to appoint directors, see “Directors, Executive Officers and Corporate Governance – Director – Director Appointments.” For a description of Oncor related-party transactions involving the Sponsor Group, STH and Texas Transmission, see “Certain Relationships and Related Transactions, and Director Independence.”

No member of the O&C Committee is or has ever been one of our officers or employees. Mr. Nye, our CEO, was elected to the board of directors of IEnova in January 2019. No other interlocking relationship exists between our executive officers and the board of directors or compensation committee of any other company.

131

Summary Compensation Table

The following table provides information, for the fiscal years ended December 31, 2018, 2017 and 2016 regarding the aggregate compensation paid to our Named Executive Officers.


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(3)	All Other Compensation ($)(4)	Total ($)

E. Allen Nye, Jr. (5)
Chief Executive	2018	791,000	1,880,480	1,588,310	10,062	104,677	4,374,529
	2017	521,333	-	985,039	62,930	94,200	1,663,502
	2016	497,083	300,000	1,075,869	73,573	88,382	2,034,907
Don J. Clevenger (6)
Senior Vice President &	2018	489,750	-	1,039,929	13,044	76,745	1,619,468
Chief Financial Officer	2017	464,167	-	876,673	45,846	93,565	1,480,251
	2016	442,833	-	892,943	58,433	90,590	1,484,799
Deborah L. Dennis(7)
Senior Vice President,	2018	362,250	-	561,359	1,574	80,814	1,005,997
Human Resources &	2017	332,833	-	437,357	487,517	90,292	1,347,999
Corporate Affairs and	2016	317,333	-	434,995	490,228	86,486	1,329,042
Chief Customer Officer
James A. Greer (8)
Executive Vice President	2018	520,500	192,720	1,089,045	27,320	78,611	1,908,196
and Chief Operating	2017	482,167	-	910,701	885,118	98,507	2,376,493
Officer	2016	459,917	-	927,646	738,775	93,407	2,219,745
Matthew C. Henry(9)
Senior Vice President,	2018	400,875	1,051,843	279,942	-	49,817	1,782,477
General Counsel &
Secretary
Robert S. Shapard(10)
Former Chief Executive	2018	248,379	-	244,908	74,552	6,118,792	6,686,631
	2017	904,250	-	2,953,941	146,557	286,213	4,290,961
	2016	862,583	-	3,148,034	168,895	268,422	4,447,934
David M. Davis(11)
Former Executive Vice	2018	495,000	-	1,069,747	192,680	73,522	1,830,949
President, Strategy &	2017	482,167	-	910,701	838,110	94,003	2,324,981
Planning, and Former	2016	459,917	-	975,201	663,362	88,818	2,187,298
Senior Vice President &
Chief Financial Officer
Michael E. Guyton(12)
Former Senior Vice	2018	166,394	-	89,633	154,449	1,099,103	1,509,579
President and Former	2017	314,750	-	382,173	509,020	87,734	1,293,677
Chief Customer Officer	2016	300,250	-	394,240	450,370	86,055	,230,915

______________

(1)

Amounts reported as “Bonus” for Messrs. Nye and Greer for 2018 represent amounts paid pursuant to their performance bonus agreements. For more information on the performance bonus agreements, see “– Compensation Discussion and Analysis – Individual Named Executive Officer Compensation – Compensatory Agreements – Named Executive Officer Performance Bonus Agreements.” Amounts reported as “Bonus” for Mr. Henry for 2018 represent the amount paid pursuant to his retention agreement. For more information on his retention agreement, see “– Compensation Discussion and Analysis – Individual Named Executive Officer Compensation – Compensatory Agreements – Retention Agreement.”

(2)

Amounts reported as “Non-Equity Incentive Plan Compensation” were earned by the executive in the respective year and represent amounts related to awards for such years pursuant to the Executive Annual Incentive Plan and the Long-Term Incentive Plan. Awards under the Executive Annual Incentive Plan for any given year are paid in March of the following year. Awards under the Long-Term Incentive Plan are paid on or before April 1 following a 36-month performance period. Long-Term Incentive Plan amount in this column for 2018 represents an award to be paid in 2019 that were earned by the executive for the 2016-2018 performance period.

(3)

Amounts reported under this column reflect the aggregate change in actuarial value at December 31 of the specified year as

132

compared to December 31 of the previous year of each executive’s accumulated benefits under the Oncor Retirement Plan and the Supplemental Retirement Plan. With respect to the Oncor Retirement Plan, Ms. Dennis and Messrs. Greer, Davis and Guyton are covered under the traditional defined benefit component and Messrs. Nye, Clevenger, Henry and Shapard are covered under the cash balance component. Mr. Henry will be eligible for the cash balance program after completing the required one-year of service. There are no above-market or preferential earnings for nonqualified deferred compensation. For a more detailed description of these plans and the calculation of actuarial value, see “– Compensation Discussion and Analysis – Compensation Elements – Deferred Compensation and Retirement Plans” and the narrative that follows the Pension Benefits table below.

(4)

Amounts reported as “All Other Compensation” for 2018 are attributable to the executive’s receipt of compensation as described in the table below.

(5)

Mr. Nye became Chief Executive on March 9, 2018, upon the closing of the Sempra Acquisition. Until that date he served as our Senior Vice President, General Counsel and Secretary.

(6)

(7)

Ms. Dennis became Chief Customer Officer on March 9, 2018, upon the closing of the Sempra Acquisition. She assumed that role in addition to her role as Senior Vice President, HR & Corporate Affairs.

(8)

(9)

Mr. Henry joined Oncor as Senior Vice President, General Counsel and Secretary on March 16, 2018, following the closing of the Sempra Acquisition.

(10)

(11)

(12)

2018 All Other Compensation Components for Named Executive Officers


Name	Thrift Plan Company Match ($)	Salary Deferral Program Company Match ($)(1)	SARs Plan Settlement Dividend Interest Accruals ($)(2)	Perquisites ($)(3)	Cash severance payments payable upon termination of service($)(4)	Split-Dollar Life Insurance Program Payments ($) (5)	Other ($)(6)	Total ($)
E. Allen Nye, Jr.	17,160	63,280	1,594	22,643	-	-	-	104,677
Don J. Clevenger	16,500	39,180	5,195	15,870	-	-	-	76,745
Deborah L. Dennis	12,375	28,980	5,195	24,282	-	9,982	-	80,814
James A. Greer	12,375	41,640	6,753	17,843	-	-	-	78,611
Matthew C. Henry	14,440	27,607	-	7,770	-	-	-	49,817
Robert S. Shapard	16,500	27,016	32,468	12,520	5,655,288	-	375,000	6,118,792
David M. Davis	12,375	39,600	5,195	16,352	-	-	-	73,522
Michael E. Guyton	6,739	16,639	5,195	15,347	1,049,750	5,433	-	1,099,103

______________

(1)

Amounts represent company matching amounts under the Salary Deferral Program. Refer to the narrative that follows the Nonqualified Deferred Compensation table below for a more detailed description of the Salary Deferral Program.

(2)

As discussed under “Compensation Discussion and Analysis – Compensation Elements – Previous Long-Term Incentives – Stock Appreciation Rights Settlement,” in connection with the SARs Exercise Opportunity participants agreed that no further dividends would accrue, but that interest would be paid on dividends declared on or before October 31, 2012 accrued at the ten-year Treasury

133

constant maturity rate increased by 100 basis points. Upon closing the Sempra Acquisition, all dividend and interest accounts became payable and interest stopped accruing. Amounts reported reflect interest accrued in 2018. Dividend and interest accounts were distributed to participants on May 4, 2018.

(3)

Amounts reported under this column represent the aggregate amount of perquisites received by each Named Executive Officer. Those perquisites are detailed in the following table. Amounts reported below represent the actual cost to Oncor for the perquisites provided. Perquisites do not include personal use of company property or services for which we are reimbursed by the executive for the incremental cost to the company of personal use. For a discussion of the perquisites received by our executive officers, see “– Compensation Discussion and Analysis – Compensation Elements – Perquisites and Other Benefits.”

(4)

Amounts reflect cash severance payments paid to former Named Executive Officers under the Change in Control Policy with respect to their terminations of service in 2018. For more information on the cash severance payments, see “– Compensation Discussion and Analysis – Individual Named Executive Officer Compensation – Compensatory Agreements – Letter Agreements” and “– Compensation Discussion and Analysis – Contingent Payments – Change in Control Policy” and the “Potential Payments Upon Termination or Change in Control” tables and accompanying narrative.

(5)

Amounts represent premium and tax gross-up payments pursuant to the Split-Dollar Life Insurance Program. Messrs. Nye, Clevenger, Greer, Henry, Shapard and Davis are not eligible to participate in the program because the program was frozen to new participants prior to their qualifying for participation. Amounts in this column for Ms. Dennis represent the aggregate amount of payments pursuant to the program including interest of $6,054 relative to cumulative premium payments which had been made on her behalf, and Oncor provided tax gross-up payments of $3,928 to offset the effect of taxes on such payments. Amounts in this column for Mr. Guyton represent the aggregate amount of payments pursuant to the program including interest of $3,295 relative to cumulative premium payments which had been made on his behalf, and Oncor provided tax gross-up payments of $2,138 to offset the effect of taxes on such payments. For a discussion of the Split-Dollar Life Insurance Program, please see “– Compensation Discussion and Analysis – Compensation Elements – Perquisites and Other Benefits.”

(6)

Amounts reported under this column for Mr. Shapard represent director fees earned or paid to him in cash in 2018 for serving as non-executive Chairman of Oncor’s board of directors, for which he received the following director fees, paid quarterly in arrears, for his service as a director for the quarterly periods beginning April 1, 2018: $56,250 per quarter (of which $3,375 was attributable to his service as a member of the board of directors of Oncor Holdings and is paid by Oncor but reimbursed to Oncor by Oncor Holdings) and $68,750 for serving as non-executive Chairman of our board of directors (of which $4,125 was attributable to his service as the non-executive Chairman of the board of Oncor Holdings and is paid by Oncor but reimbursed to Oncor by Oncor Holdings). Mr. Shapard did not receive any fees for serving as a member of our board of directors for periods prior to April 1, 2018.

2018 Perquisites for Named Executive Officers


Name	Financial Planning ($)	Executive Physical ($)	Country Club and/or Luncheon Club Dues ($)	Spouse Travel ($)(1)	Other ($)(2)	Total ($)
E. Allen Nye, Jr.	10,780	4,132	6,251	-	1,480	22,643
Don J. Clevenger	-	6,539	9,331	-	-	15,870
Deborah L. Dennis	10,780	2,160	10,615	727	-	24,282
James A. Greer	10,780	7,063	-	-	-	17,843
Matthew C. Henry	-	-	1,705	-	6,065	7,770
Robert S. Shapard	6,099	-	4,626	-	1,795	12,520
David M. Davis	10,780	3,012	2,560	-	-	16,352
Michael E. Guyton	10,780	2,938	1,629	-	-	15,347

______________

(1)Amounts in this column represent spouse expenses for accompanying the Named Executive Officer on business travel.

(2)Amounts in this column represent the cost of event tickets for personal entertainment.

134

Grants of Plan-Based Awards – 2018

The following table sets forth information regarding grants of plan-based awards to Named Executive Officers under our Executive Annual Incentive Plan and Long-Term Incentive Plan during the fiscal year ended December 31, 2018.


	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
	Threshold	Target	Maximum/Superior
Name	($)	($)	($)
E. Allen Nye, Jr.
Executive Annual Incentive Plan (1)	368,531	737,061	1,105,592
Long-Term Incentive Plan - 2018 (2)	1,169,600	2,339,200	3,508,800
Don J. Clevenger
Executive Annual Incentive Plan (1)	159,358	318,716	478,074
Long-Term Incentive Plan - 2018 (2)	361,376	722,752	1,084,128
Deborah L. Dennis
Executive Annual Incentive Plan (1)	118,056	236,112	354,167
Long-Term Incentive Plan - 2018 (2)	163,968	327,936	491,904
James A. Greer
Executive Annual Incentive Plan (1)	169,568	339,136	508,705
Long-Term Incentive Plan - 2018 (2)	420,000	840,000	1,260,000
Matthew C. Henry
Executive Annual Incentive Plan (1)	126,100	252,200	378,300
Long-Term Incentive Plan - 2018 (2)	379,040	758,080	1,137,120
Robert S. Shapard
Executive Annual Incentive Plan (1)(3)	441,275	882,550	1,323,825
Long-Term Incentive Plan - 2018 (2)	1,278,304	2,556,608	3,834,912
David M. Davis
Executive Annual Incentive Plan (1)	160,875	321,750	482,625
Long-Term Incentive Plan - 2018 (2)	364,320	728,640	1,092,960
Michael E. Guyton
Executive Annual Incentive Plan (1)(4)	80,750	161,500	242,250
Long-Term Incentive Plan - 2018 (2)	144,704	289,408	434,112

________________

(1)

The amounts reported reflect the threshold, target and maximum/superior amounts available under the Executive Annual Incentive Plan. Threshold, target and maximum/superior amounts were determined by the O&C Committee in March 2018 and final award payout amounts were determined by the O&C Committee in February 2019. The actual awards for the 2018 plan year will be paid in March 2019 and are reported in the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation.”

(2)

The amounts reported reflect the threshold, target and maximum/superior amounts available for award grants made in 2018 under the Long-Term Incentive Plan. Target amounts for each Named Executive Officer were determined by the O&C Committee in March 2018 and any final awards will be payable on or before April 1, 2021 based on achievement of performance goals for the 2018-2020 performance period, as discussed in more detail below under “— Long-Term Incentive Plan.” Actual awards for the performance period ending on December 31, 2018 will be paid on or before April 1, 2019 and are reported in the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation.”

(3)

The amounts for Mr. Shapard represent the amounts that would have been payable if he had been employed for the full year. Mr. Shapard retired effective April 1, 2018.

(4)

The amounts for Mr. Guyton represent the amounts that would have been payable if he had been employed for the full year. Mr. Guyton retired effective July 1, 2018.

Executive Annual Incentive Plan

The Executive Annual Incentive Plan is a cash bonus plan intended to provide a performance-based annual reward for the successful attainment of certain annual performance goals and business objectives that are established by the O&C Committee. Elected officers of the Company having a title of vice president or above and other specified key employees

135

are eligible to participate in the Executive Annual Incentive Plan provided they are employed by us for a period of at least three full months during a January 1 to December 31 plan year. The O&C Committee and our CEO are responsible for administering the Executive Annual Incentive Plan. Participants who die, become disabled or retire during a plan year are eligible to receive prorated awards under the plan for that plan year provided they completed at least three full months of employment in such plan year. Any awards to executive officers are in the sole discretion of the O&C Committee, and those awards are prorated for the number of months in which the individual was employed by the company.

Funding for awards payable in any given plan year is determined based on a funding trigger based on Oncor’s EBITDA and any additional operational or other metrics that the O&C Committee elects to apply in determining the aggregate amount of awards. Based on the level of attainment of these EBITDA and operational metrics targets, the O&C Committee determines an aggregate final funding percentage. This final funding percentage is multiplied by target awards, which amount is then multiplied by individual performance modifiers to provide the final Executive Annual Incentive Plan award. Each step in the calculation process is described in more detail below.

Step 1: EBITDA Achievement

Incentives are only payable under the Executive Annual Incentive Plan in the event the threshold EBITDA funding trigger is achieved. The level of EBITDA achieved is used to calculate a funding trigger percentage as illustrated in the table below.


Funding Trigger Achieved	Funding Trigger Percentage
Actual EBITDA is less than threshold	0%
Actual EBITDA equals threshold	50%
Actual EBITDA is greater than threshold but less than target	Percentage between 50% - 100% equal to the percentage of the target EBITDA achieved
Actual EBITDA equals target	100%
Actual EBITDA is greater than target but less than superior	Percentage between 100% - 150% equal to the percentage of the superior EBITDA achieved
Actual EBITDA equals or is greater than superior	150%

For 2018, the EBITDA funding triggers (threshold, target and superior), actual results and funding trigger percentage under the Executive Annual Incentive Plan were as follows:

Name

Threshold

($ millions)

Target

($ millions)

Superior

($ millions)

Actual Results

($ millions)

Funding Trigger Percentage

EBITDA

1,518.5

1,687.2

1,855.9

1,724.3

111.0%

136

Step 2: Operational Achievement

If the threshold EBITDA funding trigger is achieved, then once the EBITDA funding percentage is determined, the operational or other metrics set by the O&C Committee are then applied to determine an operational funding percentage. For 2018, the O&C Committee only used operational metrics, which are set forth in the table below.


Additional Metric	Description
Safety	Number of employee injuries using a Days Away, Restricted or Transfer (DART) system with a modifier for fatalities resulting from a safety violation

Reliability	Non-storm System Average Interruption Duration Index (SAIDI), which measures the average number of minutes electric service is interrupted per customer in a year on a weather normalized basis

Operational Efficiency	Based on the achievement of targeted operation and maintenance expense (O&M) and sales, general and administrative expense (SG&A) levels determined on a per customer cost basis

Infrastructure Readiness	Measured by a metric based on capital expenditure per three year average kW peak; expressed as a cumulative percentage

For further information on the operational metrics, see “Compensation Discussion and Analysis—Compensation Elements—Executive Annual Incentive Plan.”

The O&C Committee determines the weighting of each of those metrics within the final operational funding percentage. As with the EBITDA funding trigger, each operational metric must meet a threshold level in order to provide any funding for that metric. Meeting the threshold amount results in 50% of the available funding for that specific metric. The O&C Committee also sets target and superior levels for each operational metric, and achievement of those levels results in funding for a specific metric of 100% and 150%, respectively. Once threshold has been achieved, actual results in between each level result in a funding percentage equal to the percentage of the target achieved (up to 150%, for achievement of the superior performance level). For 2018, the weighting, actual results and operational funding percentages for the operational metrics under the Executive Annual Incentive Plan were as follows:


Goal	Weighting	Threshold(1)	Target(2)	Superior(3)	Actual Results	Operational Funding Percentage
Safety (measured in number of injuries per 200,000 hours)
DART	30%	0.69	0.58	0.41	0.18	45.0%
Reliability (measured in minutes)
Non-storm SAIDI	30%	97.0	91.0	80.0	90.2	31.1%
Operational Efficiency - O&M Cost Per Customer (measured in $ per customer)
O&M	30%	$195.72	$182.91	$170.11	184.51	28.1%
Infrastructure Readiness
Capital expenditures per three year average kW peak	10%	97.00%, 105.00%	98.00%, 103.00%	99.00%, 101.49%	102.49%	11.7%
Total Operational Funding Percentage						115.9%

__________

(1)

Achievement of the threshold operational metric level results in funding of 50% of the available funding percentage for that specific operational metric. Failure to achieve the threshold results in no funding for that specific operational metric.

(2)

Achievement of the target operational metric level results in funding of 100% of the available funding percentage for that specific operational metric.

(3)

Achievement above the superior operational metric level results in funding of up to 150% of the available funding percentage for that specific operational metric.

137

For 2018, achievement of operational metrics resulted in an operational funding percentage of 115.9%. The operational funding percentage can decrease the final funding percentage, as described in more detail below.

Step 3: Determining Final Funding Percentage

After a funding trigger percentage and operational funding percentage are determined, a final funding percentage is calculated in accordance with the following table.


Achieved Funding Trigger Performance	Final Funding Percentage
Actual EBITDA is less than threshold	0%
Actual EBITDA equals threshold	50%
Actual EBITDA is greater than threshold but less than or equal to target	Lesser of the funding trigger percentage or the operational funding percentage
Actual EBITDA is greater than target	Funding trigger percentage multiplied by the operational funding percentage, up to a payout percentage not exceeding the funding trigger percentage.

For 2018, since actual EBITDA was greater than target, but less than superior, the final funding percentage was the lesser of the funding trigger percentage or the operational funding percentage, resulting in a final funding percentage of 111.0%.

Step 4: Final Award Determination

To calculate an executive officer’s award amount, the final funding percentage is first multiplied by the executive officer’s target award, which is computed as a percentage of actual base salary. Based on the executive officer’s performance, an individual performance modifier is then applied to the calculated award to determine the final incentive payment. An individual performance modifier is based on reviews and evaluations of the executive officer’s performance by the CEO and the O&C Committee (or solely the O&C Committee in the case of our CEO) and may adjust an award upward or downward. The individual performance modifier is determined on a subjective basis. Factors used in determining individual performance modifiers may include operational measures (including the safety, reliability, operational efficiency metrics and infrastructure readiness discussed above), company objectives, individual management and other goals, specific job objectives and competencies, the demonstration of team building and support attributes and general demeanor and behavior. The CEO and the O&C Committee (or solely the O&C Committee in the case of our CEO) do not assign these factors individual weights, but consider them together.

The Executive Annual Incentive Plan provides that if an executive dies, becomes disabled or retires after having participated at least three full months in the plan during such plan year, the executive is entitled to receive payment of a partial award, prorated for the number of months that the executive was a participant in the plan year of his or her termination of employment. Mr. Shapard (who retired from Oncor effective April 1, 2018) and Mr. Guyton (who retired from Oncor effective July 1, 2018), who were each participants in the Executive Annual Incentive Plan for at least three full months in 2018, were eligible for prorated 2018 annual incentives.

In addition, the Change in Control Policy provides that at the same time (and subject to the same conditions) that an executive receives a cash severance payment under the policy, the executive shall also receive a cash severance payment in the amount equal to the pro rata portion of the executive’s target annual incentive award for the year of termination of employment, prorated based on the executive’s termination date. Pursuant to the terms of certain letter agreements entered into in connection with the Sempra Acquisition, Messrs. Shapard and Guyton received $220,638 and $80,750, respectively, representing his pro rata annual incentive target award for 2018. For a description of each executive’s payments under the Change in Control Policy, see “– Contingent Payments – Change in Control Policy” below. For a description of the letter agreements, see “– Individual Named Executive Officer Compensation – Compensatory Agreements – Letter Agreements” below.

Plan Revisions Applicable for Plan Years Beginning in 2019

In February 2019, the O&C Committee amended and restated the Executive Annual Incentive Plan to revise the final funding percentage calculation for awards beginning with the 2019 plan year. Pursuant to these revisions, the final funding

138

percentage for awards beginning with the 2019 plan year will be equal to (i) the weighted operational funding percentage if EBITDA is above target level, or (ii) the lesser of the funding trigger percentage or the weighted operational funding percentage if EBITDA is at the target level or between the threshold and target levels. Failure to achieve threshold EBITDA will result in no funding of awards for that plan year.

Long-Term Incentive Plan

Our board of directors adopted the Long-Term Incentive Plan effective January 1, 2013 and delegated administration of the Long-Term Incentive Plan to the O&C Committee. Our executive officers and any other key employees of the company or its subsidiaries designated by the O&C Committee are eligible to participate. The plan provides for cash awards to be paid after completion of a performance period based on achievement of certain stated performance goals. A performance period under the Long-Term Incentive Plan is the 36-month period beginning each January 1, unless otherwise determined by the O&C Committee in its sole discretion. The participants for each performance period shall be determined by the O&C Committee not later than the 90th day after commencement of the performance period. Performance goals consist of one or more specific performance objectives established by the O&C Committee in its discretion within the first 90 days of the commencement of the applicable performance period. Performance goals may be designated with respect to the company as a whole or one or more operating units, and may also be determined on an absolute basis or relative to internal goals, or relative to levels attained in prior years, or relative to other companies or indices, or as ratios expressing relationships between two or more performance goals.

The O&C Committee determined that the performance goals used for the Long-Term Incentive Plan awards granted in 2018 would consist of both a financial trigger and operational metrics, as set forth below.


2018 - 2020 Performance Period (awards granted in 2018, payable in 2021)
Funding Trigger		Threshold	Target	Superior
Net Income ($ millions; 2018-2020 cumulative)(1)		85%	100%	115%
Performance Goals
Weighting	Performance Metric	Performance Goal
30%	Safety – measured by Days Away, Restricted or Transferred (DART); cumulative	Threshold		0.66
		Target		0.55
		Superior		0.39
30%	Reliability - measured by non-storm System Average Interruption Duration Index (SAIDI) in minutes; cumulative	Threshold		282
		Target		264
		Superior		232
30%	Operational efficiency - measured by operation and maintenance expense (O&M) and sales, general and administrative expense (SG&A) on a cost per customer basis; $; average(2)	Threshold		107%
		Target		100%
		Superior		93%
10%	Operational efficiency - measured by an infrastructure readiness metric based on the capital expenditure per three year average kW peak; expressed as a cumulative percentage	Threshold		97.0%, 105.0%
		Target		98.0%, 103.0%
		Superior		99.0% - 101.49%

______________

(1)

The awards note that no later than 90 days after the start of each year within the performance period, the board of directors of Oncor will approve the annual financial plan for the year. Threshold, target and superior levels for net income are reflected as percentages of the cumulative net income set forth in the financial plans for the 2018-2020 performance period.

(2)

The awards note that no later than 90 days after the start of each year within the performance period, the board of directors of Oncor will approve the annual financial plan for the year. Threshold, target and superior levels for operational efficiency are reflected as percentages of the average O&M and SG&A (on a cost per customer basis) set forth in the financial plans for the 2018-2020 performance period.

For awards granted in 2016, 2017, and 2018, the net income funding trigger and operational efficiency performance goals measured by O&M and SG&A on a cost per customer basis were noted as percentages of the cumulative net income set forth in the financial plans approved by our board of directors for each year in the 2016-2018 and 2017-2019 performance periods. In October 2016 our board of directors approved the financial plan for 2017. Based on the approved

139

financial plan, the O&C Committee in March 2017 declared that for purposes of calculating the cumulative performance goals for the 2016-2018 and 2017-2019 performance periods, the 2017 net income funding trigger threshold, target and superior levels shall be $390.3 million, $459.2 million and $528.1 million, respectively, and the 2017 operational efficiency metric (measured by O&M and SG&A on a cost per customer basis) threshold, target and superior levels shall be $187.82, $175.53 and $163.25. For purposes of calculating the cumulative performance goals for the 2016-2018, 2017-2019 and 2018-2020 performance periods, in February 2018, based on the 2018 financial plan approved by our board of directors in February 2018, the O&C Committee certified that the 2018 net income funding trigger threshold, target and superior levels at $445.6 million, $524.2 million and $602.8 million, respectively, and the 2018 operational efficiency metric (measured by O&M and SG&A on a cost per customer basis) threshold, target and superior levels at $195.72, $182.91 and $170.11. For purposes of calculating the cumulative performance goals for the 2017-2019, 2018-2020 and 2019-2021 performance periods, in February 2019, based on the 2019 financial plan approved by our board of directors in February 2019, the O&C Committee certified the 2019 net income funding trigger target level at $580 million (with the threshold level and, if applicable, the superior level of the net income funding trigger equal to 85% and 115% of the relevant target amount, respectively), and the 2019 operational efficiency metric (measured by O&M and SG&A on a cost per customer basis) target level at $184.42 (with the threshold level and the superior level of such operational efficiency metric equal to 107% and 93% of the relevant target amount, respectively).

The funding of each Long-Term Incentive Plan award granted to date is contingent first upon Oncor achieving a cumulative threshold net income level for the three-year period. If Oncor fails to achieve the stated net income level for the performance period, no award is payable. For Long-Term Incentive Plan awards granted in 2015 or after, the funding trigger percentage for a performance period equals 50% if the threshold level is met, 100% if target level is met, or 150% if the superior level is met or exceeded. (For awards granted in 2013 and 2014, however, there is no superior level funding trigger). The applicable percentage for performance between threshold and target performance levels, and the target and superior performance levels are determined on a straight line interpolation basis.

Once a funding trigger percentage is determined, an operational goal percentage is determined based on Oncor’s satisfaction of four operational metrics. The operational goals used for the Long-Term Incentive Plan awards mirror the operational metrics used for awards under the Executive Annual Incentive Plan. The table below sets forth the operational goals that the O&C Committee applied for 2018 grants.


Operational Goals	Description
Safety	Number of employee injuries using a Days Away, Restricted or Transfer (DART) system with a modifier for fatalities resulting from a safety violation

Reliability	Non-storm System Average Interruption Duration Index (SAIDI), which measures the average number of minutes electric service is interrupted per customer in a year on a weather normalized basis

Operational Efficiency	Based on the achievement of targeted operation and maintenance expense (O&M) and sales, general and administrative expense (SG&A) levels determined on a per customer cost basis

Infrastructure Readiness	Measured by a metric based on capital expenditure per three year average kW peak; expressed as a cumulative percentage

For further information on the operational goals, which are identical to the operational metrics in the Executive Annual Incentive Plan, see “Compensation Discussion and Analysis—Compensation Elements—Executive Annual Incentive Plan.”

The O&C Committee sets the threshold, target and superior levels for each operational metric. The achievement of those levels results in funding for a specific metric of 50%, 100% and 150%, respectively. Once the threshold has been achieved, actual results in between each level result in a funding percentage equal to the percentage of the target achieved. Based on the weighting for each operational metric, an aggregate weighted average of operational goal percentage is determined.

140

The final funding percentage for long-term incentive awards is then calculated using the funding trigger percentage and weighted operational goal percentage, as set forth in the table below.


Long-Term Incentive Plan Final Funding Percentage Calculation
Achieved Performance	Final Funding Percentage
Actual funding trigger is less than threshold	0%
Actual funding trigger equals threshold	50%
Actual funding trigger is greater than threshold but less than or equal to target	Lesser of the funding trigger percentage or the weighted operational goal percentage
Actual funding trigger is greater than target	Funding trigger percentage multiplied by the weighted operational goal percentage, up to a payout percentage not exceeding the funding trigger percentage.

The amount of each Long-Term Incentive Plan award is then determined based on the product of the final funding percentage, multiplied by the target opportunity dollar amount stated in each individual award.


2016 -2018 Performance Period Results (awards granted in 2016, payable in 2019)
Funding Trigger		Threshold	Target		Superior	Actual	Achievement
Net Income ($ millions; 2016-2018 cumulative)		1,227.5	1,444.1		1,660.7	1,468.7	105.7%
2016-2018 Performance Goals
Weighting	Performance Metric	Performance Level				Actual	Achievement
30%	Safety - measured by Days Away, Restricted or Transferred (DART); cumulative	Threshold	0.73
		Target	0.62			0.38	45%
		Superior	0.48
30%	Reliability - measured by non-storm System Average Interruption Duration Index (SAIDI) in minutes; cumulative	Threshold	297
		Target	276			278.0	29.1%
		Superior	243
30%	Operational efficiency − measured by operation and maintenance expense (O&M) and sales, general and administrative expense (SG&A) on a cost per customer basis, $; average	Threshold	189.71
		Target	177.30			176.3	31.2%
		Superior	164.89
10%	Operational efficiency − measured by an infrastructure readiness metric based on the capital expenditure per three year average kW peak; %; cumulative	Threshold	97.00, 105.00
		Target	98.00, 103.00			103.01%	10.0%
		Superior	99.00 – 101.49
				Operational Goal Percentage:			115.3%

The Long-Term Incentive Plan encourages retention of executive officers and key employees by stipulating performance periods of generally 36 months. Participants must be continuously employed by us through the last day of the performance period in order to receive a long-term incentive award for that performance period. If a participant is employed by us on the last day of the performance period but his/her employment terminates for any reason other than by us for cause prior to the payment of the award for that performance period, the participant will be entitled to receive payment of the award. In the event a participant is terminated by us for cause, the participant will forfeit any unpaid Long-Term Incentive Plan award. For purposes of the Long-Term Incentive Plan, “cause” has the same meaning as defined in any employment agreement or change-in-control agreement of such participant in effect at the time of termination of employment. If there is no such employment or change-in-control agreement, “cause” means (i) the indictment on or pleading guilty or nolo contendere to, a felony or misdemeanor involving moral turpitude of such participant, or upon the participant, in the carrying out his or her duties to the company, (ii) engaging in conduct that causes a breach of his/her

141

fiduciary duties to us, our subsidiaries or our investors, (iii) committing an act of gross negligence, or (iv) committing gross misconduct resulting in material economic harm to us. If a participant’s employment is terminated for reasons other than death, disability, retirement or following a change in control prior to the last day of the performance period, all of such participant’s outstanding and unpaid Long-Term Incentive Plan awards will be cancelled. Upon a termination due to death, disability or retirement, for each outstanding Long-Term Incentive Plan unpaid award, the participant (or his/her beneficiary in the case of death) will be entitled to receive, on the same date as awards are paid for that period to other participants, an award equal to the product of (i) a fraction, the numerator of which is the number of days in the performance period up to and including the date of the separation of service and the denominator of which is the number of days in the entire performance period, and (ii) the Long-Term Incentive Plan award for such performance period based on actual performance of Oncor during the performance period. In the event of a termination following a change in control, a participant shall be entitled to receive, within 60 days following the separation from service, an award equal to the product of (i) a fraction, the numerator of which is the number of days in the performance period up to and including the date of the separation of service and the denominator of which is the number of days in the entire performance period, and (ii) the Long-Term Incentive Plan award for such performance period based on target performance.

For purposes of the Long-Term Incentive Plan, a “change in control” means, in one or a series of related transactions, (i) the sale of all or substantially all of the consolidated assets or capital stock of EFH Corp., Oncor Holdings, or Oncor to a person (or group of persons acting in concert) who is not an affiliate of any member of the Sponsor Group; (ii) a merger, recapitalization or other sale by EFH Corp., any member of the Sponsor Group or their affiliates, to a person (or group of persons acting in concert) that results in more than 50% of EFH Corp.’s common stock (or any resulting company after a merger) being held by a person (or group of persons acting in concert) that does not include any member of the Sponsor Group or any of their respective affiliates; or (iii) a merger, recapitalization or other sale of common stock by EFH Corp., any member of the Sponsor Group or their affiliates, after which the Sponsor Group owns less than 20% of the common stock of, and has the ability to appoint less than a majority of the directors to the board of directors of, EFH Corp. (or any resulting company after a merger); and with respect to any of the events described in clauses (i) and (ii) above, such event results in any person (or group of persons acting in concert) gaining control of more seats on the board of directors of EFH Corp. than the Sponsor Group. However, the Long-Term Incentive Plan also provides that should a change in control occur under clauses (i) through (iii) above with respect to the assets or capital stock of EFH Corp., a change in control will not be deemed to have occurred unless the change in control would result in the material amendment or interference with the separateness undertakings set forth in our Limited Liability Company Agreement, or would adversely change or modify the definition of an independent director in our Limited Liability Company Agreement.

Pursuant to the letter agreements discussed under “ – Compensation Discussion & Analysis – Individual Named Executive Officer Compensation – Compensatory Agreements – Letter Agreements,” and the Long-Term Incentive Plan provisions regarding payments in the event of a termination following a change in control, Messrs. Shapard, Davis and Guyton received the following prorated awards under the Long-Term Incentive Plan:

Long-Term Incentive Awards Paid to Named Executive Officers in Connection with 2018 Terminations of Service

Name

Award Performance Period

Prorated Award Amounts

Robert S. Shapard

Awards paid April, 2018

2016-2018 Performance Period

2017-2019 Performance Period

2018-2020 Performance Period

$ 1,772,976

$ 1,033,727

$ 212,273

David M. Davis

Awards paid January, 2019

2017-2019 Performance Period

2018-2020 Performance Period

$ 472,668

$ 243,323

Michael E. Guyton

Awards paid August 2018

2016-2018 Performance Period

2017-2019 Performance Period

2018-2020 Performance Period

$ 223,172

$ 140,544

$ 48,059

As the administrator of the Long-Term Incentive Plan, the O&C Committee has the authority to prescribe, amend and rescind rules and regulations relating to the plan, determine the terms and conditions of any awards and make all other determinations deemed necessary or advisable for the administration of the plan. The O&C Committee has broad discretion under the plan and may delegate to one or more officers of the company the authority to grant Long-Term Incentive Plan awards to employees who are not executive officers. Our board of directors may at any time terminate, alter, amend or

142

suspend the Long-Term Incentive Plan and any awards granted pursuant to it, subject to certain limitations. In the event of a change in control, our board of directors may, in its discretion, terminate the plan and cancel all outstanding and unpaid awards, except that in the event of a termination of the plan in connection with a change in control, participants will be entitled to receive the payout as described above. Payments under the Long-Term Incentive Plan are separate from, and would be in addition to, any payments available under the Change in Control Policy or Severance Plan.

Under the terms of the Long-Term Incentive Plan, the O&C Committee must measure and certify the levels of attainment of performance goals within 90 days following the completion of the performance period. Any awards for such period shall be paid on or about April 1 following the performance period, but in no event later than the end of the calendar year following the end of the applicable performance period. At the discretion of the O&C Committee, individuals newly hired or promoted into positions that qualify to participate in the Long-Term Incentive Plan may begin participating in the plan for one or more open performance periods on a full or pro-rata basis upon the date of hire or promotion.

Award Agreement Revisions Applicable for Performance Periods Beginning in 2019

In February 2019, the O&C Committee amended the form of Long-Term Incentive Plan award agreements for awards granted beginning in 2019. The revised form of award agreement provides that the final funding percentage for awards will be calculated as the product of the funding trigger percentage multiplied by the weighted performance goal percentage, with the funding trigger percentage to equal zero if net income is below the funding trigger threshold.

Pension Benefits

The following table sets forth information regarding Oncor’s participation in the retirement plans that provide for benefits, in connection with, or following, the retirement of Named Executive Officers for the fiscal year ended December 31, 2018:


Name	Plan Name	Number of Years Accredited Service (#)(1)	Present Value of Accumulated Benefit ($)(2)	Payments During Last Fiscal Year ($)
E. Allen Nye, Jr.	Oncor Retirement Plan	7.0000	95,411	-
	Supplemental Retirement Plan	7.0000	185,433	-
Don J. Clevenger	Oncor Retirement Plan	13.6667	191,912	-
	Supplemental Retirement Plan	13.6667	169,649	-
Deborah L. Dennis	Oncor Retirement Plan	39.0833	2,840,258	-
	Supplemental Retirement Plan	39.0833	1,165,632	-
James A. Greer	Oncor Retirement Plan	33.5000	2,160,417	-
	Supplemental Retirement Plan	33.5000	2,611,019	-
Matthew C. Henry(3)	Oncor Retirement Plan	-	-	-
	Supplemental Retirement Plan	-	-	-
Robert S. Shapard	Oncor Retirement Plan	32.3333	-	1,052,304
	Supplemental Retirement Plan	32.3333	-	727,814
David M. Davis	Oncor Retirement Plan	26.5000	1,816,901	-
	Supplemental Retirement Plan	26.5000	2,691,051	-
Michael E. Guyton	Oncor Retirement Plan	34.8333	2,412,391	57,874
	Supplemental Retirement Plan	34.8333	766,338	18,383

_____________

143

(1)

Accredited service for each of the plans is determined based on an employee’s age and hire date. Employees hired by Oncor or an EFH Corp. affiliate prior to January 1, 1985 became eligible to participate in the plan the month after their completion of one year of service and attainment of age 25. Employees hired after January 1, 1985 became eligible to participate in the plan the month after their completion of one year of service and attainment of age 21.

(2)

Mr. Shapard accumulated benefits through his retirement date of April 1, 2018 in two EFH Corp. sponsored supplemental retirement plans as a result of his service as an employee of EFH Corp.’s predecessor prior to joining Oncor. Those benefits are paid solely by EFH Corp. in connection with various changes made by EFH Corp. to its retirement plans in 2012 and as a result are not reported in this table.

(3)

Mr. Henry was not eligible to participate in the plans in 2018 as he had not completed the required one-year of service.

The Oncor Retirement Plan contains both a traditional defined benefit component and a cash balance component. Only employees hired before January 1, 2002 may participate in the traditional defined benefit component. All new employees hired after January 1, 2002 participate in the cash balance component. In addition, the cash balance component covers employees previously covered under the traditional defined benefit component who elected to convert the actuarial equivalent of their accrued traditional defined benefit to the cash balance component during a special one-time election opportunity effective in 2002. The employees that participate in the traditional defined benefit component do not participate in the cash balance component.

Annual retirement benefits under the traditional defined benefit component, which applied during 2018 to Ms. Dennis and Messrs. Greer, Davis and Guyton, are computed as follows: for each year of accredited service up to a total of 40 years, 1.3% of the first $7,800, plus 1.5% of the excess over $7,800, of the participant’s average annual earnings (base salary) during his/her three years of highest earnings. Under the cash balance component, which covers Messrs. Nye, Clevenger, and Shapard, a hypothetical account is established for participants and credited with monthly contribution credits equal to a percentage of the participant’s compensation (3.5%, 4.5%, 5.5% or 6.5% depending on the participant’s combined age and years of accredited service), plus interest credits based on the average yield of the 30-year Treasury bond for the 12 months ending November 30 of the prior year. Benefits paid under the traditional defined benefit component of the Oncor Retirement Plan are not subject to any reduction for Social Security payments but are limited by provisions of the Code.

The Supplemental Retirement Plan provides for the payment of retirement benefits, which would otherwise be limited by the Code or the definition of earnings under the Oncor Retirement Plan, including any retirement compensation required to be paid pursuant to contractual arrangements. Under the Supplemental Retirement Plan, retirement benefits are calculated in accordance with the same formula used under the Oncor Retirement Plan, except that, with respect to calculating the portion of the Supplemental Retirement Plan benefit attributable to service under the traditional defined benefit component of the Oncor Retirement Plan, earnings also include Executive Annual Incentive Plan awards. The amount of earnings attributable to the Executive Annual Incentive Plan awards is reported under the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

The table set forth above illustrates the present value on December 31, 2018 of each Named Executive Officer’s Retirement Plan benefit and benefits payable under the Supplemental Retirement Plan, based on his or her years of service and remuneration through December 31, 2018. Benefits accrued under the Supplemental Retirement Plan after December 31, 2004 are subject to Section 409A of the Code. Accordingly, certain provisions of the Supplemental Retirement Plan have been modified in order to comply with the requirements of Section 409A and related guidance.

The present value of accumulated benefits for the traditional benefit component of the Oncor Retirement Plan and the Oncor Supplemental Retirement Plan was calculated based on the executive’s annuity payable at the earliest age that unreduced benefits are available under the Plans (generally age 62). Unmarried executives are assumed to elect a single life annuity. For married executives, it is assumed that 60% will elect a 100% joint and survivor annuity and 40% will elect a single life annuity. Post-retirement mortality was based on the RP-2014 Fully Generational Mortality Table for Healthy Annuitants with base year 2006 using projection scale MP-2018. A discount rate of 4.16% was applied and no pre-retirement mortality or turnover was reflected.

The present value of accumulated benefits for the cash balance component of the Oncor Retirement Plan and the Oncor Supplemental Retirement Plan was calculated as the value of the executive’s cash balance account projected to age 65 at an assumed growth rate of 3.50% and then discounted back to December 31, 2018, at 4.16%. No mortality or turnover assumptions were applied.

144

Early retirement benefits under the Oncor Retirement Plan are available to participants under the traditional defined benefit component upon their attainment of age 55 and achievement of 15 years of accredited service. Early retirement results in a retirement benefit payment reduction of 4% for each full year (and 0.333% for each additional full calendar month) between the date the participant retires and the date the participant would reach age 62. Participants in the cash balance component can receive their benefit upon retirement or upon severance of service with the Company provided they have at least 10 years of accredited service or upon the time they would have accumulated 10 years of accredited service under the plan but for the severance of service. Benefits under the Supplemental Retirement Plan are subject to the same age and service restrictions, but are only available to our executive officers and certain other key employees.

Nonqualified Deferred Compensation – 2018

The following table sets forth information regarding the deferral of components of our Named Executive Officers’ compensation on a basis that is not tax-qualified for the fiscal year ended December 31, 2018:


Name	Executive Contributions in Last Fiscal Year ($)(1)	Registrant Contributions in Last Fiscal Year ($)(2)	Aggregate Earnings (Loss) in Last Fiscal Year ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year End ($)(3)
E. Allen Nye, Jr.
Salary Deferral Program	63,280	63,280	(68,213)	(119,680)	670,559
Don J. Clevenger(4)
Salary Deferral Program	39,180	39,180	32,131	(298,027)	593,511
Deborah L. Dennis(5)
Salary Deferral Program	28,980	28,980	307,961	(935,938)	794,583
James A. Greer (6)
Salary Deferral Program	41,640	41,640	171,831	(596,762)	644,686
Matthew C. Henry
Salary Deferral Program	27,607	27,607	(3,022)	-	52,191
Robert S. Shapard
Salary Deferral Program	27,016	27,016	(97,792)	(169,038)	1,580,253
David M. Davis (7)
Salary Deferral Program	39,600	39,600	138,803	(489,384)	683,820
Michael E. Guyton(8)
Salary Deferral Program	16,639	16,639	251,783	(983,525)	118,950

_______________

(1)

Amounts in this column for the Salary Deferral Program represent salary deferrals pursuant to the Salary Deferral Program and are included in the “Salary” amounts in the Summary Compensation Table above.

(2)

Amounts in this column for the Salary Deferral Program represent company-matching awards pursuant to the Salary Deferral Program and are included in the “All Other Compensation” amounts in the Summary Compensation Table above.

(3)

$306,106, $273,271, $337,347, $293,362, $868,868, $308,701 and $175,138 represent company match accounts prior to 2018 for Messrs. Nye, Clevenger, Ms. Dennis, Messrs. Greer, Shapard, Davis, and Guyton, respectively, and as a result to the extent any were Named Executive Officers in previous years were included as compensation in the Summary Compensation Table in previous years for the year earned, as applicable.

(4)

$188,682 of Mr. Clevenger’s aggregate distributions in the last fiscal year are attributable to the investment and earnings associated with the Class B Interests he purchased using funds in his Salary Deferral Program account pursuant to the Management Investment Opportunity.

(5)

$935,938 of Ms. Dennis’ aggregate distributions in the last fiscal year are attributable to the investment and earnings associated with the Class B Interests she purchased using funds in her Salary Deferral Program account pursuant to the Management Investment Opportunity.

(6)

$542,008 of Mr. Greer’s aggregate distributions in the last fiscal year are attributable to the investment and earnings associated with the Class B Interests he purchased using funds in his Salary Deferral Program account pursuant to the Management Investment Opportunity.

(7)

$430,753 of Mr. Davis’ aggregate distributions in the last fiscal year are attributable to the investment and earnings associated with the Class B Interests he purchased using funds in his Salary Deferral Program account pursuant to the Management Investment Opportunity.

145

(8)

$650,405 of Mr. Guyton’s aggregate distributions in the last fiscal year are attributable to the investment and earnings associated with the Class B Interests he purchased using funds in his Salary Deferral Program account pursuant to the Management Investment Opportunity.

Salary Deferral Program

Under the Salary Deferral Program, each employee of Oncor, who is in a designated job level and whose annual salary is equal to or greater than an amount established under the Salary Deferral Program ($126,240 for the program year beginning January 1, 2018) may elect to defer up to 50% of annual base salary, and/or up to 85% of any bonus or incentive award. This deferral (including any vested matching contributions, as described below) may be made for a period of seven years, for a period ending with the retirement of such employee, or for a combination thereof, at the election of the employee. Oncor makes a matching award, subject to forfeiture under certain circumstances, equal to 100% of up to the first 8% of salary deferred under the Salary Deferral Program. Oncor does not match deferred annual incentive awards. Matching contributions vest at the earliest of seven years after the deferral date, retirement, death, disability or termination without cause following a change in control of Oncor (as defined in the Salary Deferral Program). The matching contributions of each of Messrs. Shapard, Davis and Guyton vested upon their retirements.

Deferrals are credited with earnings or losses based on the performance of investment alternatives under the Salary Deferral Program selected by each participant. Among the investment alternatives, certain participants were eligible to use funds in the Salary Deferral Program to purchase Class B Interests in November 2008 pursuant to the Equity Interests Plan and Management Investment Opportunity. For additional information regarding the Equity Interests Plan and Management Investment Opportunity, see “- Compensation Elements - Previous Long Term Incentives - Equity Interests Plan and Management Investment Opportunity.” Distributions from Oncor to Investment LLC are distributed pro-rata to the holders of Class B Interests in accordance with their proportionate ownership of Class B Interests. Any distributions attributable to Class B Interests purchased using a participant’s funds in the Salary Deferral Program are deposited in such participant’s Salary Deferral Program account as earnings. Upon consummation of the Sempra Acquisition, investment and income earned in the Management Investment Opportunity under the Salary Deferral Program were distributed to participants on May 4, 2018.

At the end of the applicable account maturity period (seven years or retirement, as elected by the participant or, in the case of company discretionary contributions, as determined by the O&C Committee) the trustee for the Salary Deferral Program distributes the deferrals and the applicable earnings in cash as a lump sum or in annual installments at the participant’s election made at the time of deferral. Oncor is financing the retirement option portion of the Salary Deferral Program through the purchase of corporate-owned life insurance on lives of some participants. The proceeds from such insurance are expected to allow us to fully recover the cost of the retirement option.

Potential Payments upon Termination or Change in Control

The tables and narrative below provide information for payments to Oncor’s Named Executive Officers (or, as applicable, enhancements to payments or benefits) in the event of termination including retirement, voluntary, for cause, death, disability, without cause or change in control of Oncor. The amounts shown below for current executive officers assume that such a termination of employment and/or change in control occurred on December 31, 2018, and the amounts shown below for former executive officers reflect amounts paid in connection with their respective terminations of employment.

In 2018, all of our executive officers were eligible to receive benefits under the terms of the Change in Control Policy and the Severance Plan, as more fully described following the tables below. In addition to the provisions of those plans, the Salary Deferral Program provides that all company-matching awards will become automatically vested in the event of a termination without cause following a change in control, death, disability or retirement. The amounts listed in the tables below regarding the Salary Deferral Program only represent the immediate vesting of company matching contributions resulting from death, disability, retirement or a termination without cause following the occurrence of a change in control. Contributions made to such plan by each Named Executive Officer are disclosed in the Nonqualified Deferred Compensation table above. For a more detailed discussion of the Salary Deferral Program, see the Nonqualified Deferred Compensation table above and the narrative following the Nonqualified Deferred Compensation table.

146

Retirement benefits under the Oncor Retirement Plan and Supplemental Retirement Plan are available to participants upon their attainment of age 65. Early retirement benefits under the Oncor Retirement Plan are available to our employees covered in the traditional defined benefit component upon their attainment of age 55 and achievement of 15 years of accredited service. Early retirement results in a retirement benefit payment reduction of 4% for each full year (and 0.333% for each additional full calendar month) between the date the participant retires and the date the participant would reach age 62. Early retirement benefits are available to our employees in the cash balance component upon their achievement of 10 years of accredited service at the time of his/her severance from service or on the date the participant would have accumulated 10 years of accredited service but for the participant’s severance from service. Benefits under the Supplemental Retirement Plan are subject to the same age and service restrictions, but are only available to our executive officers and certain other key employees. Mr. Shapard participates in the cash balance component of the retirement plans and retired effective April 1, 2018. Messrs. Nye and Clevenger also participate in the cash balance component and were not eligible to retire early because they had not met the age and service requirements. Ms. Dennis and Messrs. Greer, Davis and Guyton participate in the traditional defined benefit component of the retirement plans. Mr. Davis retired effective December 31, 2018 and Mr. Guyton retired effective July 1, 2018. Since both Ms. Dennis and Mr. Greer have satisfied the age requirement and 15 years of accredited service, they are eligible to retire early upon termination of employment. As of December 31, 2018, Mr. Henry was ineligible to participate in the retirement benefits as he did not meet the one-year service requirement. No additional potential payments will be triggered by any termination of employment or change in control, and as a result no amounts are reported in the tables below for such retirement plans. For a more detailed discussion of the retirement plans, see the Pension Benefits table above and the narrative following the Pension Benefits table.

All our Named Executive Officers participate in benefit plans for group term life insurance and accidental death and disability. Any benefits received under these policies are paid to the beneficiary by a third-party provider.

In connection with the November 2012 SARs Exercise Opportunity, each SARs holder agreed that no further dividends would accumulate following such exercise, and that interest would accrue on their existing dividend accounts until such dividends were paid in accordance with the terms of the SARs Plan. The dividends and interest were payable when dividends would become payable under the SARs Plan, generally upon a participant’s death, disability, separation from service, unforeseeable emergency, or a change in control, each as defined by section 409A of the Code. Dividends and interest became distributable in connection with the Sempra Acquisition and were paid to participants in May 2018.

In August 2017, Oncor and Oncor Holdings entered into a letter agreement with Sempra and one of its wholly-owned subsidiaries (Sempra Letter Agreement). The Sempra Letter Agreement set forth certain rights and obligations of the parties and described certain corporate actions Oncor and Oncor Holdings would take in connection with the merger contemplated by the Sempra Merger Agreement, as well as conditions to Oncor’s and Oncor Holdings’ obligations to take those actions. The Sempra Letter Agreement provided that, for Oncor’s executive officers, the Sempra Acquisition would constitute a change in control or change of control under Oncor’s existing benefit plans and policies. The Sempra Letter Agreement also provided that if any executive officer chose to retire from or terminate his or her service with Oncor in connection with the closing of the Sempra Acquisition and notified Sempra of that choice within three months following the closing of the Sempra Acquisition, the executive would be paid any and all benefits (including change in control benefits) to which such executive officer would be entitled in connection with such retirement or termination, treating such retirement or termination as a resignation with “good reason,” a termination “without cause,” or a retirement under the relevant Oncor benefit plan. For more information regarding the Sempra Acquisition, see “Business and Properties ― EFH Bankruptcy Proceedings and Sempra Acquisition.”

In February 2018, our board of directors, upon the recommendation of the O&C Committee, approved our entrance into letter agreements with each of our executive officers at the time, other than Mr. Nye, who declined the opportunity to enter into such a letter agreement. The letter agreements memorialize Sempra’s commitments under the Sempra Letter Agreement with respect to executives who choose to retire from or terminate their service with Oncor in connection with the closing of the Sempra Acquisition. The letter agreements provide that for each executive who terminates employment with Oncor at any time during a stated protection period for any reason other than a termination by Oncor for cause (as defined in each benefit plan applicable to such executive), such executive will be entitled to any and all benefits to which the executive would be entitled to under each employee benefit plan in which the executive participates, including change in control benefits, with the amount of such benefits being based on the termination event that would result in the payment of the most favorable benefits to the executive. These letter agreements were effective upon closing of the Sempra Acquisition. The protection period under these letter agreements is twenty-four months from the date of the closing of the Sempra Acquisition for Mr. Davis and three months from the date of closing of the Sempra Acquisition for each other

147

executive who chose to enter into such a letter agreement. Each of our Named Executive Officers, other than Mr. Nye (who declined the opportunity to enter into such a letter agreement) and Mr. Henry (who was not an employee until after the Sempra Acquisition), entered into such a letter agreement effective March 8, 2018.

Effective upon the closing of the Sempra Acquisition, Mr. Shapard resigned from the office of Chief Executive and notified Oncor and Sempra of his intent to retire April 1, 2018. Mr. Guyton resigned from the office of Chief Customer Officer effective upon the closing of the Sempra Acquisition and notified Oncor and Sempra of his intent to retire July 1, 2018. On December 14, 2018, Mr. Davis delivered a letter indicating his intent to retire as Executive Vice President, Strategy and Planning, effective December 31, 2018. As a result of the letter agreements and each executive’s delivery of notice of his resignation/retirement prior to the end of the protection period in his letter agreement, each of Messrs. Shapard, Guyton and Davis were entitled to termination benefits under each benefit plan in which he participated that would result in the payment of the most favorable benefits to the executive.

148

1. Mr. Nye

Potential Payments to Mr. Nye Upon Termination ($)


Benefit	Voluntary	For Cause	Death	Disability	Without Cause or For Good Reason(1)	Without Cause or For Good Reason in Connection with Change in Control(2)

Cash Severance	-	-	-	-	4,065,183	5,729,244
Executive Annual Incentive Plan	-	-	737,061	737,061	-	-
Salary Deferral Program(3)	-	-	279,434	279,434	-	279,434
Long-Term Incentive Plan(4)	728,640	-	2,017,955	2,017,955	2,017,955	2,017,955
Performance Bonus Agreement	1,880,480	-	1,880,480	1,880,480	1,880,480	1,880,480
Health & Welfare
− Medical/COBRA	-	-	-	-	56,697	56,697
− Dental/COBRA	-	-	-	-	3,990	3,990
Outplacement Assistance	-	-	-	-	40,000	40,000
Totals	$2,609,120	$-	$4,914,930	$4,914,930	$8,064,305	$10,007,800

_________________

(1)

Reflects amounts payable pursuant to the Severance Plan.

(2)

Reflects amounts payable pursuant to the Change in Control Policy. Cash severance amount reflects both the cash severance payment and pro rata target bonus amount payable pursuant to that policy.

(3)

Amounts reported reflect the immediate vesting of unvested company matching contributions resulting from death, disability or the occurrence of termination without cause following a change in control. The Salary Deferral Program does not contain provisions relating to a termination for good reason.

(4)

Amounts reported reflect the combined amount of outstanding grants to the executive under the Long-Term Incentive Plan and assumes that target performance for each performance period was met.

149

2. Mr. Clevenger

Potential Payments to Mr. Clevenger Upon Termination ($)


Benefit	Voluntary	For Cause	Death	Disability	Without Cause or For Good Reason(1)	Without Cause or For Good Reason in Connection with Change in Control(2)

Cash Severance	-	-	-	-	829,716	2,807,864
Executive Annual Incentive Plan	-	-	318,716	318,716	-	-
Salary Deferral Program(3)	-	-	240,208	240,208	-	240,208
Long-Term Incentive Plan(4)	649,152	-	1,344,207	1,344,207	1,344,207	1,344,207
Health & Welfare
− Medical/COBRA	-	-	-	-	37,798	37,798
− Dental/COBRA	-	-	-	-	2,660	2,660
Outplacement Assistance	-	-	-	-	25,000	25,000
Totals	$649,152	$-	$1,903,131	$1,903,131	$2,239,381	$4,457,737

_________________

(1)

Reflects amounts payable pursuant to the Severance Plan.

(2)

Reflects amounts payable pursuant to the Change in Control Policy. Cash severance amount reflects both the cash severance payment and pro rata target bonus amount payable pursuant to that policy.

(3)

Amounts reported reflect the immediate vesting of unvested company matching contributions resulting from death, disability or the occurrence of a termination without cause following a change in control. The Salary Deferral Program does not contain provisions relating to termination for good reason.

(4)

Amounts reported reflect the combined amount of outstanding grants to the executive under the Long-Term Incentive Plan and assumes that target performance for each performance period was met.

150

3. Ms. Dennis

Potential Payments to Ms. Dennis Upon Termination ($)


Benefit	Retirement(1)	Voluntary	For Cause	Death	Disability	Without Cause or For Good Reason(2)	Without Cause or For Good Reason in Connection with Change in Control(3)

Cash Severance	-	-	-	-	-	732,692	1,470,336
Executive Annual Incentive Plan	236,112	-	-	236,112	236,112	-	-
Salary Deferral Program(4)	-	-	-	-	-	-	-
Long-Term Incentive Plan(5)	590,663	283,136	-	590,663	590,663	590,663	590,663
Health & Welfare
− Medical/COBRA	-	-	-	-	-	23,857	23,857
− Dental/COBRA	-	-	-	-	-	1,749	1,749
Outplacement Assistance	-	-	-	-	-	25,000	25,000
Totals	$826,775	$283,136	$-	$826,775	$826,775	$1,373,961	$2,111,605

_________________

(1)

Ms. Dennis participates in the traditional defined benefit component of the Oncor Retirement Plan and the Supplemental Retirement Plan, and because she has reached age 55 and achieved 15 years of accredited service, under the terms of the plans she is eligible to retire early upon termination of employment.

(2)

Reflects amounts payable pursuant to the Employee Severance Plan.

(3)

Reflects amounts payable pursuant to the Change in Control Policy. Cash severance amount reflects both the cash severance payment and pro rata target bonus amount payable pursuant to that policy.

(4)

Amounts reported reflect the immediate vesting of unvested company matching contributions resulting from retirement, death, disability or the occurrence of a termination without cause following a change in control. The Salary Deferral Program does not contain provisions relating to termination for good reason. Ms. Dennis was fully vested in the Salary Deferral Program as of December 31, 2018.

(5)

Amounts reported reflect the combined amount of outstanding grants to the executive under the Long-Term Incentive Plan and assumes that target performance for each performance period was met.

151

4. Mr. Greer

Potential Payments to Mr. Greer Upon Termination ($)


Benefit	Retirement(1)	Voluntary	For Cause	Death	Disability	Without Cause or For Good Reason(2)	Without Cause or For Good Reason in Connection with Change in Control(3)

Cash Severance	-	-	-	-	-	885,136	2,109,408
Executive Annual Incentive Plan	339,136	-	-	339,136	339,136	-	-
Salary Deferral Program(4)	183,391	-	-	257,091	257,091	-	257,091
Long-Term Incentive Plan(5)	1,425,942	674,176	-	1,425,942	1,425,942	1,425,942	1,425,942
Performance Bonus Agreement	192,720	192,720	-	192,720	192,720	192,720	192,720
Health & Welfare
− Medical/COBRA	-	-	-	-	-	37,798	37,798
− Dental/COBRA	-	-	-	-	-	2,644	2,644
Outplacement Assistance	-	-	-	-	-	25,000	25,000
Totals	$2,141,189	$866,896	$-	$2,214,889	$2,214,889	$2,569,240	$4,050,603

_________________

(1)

Mr. Greer participates in the traditional defined benefit component of the Oncor Retirement Plan and the Supplemental Retirement Plan, and because he has reached age 55 and achieved 15 years of accredited service, under the terms of the plans he is eligible to retire early upon termination of employment.

(2)

Reflects amounts payable pursuant to the Severance Plan.

(3)

Reflects amounts payable pursuant to the Change in Control Policy. Cash severance amount reflects both the cash severance payment and pro rata target bonus amount payable pursuant to that policy.

(4)

(5)

Amounts reported reflect the combined amount of outstanding grants to the executive under the Long-Term Incentive Plan and assumes that target performance for each performance period was met.

152

5. Mr. Henry

Potential Payments to Mr. Henry Upon Termination ($)


Benefit	Voluntary	For Cause	Death	Disability	Without Cause or For Good Reason(1)	Without Cause or For Good Reason in Connection with Change in Control(2)

Cash Severance	-	-	-	-	788,200	2,616,800
Executive Annual Incentive Plan	-	-	252,200	252,200	-	-
Salary Deferral Program(3)	-	-	26,096	26,096	-	26,096
Long-Term Incentive Plan(4)	-	-	252,463	252,463	252,463	252,463
Retention Agreement	-	-	1,263,467	1,263,467	1,263,467	1,263,467
Health & Welfare
− Medical/COBRA	-	-	-	-	37,798	37,798
− Dental/COBRA	-	-	-	-	2,660	2,660
Outplacement Assistance	-	-	-	-	25,000	25,000
Totals	$-	$-	$1,794,226	$1,794,226	$2,369,588	$4,224,284

_________________

(1)

Reflects amounts payable pursuant to the Severance Plan.

(2)

Reflects amounts payable pursuant to the Change in Control Policy. Cash severance amount reflects both the cash severance payment and pro rata target bonus amount payable pursuant to that policy..

(3)

(4)

Amounts reported reflect the combined amount of outstanding grants to the executive under the Long-Term Incentive Plan and assumes that target performance for each performance period was met.

153

6. Mr. Shapard

Potential Payments to Mr. Shapard Upon Termination ($)

(Reflects Amount Paid or Payable With Respect to his April 1, 2018 retirement)



Benefit		Retirement following the Sempra Acquisition (1) (2)

Cash Severance(3)		5,655,288
Executive Annual Incentive Plan		220,638
Salary Deferral Program(4)		520,300
Long-Term Incentive Plan(5)		3,018,976
Health & Welfare(6)
− Medical/COBRA		45,080
− Dental/COBRA		2,687
Outplacement Assistance		-
Totals		$9,462,969

_________________

(1)

Mr. Shapard retired from Oncor effective April 1, 2018. Amounts reported reflect amounts received by Mr. Shapard following his retirement pursuant to each of the benefit plans in which he participated at the time of his retirement. Pursuant to the terms of the letter agreement he entered into with Oncor in connection with the Sempra Acquisition, he received the most favorable benefits payable under each applicable plan. See “— Change in Control Policy —Sempra Acquisition” below for more information.

(2)

Mr. Shapard participates in the cash balance benefit component of the Oncor Retirement Plan and the Supplemental Retirement Plan, and because he had reached age 55 and achieved 15 years of accredited service, under the terms of the plans he was eligible to retire early upon termination of employment.

(3)

Reflects amounts paid as a result of Mr. Shapard’s termination of service following the Sempra Acquisition pursuant to the Change in Control Policy. Cash severance amount reflects both the cash severance payment and pro rata target bonus amount payable pursuant to that policy. See “— Change in Control Policy —Sempra Acquisition” below for more information regarding payments made in connection with certain executive officer retirements following the closing of the Sempra Acquisition.

(4)

Amounts reported reflect the immediate vesting of unvested company matching contributions.

(5)

Amounts reported reflect the combined amount of awards paid under the Long-Term Incentive Plan pursuant to the provisions relating to termination of service following a change in control. See “— Long-Term Incentive Plan” in the narrative following the Grants of Plan-Based Awards Table above for more information regarding payments made in connection with certain executive officer terminations of service in connection with the closing of the Sempra Acquisition.

(6)

Amounts reported reflect the company reimbursement Mr. Shapard is eligible to receive for the cost of coverage under our health care benefit plans pursuant to the Change in Control Policy.

154

7. Mr. Davis

Potential Payments to Mr. Davis Upon Termination ($)

(Reflects Amount Paid or Payable With Respect to his December 31, 2018 retirement)


Benefit	Retirement following the Sempra Acquisition (1) (2)

Cash Severance(3)	2,772,000
Executive Annual Incentive Plan	321,750
Salary Deferral Program(4)	250,214
Long-Term Incentive Plan(5)	1,388,855
Health & Welfare(6)
− Medical/COBRA	28,560
− Dental/COBRA	1,749
Outplacement Assistance	-
Totals	$4,763,128

_________________

(1)

Mr. Davis retired from Oncor effective December 31, 2018. Amounts reported reflect amounts received by Mr. Davis following his retirement pursuant to each of the benefit plans in which he participated at the time of his retirement. Pursuant to the terms of the letter agreement he entered into with Oncor in connection with the Sempra Acquisition, he received the most favorable benefits payable under each applicable plan. See “— Change in Control Policy —Sempra Acquisition” below for more information.

(2)

Mr. Davis participates in the traditional defined benefit component of the Oncor Retirement Plan and the Supplemental Retirement Plan, and because he had reached age 55 and achieved 15 years of accredited service, under the terms of the plans he was eligible to retire early upon termination of employment.

(3)

Reflects amounts paid as a result of Mr. Davis’s termination of service following the Sempra Acquisition pursuant to the Change in Control Policy. Cash severance amount reflects both the cash severance payment and pro rata target bonus amount payable pursuant to that policy. See “— Change in Control Policy —Sempra Acquisition” below for more information regarding payments made in connection with certain executive officer terminations of service in connection with the closing of the Sempra Acquisition.

(4)

Amounts reported reflect the immediate vesting of unvested company matching contributions.

(5)

(6)

Amounts reported reflect the company reimbursement Mr. Davis is eligible to receive for the cost of coverage under our health care benefit plans pursuant to the Change in Control Policy.

155

8. Mr. Guyton

Potential Payments to Mr. Guyton Upon Termination ($)

(Reflects Amounts Paid or Payable With Respect to his July 1, 2018 retirement)



Benefit			Retirement following the Sempra Acquisition (1)(2)

Cash Severance(3)			1,049,750
Executive Annual Incentive Plan			80,750
Salary Deferral Program(4)			194,105
Long-Term Incentive Plan(5)			411,775
Health & Welfare(6)
− Medical/COBRA			24,560
− Dental/COBRA			1,748
Outplacement Assistance			-
Totals			$1,762,688

_________________

(1)

Mr. Guyton retired from Oncor effective July 1, 2018. Amounts reported reflect amounts received by Mr. Guyton following his retirement pursuant to each of the benefit plans in which he participated at the time of his retirement. Pursuant to the terms of the letter agreement he entered into with Oncor in connection with the Sempra Acquisition, he received the most favorable benefits payable under each applicable plan. See “— Change in Control Policy —Sempra Acquisition” below for more information.

(2)

Mr. Guyton participates in the traditional defined benefit component of the Oncor Retirement Plan and the Supplemental Retirement Plan, and because he had reached age 55 and achieved 15 years of accredited service, under the terms of the plans he was eligible to retire early upon termination of employment.

(3)

Reflects amounts paid following Mr. Guyton’s termination of service following the Sempra Acquisition pursuant to the Change in Control Policy. Cash severance amount reflects both the cash severance payment and pro rata target bonus amount payable pursuant to that policy. See “— Change in Control Policy —Sempra Acquisition” below for more information regarding payments made in connection with certain executive officer terminations of service in connection with the closing of the Sempra Acquisition.

(4)

Amounts reported reflect the immediate vesting of unvested company matching contributions.

(5)

(6)

Amounts reported reflect the company reimbursement Mr. Guyton is eligible to receive for the cost of coverage under our health care benefit plans pursuant to the Change in Control Policy.

156

Change in Control Policy

We maintain a Change in Control Policy for our executive team, which consists of our executive officers and certain non-executive vice presidents. The purpose of this Change in Control Policy is to provide the payment of transition benefits to eligible executives if:

Their employment with the company or a successor is terminated within twenty-four months following a change in control of the company; and

They:

are terminated without cause, or

resign for good reason.

The Change in Control Policy provides for the payment of transition benefits to eligible executives if any of the following occur within 24 months following a change in control:

The executive is terminated without cause. Cause is defined as either (a) the definition in any executive’s applicable employment agreement or change in control agreement or (b) if there is no such employment or change in control agreement, cause exists: (i) if, in carrying out his or her duties to Oncor, an executive engages in conduct that constitutes (A) a breach of his or her fiduciary duty to Oncor, its subsidiaries or shareholders, (B) gross neglect or (C) gross misconduct resulting in material economic harm to Oncor or its subsidiaries, taken as a whole, or (ii) upon the indictment of the executive, or the plea of guilty or nolo contendere by the executive to, a felony or a misdemeanor involving moral turpitude.

The executive resigns for good reason. Good reason is defined as any of the following events or actions being taken without the executive’s consent: (a) a material reduction in the executive’s base salary, other than a broad-based reduction of base salaries of all similarly situated executives of the surviving corporation after a change in control, or subsidiary, as applicable, unless such broad-based reduction only applies to former executives of Oncor; (b) a material reduction in the aggregate level or value of benefits for which the executive is eligible, immediately prior to the change in control (as defined below), other than a broad-based reduction applicable on a comparable basis to all similarly situated executives; (c) a material reduction in the executive’s authority, duties, responsibilities or title, including a material reduction in the budget over which the executive retains authority; (d) the executive is required to permanently relocate outside of a fifty (50) mile radius of the executive’s principal residence; (e) the executive is asked or required to resign in connection with a change in control and does so resign; or (f) an adverse change in the executive’s (i) reporting level or responsibilities, (ii) title and/or scope of responsibility, (iii) management authority, or (iv) the scope or size of the business or entity for which the executive had responsibility, in each case as in effect immediately prior to the effective time of a change in control.

“Change in control” is defined in the Change in Control Policy as the occurrence of the following events: (a) the Sponsor Group ceases to beneficially own (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) a majority of our or our successor’s (by consolidation or merger) outstanding equity interest; (b) any sale, lease, exchange or other transfer (in one transaction or in a series of related transactions) of all, or substantially all, of our assets, other than to an entity (or entities) of which the Sponsor Group beneficially owns a majority of the outstanding equity interest; (c) individuals who as of August 1, 2015 constitute our board of directors (the Incumbent Board) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to August 1, 2015 whose election or nomination for election was approved by a vote of at least seventy-five percent (75%) of the directors comprising the Incumbent Board shall be, for purposes of this clause (c) considered as though such person were a member of the Incumbent Board; or (d) the consummation of a court-approved plan of reorganization in the proceeding styled In re Energy Future Holdings Corp., et al., Case No. 14-10979 (CSS), pending in the United States Bankruptcy Court for the District of Delaware. For purposes of this definition, the term “Sponsor Group” shall mean investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P., TPG Capital, L.P. and Goldman Sachs & Co.

Our executive officers are eligible to receive the following under the Change in Control Policy:

A one-time lump sum cash severance payment in an amount equal to the greater of (i) a multiple (3 times for our chief executive, our chief financial officer and our general counsel (Messrs. Nye, Clevenger, Henry and former executives Shapard and Davis), and 2 times for each other executive officer) of the sum of the executive’s (a) annualized base salary and (b) annual target incentive award for the year of termination or resignation, or (ii) the

157

amount determined under Oncor’s severance plan for non-executive employees (which pays two weeks of an employee’s pay for every year of service up to the 20th year of service, and three-weeks’ pay for every year of service above 20 years of service);

A cash bonus in an amount equal to a pro rata portion of the executive’s target annual incentive award for the year of termination;

Continued coverage at our expense under our health care benefit plans for the applicable COBRA period with the executive’s contribution for such plans being at the applicable employee rate for 18 months (unless and until the executive becomes eligible for benefits with another employer) and, if the executive is covered under our healthcare plans through the end of such period, at the end of such continued coverage the executive may continue participation in our health care plans at the applicable COBRA rate for 18 months, in the case of the chief executive officer or six months, in the case of each other executive, and Oncor will reimburse the executive the monthly difference between the applicable employee rate for such coverage and the COBRA rate paid by the executive for such period;

Outplacement assistance at our expense for 18 months, in the case of the chief executive officer, and one year, in the case of the other executive officers, up to a maximum of $40,000 for the chief executive officer, and $25,000 for other executives;

Reimbursement of reasonable legal fees and expenses incurred by an executive in disputing in good faith the benefits under the plan, up to a maximum of $250,000;

Any vested, accrued benefits to which the executive is entitled under our employee benefits plans, and

If any of the severance benefits described in the Change in Control Policy shall result in an excise tax pursuant to Code Sections 280G or 4999 of the Code, payable by the executive, a tax gross-up payment to cover such additional taxes, subject to reduction for certain Section 280G purposes.

The Change in Control Policy contains a one year non-solicitation period and provisions regarding confidentiality and non-disparagement and attaches a form of release agreement that each executive is required to sign prior to receipt of benefits under the policy. The Change in Control Policy also provides that for a period of one year after a termination contemplated by the plan, a participant may not recruit, solicit, induce or in any way cause any employee, consultant or contractor engaged by Oncor to terminate his/her relationship with Oncor. The Change in Control Policy may be amended by our board of directors or a duly authorized committee of our board of directors at any time, except that any amendments that materially decrease the benefits available to eligible participants cannot be made within 24 months of a change in control or while the company is in the process of negotiating a potential transaction that could constitute a change in control.

Sempra Acquisition

In August 2017, Oncor and Oncor Holdings entered into a letter agreement with Sempra and one of its wholly-owned subsidiaries (Sempra Letter Agreement). The Sempra Letter Agreement set forth certain rights and obligations of the parties and described certain corporate actions Oncor and Oncor Holdings would take in connection with the merger contemplated by the Sempra Merger Agreement, as well as conditions to Oncor’s and Oncor Holdings’ obligations to take those actions. The Sempra Letter Agreement provided that, for Oncor’s executive officers, the Sempra Acquisition would constitute a change in control or change of control under Oncor’s existing benefit plans and policies. The Sempra Letter Agreement also provided that if any executive officer chose to retire from or terminate his or her service with Oncor in connection with the closing of the Sempra Acquisition and notified Sempra of that choice within three months following the closing of the Sempra Acquisition, the executive would be paid any and all benefits (including change in control benefits) to which such executive officer would be entitled in connection with such retirement or termination, treating such retirement or termination as a resignation with “good reason,” a termination “without cause,” or a retirement under the relevant Oncor benefit plan. For more information regarding the Sempra Acquisition, see “Business and Properties ― EFH Bankruptcy Proceedings and Sempra Acquisition.”

158

in control benefits, with the amount of such benefits being based on the termination event that would result in the payment of the most favorable benefits to the executive. These letter agreements were effective upon closing of the Sempra Acquisition. The protection period under these letter agreements is twenty-four months from the date of the closing of the Sempra Acquisition for Mr. Davis and three months from the date of closing of the Sempra Acquisition for each other executive who chose to enter into such a letter agreement. Each of our Named Executive Officers, other than Mr. Nye (who declined the opportunity to enter into such a letter agreement) and Mr. Henry (who was not an employee until after the Sempra Acquisition), entered into such a letter agreement effective March 8, 2018.

The Sempra Acquisition closed March 9, 2018. Effective upon the closing of the Sempra Acquisition, Mr. Shapard resigned from the office of Chief Executive and notified Oncor and Sempra of his intent to retire April 1, 2018. Mr. Guyton resigned from the office of Chief Customer Officer effective upon the closing of the Sempra Acquisition and notified Oncor and Sempra of his intent to retire July 1, 2018. On December 14, 2018, Mr. Davis delivered a letter indicating his intent to retire as Executive Vice President, Strategy and Planning, effective December 31, 2018. As a result of the letter agreements and each executive’s delivery of notice of his resignation/retirement prior to the end of the protection period in his letter agreement, each of Messrs. Shapard, Guyton and Davis were entitled to termination benefits under each benefit plan in which he participated that would result in the payment of the most favorable benefits to the executive.

Severance Plan

We maintain the Severance Plan for our executive team, which consists of our executive officers and certain non-executive vice presidents. The purpose of the Severance Plan is to provide benefits to eligible executives who are not eligible for severance pursuant to another plan or agreement (including an employment agreement) and whose employment is involuntarily terminated for reasons other than:

Cause;

Disability of the employee, if the employee is a participant in our long-term disability plan, or

A transaction involving the company or any of its affiliates in which the employee is offered employment with a company involved in, or related to, the transaction.

The Severance Plan provides for severance payments to executives whose employment is involuntarily terminated for reasons other than:

Cause, which is defined as either (a) the definition in any executive’s applicable employment agreement or change in control agreement or, (b) if there is no such employment or change in control agreement, cause exists: (i) if, in carrying out his or her duties to the Company, an executive engages in conduct that constitutes (A) a breach of his or her fiduciary duty to Oncor, its subsidiaries or shareholders (including a breach or attempted breach of the restrictive covenants under the Severance Plan), (B) gross neglect or (C) gross misconduct resulting in material economic harm to Oncor or its subsidiaries, taken as a whole, or (ii) upon the indictment of the executive, or the plea of guilty or nolo contendere by the executive to a felony or a misdemeanor involving moral turpitude;

Participation in our employee long-term disability plan or any successor plan, or

A transaction involving the Company or any of its affiliates in which the executive is offered employment with a company involved in, or related to, the transaction.

Our executive officers are eligible to receive the following under the Severance Plan:

For covered executives other than our Chief Executive, a one-time lump sum cash severance payment in an amount equal to the greater of (i) the covered executive’s annualized base salary in effect immediately before the termination, plus the covered executives target annual incentive award for the year of the termination, or (ii) the amount determined under Oncor’s severance plan for non-executive employees;

For our Chief Executive, a one-time lump sum cash severance payment in an amount equal to the greater of: (i) (a) a multiple of two times base salary in effect immediately before the termination plus a multiple of two times the target annual incentive award for the year of termination, plus (b) the target annual incentive award for the year of the termination, or (ii) the amount determined under the Oncor Severance Plan for non-executive employees.

Continued coverage at our expense under the Company’s health care benefit plans for 18 months, with the executive’s contribution for such plans being at the applicable employee rate (unless and until the executive

159

becomes eligible for coverage for benefits through employment with another employer, at which time the executive’s required contribution shall be the applicable COBRA rate) and, if the executive is covered under our healthcare plans through the end of such period, at the end of such continued coverage the executive may continue participation in our health care plans at the applicable COBRA rate for 18 months, in the case of the chief executive officer, or six months, in the case of each other executive, and Oncor will reimburse the executive the monthly difference between the applicable employee rate for such coverage and the COBRA rate paid by the executive for such period;

Outplacement assistance at the company’s expense for 18 months, in the case of the chief executive officer, and one year, in the case of other executive officers, up to a maximum of $40,000 for the chief executive officer, and $25,000 for other executives, and

Any vested accrued benefits to which the executive is entitled under Oncor’s employee benefits plans.

In order to receive benefits under the plan, a participant must enter into an agreement and release within 45 days of being notified by us of such participant’s eligibility to receive benefits under the plan. The Severance Plan also provides that for a period of one year after a termination contemplated by the plan, a participant may not recruit, solicit, induce or in any way cause any employee, consultant or contractor engaged by Oncor to terminate his/her relationship with Oncor. The Severance Plan also contains provisions relating to confidentiality and non-disparagement.

Long-Term Incentive Plan

For information concerning change of control and termination payouts for awards granted under the Long-Term Incentive Plan, see the narrative that follows the Grants of Plan-Based Awards – 2018 table.

CEO Pay Ratio for Fiscal Year 2018

Pay Ratio

Our CEO to median employee pay ratio has been calculated in accordance with the recently adopted rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and is calculated in a manner consistent with Item 402(u) of Regulation S-K. Mr. Nye’s annual total compensation for 2018, as shown in the Summary Compensation Table above, was $4,374,529. However, Mr. Nye became CEO on March 9, 2018, prior to which time he served as our Senior Vice President, General Counsel and Secretary. To present a more accurate view of Mr. Nye’s compensation as CEO, we excluded the portion of his compensation that was earned before March 9, 2018 that was attributable to his role as Senior Vice President, General Counsel and Secretary. We then annualized his Salary, Non-Equity Incentive Plan compensation under the Executive Annual Incentive Plan, his Change in Pension value and Oncor contributions to the Salary Deferral Plan for the remaining portion of the year, and added the disclosed values of his Non-Equity Incentive Plan compensation under the Long-Term Incentive Plan, Performance Bonus Agreement, and the remaining All Other Compensation to arrive at a value of $4,535,461, used for the ratio of annual total compensation of our CEO to the annual total compensation for our median employee. We annualized Mr. Nye’s total compensation as follows:


Summary Compensation Table Components	Actual Values from Summary Compensation Table	For CEO Pay Ratio: Annualized Values + One-Time Values	Rationale
Salary	791,000	856,417	Annualized salary
Non-Equity Incentive Plan Compensation: Long-Term Incentive Plan	770,172	770,172	Not annualized
Non-Equity Incentive Plan Compensation: Executive Annual Incentive Plan	818,138	903,089	Annualized for target EAIP equal to 95% of salary
Performance Bonus Agreement	1,880,480	1,880,480	Not annualized
Change in Pension	10,062	15,393	Annualized
All Other Compensation	104,677	109,910	Annualized Oncor contributions to the Salary Deferral Program
Total CEO Pay	4,374,529	4,535,461

160

The median Oncor employee’s annual total compensation in 2018 (other than Mr. Nye) was 115,965, calculated using the same methodology as used in the calculation of the Summary Compensation Table, consisting of base salary, bonus, non-equity incentive plan compensation, change in pension value and non-qualified deferred compensation earnings, and all other compensation (for the median employee, all other compensation consisted of the Oncor Thrift Plan company match). As a result, the ratio of Mr. Nye’s annual total compensation in 2018 to the median annual total compensation of all Oncor employees (other than Mr. Nye) in 2018 was 39:1, when calculated in a manner consistent with item 402(u) of Regulation S-K.

Identification of Median Employee

Because there have been no meaningful changes to our employee population or a change in employee compensation arrangements that we believe would result in a significant modification to the pay ratio disclosure, for 2018 we have used the same median employee identified in 2017. To identify the median employee in 2017, we evaluated all employees, other than the CEO, employed by Oncor as of October 31, 2017 and calculated each such employee’s total cash compensation received through October 31, 2017. Total cash compensation consists of base pay, any incentive compensation, bonuses, and any other cash payments, including, without limitation, any overtime adjustments, overtime meals, taxable reimbursable expenses, holiday pay, and salary deferral program payouts. We did not make any material assumptions, adjustments, or estimates with respect to total cash compensation and we did not annualize the compensation for any full-time employees that were not employed by us for all of 2017. The total compensation of each employee other than the CEO was then ranked lowest to highest to determine the median employee.

Annual Total Compensation

After identifying the median employee based on total cash compensation, as described above, we calculated annual total compensation for such employee using the same methodology we use for our Named Executive Officers as set forth in the Summary Compensation Table above.

Risk Assessment of Compensation Policies and Practices

The O&C Committee reviews the compensation policies and practices applicable to Oncor’s employees (both executive and non-executive) annually during the first quarter of the year in order to determine whether such compensation policies and practices create risks that are reasonably likely to have a material adverse effect on Oncor. In February 2019 the O&C Committee concluded that current compensatory policies and practices do not create risks that are reasonably likely to have a material adverse effect on Oncor. In arriving at this conclusion, the O&C Committee discussed with management the various compensation policies and practices of the company and the compensation payable pursuant to each, and evaluated whether the compensation payable under each plan or policy could result in (i) incenting employees to take risks that could result in a material adverse effect to Oncor, or (ii) payments by the company significant enough to cause a material adverse effect to Oncor.

We believe that the following factors in our employee compensation program limit risks that could be reasonably likely to have a material adverse effect on the company:

Our compensation program is designed to provide a mix of base salary, annual cash incentives and (for eligible employees) long-term cash incentives, which we believe motivates employees to perform at high levels while mitigating any incentive for short-term risk-taking that could be detrimental to our company’s long-term best interests.

Our annual cash incentives for both executives and non-executives contain maximum payout levels, which help avoid excessive total compensation and reduce the incentive to engage in unnecessarily risky behavior.

The funding percentages under the Executive Annual Incentive Plan and the non-executive employee annual incentive plan are based on the performance of our total company, which mitigates any incentive to pursue strategies that might maximize the performance of a single business group to the detriment of the company as a whole.

We place an emphasis on individual, non-financial performance metrics in determining individual compensation amounts, serving to restrain the influence of objective factors on incentive pay and providing management (in the case of non-executive employees) and the O&C Committee (in the case of executive employees) the discretion to adjust compensation downward if behaviors are not consistent with Oncor’s business values and objectives.

161

Long-term incentives for eligible employees under the Long-Term Incentive Plan are measured over three years to ensure employees have significant value tied to the long-term performance of the company.

We have internal controls over financial reporting and other financial, operational and compliance policies and practices designed to keep our compensation programs from being susceptible to manipulation by any employee, including our executive officers.

Director Compensation

The O&C Committee determines compensation for members of our board of directors. Directors who are current officers of Oncor and the directors appointed by Sempra (through Oncor Holdings) and Texas Transmission do not receive any fees for service as a director. See “Item 10. Directors, Executive Officers and Corporate Governance – Director Appointments” for information regarding the appointment of directors. Oncor reimburses all directors for reasonable expenses incurred in connection with their services as directors.

The table below sets forth information regarding the aggregate compensation paid to the members of our board of directors during the fiscal year ended December 31, 2018, other than E. Allen Nye, Jr. and Robert S. Shapard, whose compensation from Oncor is discussed in “Executive Compensation – Summary Compensation Table.” Mr. Nye did not receive any compensation for service on our board of directors. Mr. Shapard, who retired effective April 1, 2018, did not receive any compensation for service on our board of directors for periods prior to April 1, 2018, and received an aggregate of $375,000 in 2018 director fees for his service as our Chairman of the Board (of which an aggregate of $22,500 was attributable to service as a director of Oncor Holdings and was paid by Oncor but reimbursed to Oncor by Oncor Holdings.)



Name	Director Fees Earned or Paid in Cash ($)	SARs Exercise Opportunity Interest Accrual on Dividends ($)(1)	Total ($)
James R. Adams (2)	268,750	-	268,750
Thomas M. Dunning (3)	281,250	166	281,416
Robert A. Estrada (4)	246,250	42	246,292
Rhys Evenden (5)	-	-	-
Thomas D. Ferguson (6)	-	-	-
Printice L. Gary (7)	236,250	-	236,250
William T. Hill, Jr. (8)	251,250	-	251,250
Timothy A. Mack (9)	231,250	-	231,250
Jeffrey W. Martin (10)	-	-	-
Tania Ortiz (11)	-	-	-
Debra L. Reed (12)	-	-	-
Richard W. Wortham III (13)	246,250	83	246,333
Kneeland Youngblood (14)	-	-	-
Steven J. Zucchet (15)	-	-	-

_______________

(1)

Under the Director SARs Plan, dividends that are paid in respect of Oncor membership interests while the SARs are outstanding are credited to the SARs holder’s account as if the SARs were units of Investment LLC, payable upon the earliest to occur of death, disability, separation from service, unforeseeable emergency or a change in control. In November 2012 our board of directors accepted for early exercise all outstanding SARs issued under the Director SARs Plan upon the same terms as the SARs Exercise Opportunity offered to management. As part of such exercise, each participant in the Director SARs Plan agreed that he would be entitled to no further dividend accruals after the date of such exercise, but that the dividend account would accumulate interest until such dividends became payable pursuant to the SARs Plan. Amounts in this column include interest accruals in 2018 for each Director SARs Plan participant. The dividends became payable upon closing of the Sempra Acquisition and all director dividend and interest accounts were distributed in May 2018.

(2)

Mr. Adams’ “Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (a) for his service in the first quarter of 2018, prior to the April 1, 2018 revisions to our director compensation fees: (i) $42,500

162

for service as a director (of which amount $4,250 was attributable to his service as a member of the board of directors of Oncor Holdings), (ii) $37,500 for serving as our chairman, and (iii) $20,000 for the extra service required of directors in 2018, as discussed in more detail in the narrative immediately following this table; and (b) for his service as a director for the quarterly periods beginning April 1, 2018, $56,250 per quarter.

(3)

Mr. Dunning’s “Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears (a) for his service in the first quarter of 2018, prior to the April 1, 2018 revisions to our director compensation fees: (i) $42,500 for service as a director (of which amount $4,250 was attributable to his service as an Oncor Holdings director), (ii) $12,500 for serving as our lead disinterested independent director, and (iii) $20,000 for the extra service required of directors in 2018, as discussed in more detail in the narrative immediately following this table; and (b) for his service as a director for the quarterly periods beginning April 1, 2018: (i) $56,250 per quarter (of which $3,375 was attributable to his service as a member of the board of directors of Oncor Holdings), and (ii) $12,500 per quarter for serving as our lead disinterested director.

(4)

Mr. Estrada’s “Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (a) for his service in the first quarter of 2018, prior to the April 1, 2018 revisions to our director compensation fees: (i) $42,500 for service as a director (of which amount $4,250 was attributable to his service as an Oncor Holdings director), (ii) $3,750 for serving as chair of the Audit Committee of our board of directors, and (iii) $20,000 for the extra service required of directors in 2018, as discussed in more detail in the narrative immediately following this table; and (b) for his service as a director for the quarterly periods beginning April 1, 2018: (i) $56,250 per quarter (of which $3,375 was attributable to his service as a member of the board of directors of Oncor Holdings), and (ii) $3,750 per quarter for serving as the chair of the Audit Committee of our board of directors.

(5)

Mr. Evenden joined our board of directors effective October 21, 2014, as one of the directors appointed by Texas Transmission pursuant to its rights set forth in the LLC Agreement. Mr. Evenden does not receive any compensation from Oncor for serving on our board of directors.

(6)

Mr. Ferguson served until the March 9, 2018 closing of the Sempra Acquisition. Mr. Ferguson was appointed to the board by EFH Corp. (through Oncor Holdings) and did not receive any compensation from Oncor for serving on our board of directors.

(7)

Mr. Gary’s “Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (a) for his service in the first quarter of 2018, prior to the April 1, 2018 revisions to our director compensation fees: (i) $42,500 for service as a director (of which amount $4,250 was attributable to his service as an Oncor Holdings director), (ii) $5,000 for serving as a special independent director, and (iii) $20,000 for the extra service required of directors in 2018, as discussed in more detail in the narrative immediately following this table; and (b) for his service as a director for the quarterly periods beginning April 1, 2018, $56,250 per quarter (of which $3,375 was attributable to his service as a member of the board of directors of Oncor Holdings).

(8)

Mr. Hill’s “Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (a) for his service in the first quarter of 2018, prior to the April 1, 2018 revisions to our director compensation fees: (i) $42,500 for service as a director (of which amount $4,250 was attributable to his service as an Oncor Holdings director), (ii) $5,000 for serving as a special independent director, (iii) $3,750 for serving as chair of the Nominating & Governance Committee of our board of directors, and (iv) $20,000 for the extra service required of directors in 2018, as discussed in more detail in the narrative immediately following this table; and (b) for his service as a director for the quarterly periods beginning April 1, 2018: (i) $56,250 per quarter (of which $3,375 was attributable to his service as a member of the board of directors of Oncor Holdings), and (ii) $3,750 per quarter for serving as the chair of the Nominating and Governance Committee of our board of directors.

(9)

Mr. Mack’s “Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (a) for his service in the first quarter of 2018, prior to the April 1, 2018 revisions to our director compensation fees: (i) $42,500 for service as a director (of which amount $4,250 was attributable to his service as an Oncor Holdings director), and (ii) $20,000 for the extra service required of directors in 2018, as discussed in more detail in the narrative immediately following this table; and (b) for his service as a director for the quarterly periods beginning April 1, 2018, $56,250 per quarter (of which $3,375 was attributable to his service as a member of the board of directors of Oncor Holdings).

(10)

Mr. Martin was appointed to our board of directors by Sempra (through Oncor Holdings) upon closing of the Sempra Acquisition on March 9, 2018. Mr. Martin does not receive any compensation for serving as a member of our board of directors.

(11)

Ms. Ortiz was appointed to our board of directors by Sempra (through Oncor Holdings) effective July 16, 2018. Ms. Ortiz does not receive any compensation for serving as a member of our board of directors.

(12)

Ms. Reed was appointed to our board of directors by Sempra (through Oncor Holdings) upon closing of the Sempra Acquisition on March 9, 2018 and served on our board of directors until July 16, 2018. Ms. Reed did not receive any compensation for serving as a member of our board of directors.

163

(13)

Mr. Wortham’s “Fees Earned or Paid in Cash” column reflects the following fees, paid quarterly in arrears: (a) for his service in the first quarter of 2018, prior to the April 1, 2018 revisions to our director compensation fees: (i) $42,500 for service as a director (of which amount $4,250 was attributable to his service as an Oncor Holdings director), (ii) $3,750 for serving as chair of the O&C Committee of our board of directors, and (iii) $20,000 for the extra service required of directors in 2018, as discussed in more detail in the narrative immediately following this table; and (b) for his service as a director for the quarterly periods beginning April 1, 2018: (i) $56,250 per quarter (of which $3,375 was attributable to his service as a member of the board of directors of Oncor Holdings), and (ii) $3,750 per quarter for serving as the chair of the O&C Committee of our board of directors.

(14)

Mr. Youngblood served until the March 9, 2018 closing of the Sempra Acquisition. Mr. Youngblood was appointed to the board by EFH Corp. (through Oncor Holdings) and did not receive any compensation from Oncor for serving on our board of directors.

(15)

Mr. Zucchet was appointed to our board of directors by Texas Transmission and did not receive any compensation for service as a member of our board of directors.

Director Fees

Director Fees Effective April 1, 2018

The O&C Committee determines director compensation for the disinterested directors on our board of directors and our non-executive chairman of the board. All director fees are paid quarterly, in arrears. Effective as of April 1, 2018, our non-executive chairman (Mr. Shapard, who resigned as Chief Executive upon closing of the Sempra Acquisition but remained on our board of directors) and each of our Disinterested Directors (as defined in our Limited Liability Company Agreement) serving in such role as of the end of each of the second, third and fourth quarters of 2018 received a quarterly retainer fee of $56,250 for service on our board of directors (of which amount $3,375 for Messrs. Dunning, Estrada, Gary, Hill, Mack, Shapard and Wortham, is attributable to such director’s service as a member of the board of directors of Oncor Holdings and is paid by Oncor but reimbursed to Oncor by Oncor Holdings).

In addition to the retainer fees discussed above, each board committee chair received an additional $3,750 quarterly fee for the extra responsibilities associated with such position, our lead disinterested director (Mr. Dunning) received an additional $12,500 quarterly fee for the additional duties associated with that position, and our chairman (Mr. Shapard) received an additional $68,750 quarterly fee for the additional duties associated with that position (of which amount $4,125 is attributable to his service as chairman of the board of directors of Oncor Holdings and is paid by Oncor but reimbursed to Oncor by Oncor Holdings). For a description of the independence standards applicable to our Disinterested Directors, see “Certain Relationships and Related Transactions, and Director Independence.”

Our Limited Liability Company Agreement provides that each of Sempra and Texas Transmission has the right to appoint two directors to our board of directors. None of those four director positions (currently held by Messrs. Evenden, Martin, and Zucchet and Ms. Ortiz) receives compensation from us for his or her service as a director. Mr. Nye, our Chief Executive, does not receive compensation for his service as a director.

Director Fees Prior to April 1, 2018

For the first quarter of 2018, each of our independent directors serving in such role as of the end of the first quarter received a quarterly retainer fee of $42,500 for service on our board of directors (of which amount $4,250 is paid by Oncor but reimbursed by Oncor Holdings for service on the Oncor Holdings’ board of directors). In addition to the retainer fees, each board committee chair received an additional $3,750 quarterly fee for the extra responsibilities associated with such position, our lead independent director (Mr. Dunning) received an additional $12,500 quarterly fee for the additional duties associated with that position, our chairman (Mr. Adams) received an additional $37,500 quarterly fee for the additional duties associated with that position and each of our Special Independent Directors (as defined in our limited liability company agreement in effect immediately prior to the Sempra Acquisition) received an additional quarterly fee of $5,000 to compensate for their additional responsibilities as Special Independent Directors. For a description of the independence standards applicable to our independent directors, see “Certain Relationships and Related Transactions, and Director Independence.” Our independent directors (Messrs. Adams, Dunning, Estrada, Gary, Hill, Mack, and Wortham) also received an additional quarterly cash payment of $20,000, paid in arrears, in recognition of the additional time commitments and responsibilities to Oncor business matters required of independent directors in the first quarter.

In October 2018, the O&C Committee engaged PricewaterhouseCoopers LLP to conduct competitive market analyses of independent directors compensation, using the same peer group and methodology used in the October 2018

164

analysis of executive compensation. See “Executive Compensation - Compensation Discussion and Analysis – Overview – Market Data” for a description of this peer group and methodology. No changes to director compensation were made as a result of this review.

Purchases of Class B Interests

Eligible participants in the Equity Interests Plan included non-employee directors, and our board of directors has granted independent directors the option to purchase Class B Interests pursuant to the Equity Interests Plan. For a description of the Equity Interests Plan, which terminated in accordance with its terms in November 2018, see “– Elements of Compensation – Previous Long-Term Incentives – Equity Interests Plan and Management Investment Opportunity.”

Effective January 2009, three of our current disinterested directors, Messrs. Dunning, Estrada, and Wortham, purchased the following amounts of Class B Interests pursuant to the Equity Interests Plan: Dunning: 20,000, Estrada: 5,000, and Wortham: 10,000. Similar to the Management Investment Opportunity, these Class B Interests were purchased at a price of $10.00 per unit. In connection with their investments, these directors entered into director stockholder agreements and sale participation agreements which contain, among other things, restrictions on transferring Class B Interests and certain drag-along and piggy-back equity sale rights.

In connection with these investments, Oncor Holdings sold 55,000 of its equity interests in Oncor to Investment LLC at a price of $10.00 per unit pursuant to the terms of a revolving stock purchase agreement. For a description of the revolving stock purchase agreement, see “– Elements of Compensation – Previous Long-Term Incentives – Equity Interests Plan and Management Investment Opportunity.”

On March 9, 2018, Oncor entered into the OMI Agreement with Investment LLC, Oncor Holdings and Sempra. Investment LLC held 1,396,008 of the OMI Interests, which represented 0.22% of the outstanding membership interests in Oncor. Pursuant to the OMI Agreement, concurrent with the closing of the Sempra Acquisition, Investment LLC transferred to Oncor Holdings all of the OMI Interests in exchange for $25,959,261 in cash, which represents approximately $18.60 for each OMI Interest. OMI in turn transferred approximately $18.575 per Class B Interest held to each of the Class B Interest holders (representing the amount paid by Oncor Holdings to Investment LLC minus approximately $34,000 retained by Investment LLC for potential projected tax liability) in May 2018. Following such transfer, the holders of the Class B Interests were entitled to receive certain distributions related to certain allocable tax liabilities.

Director Stock Appreciation Rights Settlement

In February 2009, Oncor implemented the Director SARs Plan to allow participants to participate in the economic equivalent of the appreciation of Oncor’s LLC Units. Each of the independent directors who purchased Class B Interests in January 2009 received one SAR for each Class B Interest purchased. In November 2012, in connection with the SARs Exercise Opportunity offered to management, our board of directors accepted for early exercise all outstanding SARs issued under the Director SARs Plan, pursuant to the provision of the Director SARs Plan that permits the board of directors to accelerate the vesting and exercisability of SARs. At the time of such exercise, all outstanding SARs under the Director SARs Plan were vested. The November 2012 exercise of SARs entitled each participant in the Director SARs Plan, to: (1) an exercise payment, paid in 2012; and (2) the accrual of interest on all dividends declared to date with respect to the SARs, and no further dividend accruals. As a result, we began accruing interest on the following amounts of dividends for current disinterested directors: Mr. Dunning, $26,140, Mr. Estrada, $6,535; and Mr. Wortham, $13,070. These interest payments are payable in connection with payment of the dividends under the Director SARs Plan. The Director SARs Plan remained in effect solely with respect to the payment of the dividends and interest, which were payable upon the earliest to occur of death, disability, separation from service, unforeseeable emergency or a change in control, each as defined in Section 409A of the Code. As a result of the closing of the Sempra Acquisition, all such dividends and interest were paid on April 30, 2018 to the participants in the Director SARs Plan. The Director SARs Plan terminated in accordance with its terms in November 2018.

165

Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED EQUITY HOLDER MATTERS

Equity Compensation Plan Information

As of December 31, 2018, Oncor had no compensation plans in place that authorized the issuance of equity securities of Oncor. Oncor previously had the SARs Plan and Director Stock Appreciation Rights Plan (collectively, the Plans), which provided for the issuance of SARs. However, all SARs issued under those Plans were accepted for early exercise in 2012 and the Plans remained in effect thereafter solely for the limited purpose of the timing of certain payments related to the early exercise of all outstanding SARs. Under both Plans, dividends that were paid in respect of Oncor membership interests while the SARs were outstanding were credited to the SARs holder’s account as if the SARs were units, payable upon the earliest to occur of death, disability, separation from service, unforeseeable emergency, a change in control, or the exercise of the SARs. As part of their 2012 exercise agreements, participants in the Plans agreed that no further dividends would accrue, and that instead interest would accrue on all dividends declared to date, with both interest and dividend amounts becoming payable at the time dividends become payable pursuant to the terms of the Plans. The dividends and interest became payable as a result of the closing of the Sempra Acquisition, and were paid to the participants in the Plans on April 30, 2018. The Plans terminated in accordance with their terms in November 2018.

Our executive officers, certain key employees and independent members of our board of directors were given the option to purchase Class B Interests of Investment LLC in 2008, pursuant to the 2008 Management Investment Opportunity offered under the Equity Interests Plan. Each participant in the 2008 Management Investment Opportunity purchased Class B Interests at a price of $10.00 per unit, which was the same price per unit as the price per unit paid by Texas Transmission in connection with its November 2008 investment in Oncor. In August 2011, Mr. Nye purchased Class B Interests in Investment LLC for $12.25 per unit (the fair market value of the Class B Interests, as determined by our board of directors based on a third party independent analysis) pursuant to the 2011 Management Investment Opportunity. Because the Class B Interests in each of the 2011 Management Investment Opportunity and the 2008 Management Investment Opportunity were purchased for fair market value, and it was expected that any future issuances under the Equity Interests Plan would be subject to the same purchase requirement, we did not consider the grants to be compensation. On March 9, 2018, pursuant to the OMI Agreement, concurrent with the closing of the Sempra Acquisition, Investment LLC transferred to Oncor Holdings all of the OMI Interests in exchange for $26 million in cash, which represents approximately $18.60 for each OMI Interest. The Equity Interests Plan terminated in accordance with its terms in November 2018. Refer to “Directors, Executive Officers and Corporate Governance — Compensation Discussion and Analysis — Compensation Elements — Long Term Incentives — Equity Interests Plan and Management Investment Opportunity” and “Director Compensation – Purchases of Class B Interests” for a more detailed discussion of the Equity Interests Plan, 2008 Management Investment Opportunity, 2011 Management Investment Opportunity, and OMI Agreement.

Security Ownership of Certain Beneficial Owners and Management

The following table lists the number of limited liability company units (LLC Units) of Oncor beneficially owned at February 22, 2019 by the holders of more than 5% of our LLC Units, our current directors and the Named Executive Officers listed in “Item 11. Executive Compensation – Summary Compensation Table.”

The amounts and percentages of LLC Units beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

166



Name	Amount and Nature of Beneficial Ownership	Percent of Class

Sempra Energy (1)	509,587,500	80.25%
Texas Transmission Investment LLC (2)	125,412,500	19.75%
Name of Director or Named Executive Officer
James R. Adams	―	―
Don J. Clevenger	―	―
David M. Davis (3)	―	―
Deborah L. Dennis	―	―
Thomas M. Dunning	―	―
Robert A. Estrada	―	―
Rhys Evenden (4)	―	―
Printice L. Gary	―	―
James A. Greer	―	―
Michael E. Guyton (5)	―	―
Matthew C. Henry	―	―
William T. Hill, Jr.	―	―
Timothy A. Mack	―	―
Jeffrey W. Martin(6)	―	―
E. Allen Nye, Jr.	―	―
Tania Ortiz(6)	―	―
Robert S. Shapard	―	―
Richard W. Wortham III	―	―
Steven J. Zucchet (7)	―	―
All current directors and executive officers as a group (19 persons)	―	―


(1)		Oncor Holdings beneficially owns 509,587,500 LLC Units of Oncor. The sole member of Oncor Holdings is STIH, whose sole member is STH. STH is wholly owned by Sempra Energy. The address of Oncor Holdings is 1616 Woodall Rodgers Freeway, Dallas, TX 75202 and each of STIH and STH is 488 8th Avenue, San Diego, CA 92101.

167

(2)		Texas Transmission beneficially owns 125,412,500 LLC Units of Oncor. The sole member of Texas Transmission is Texas Transmission Finco, LLC (TTHC Finco), whose sole member is Texas Transmission Holdings Corporation (TTHC). The address of each of Texas Transmission, TTHC Finco, and TTHC is 1105 North Market Street, Suite 1300, Wilmington, DE 19801. BPC Health Corporation (BPC Health) and Borealis Power Holdings Inc. (Borealis Power) may be deemed, as a result of their ownership of 49.5% of the shares of Class A Common Stock of TTHC (Class A Shares) and 49.5% of the shares of Class B Common Stock of TTHC (Class B Shares), respectively, and certain provisions of TTHC’s Shareholders Agreement (which provide that BPC Health and Borealis Power, when acting together with Cheyne Walk Investment Pte Ltd or Hunt Strategic Utility Investment, L.L.C., may direct TTHC in certain matters), to have beneficial ownership of the 125,412,500 LLC Units owned by Texas Transmission. OMERS Administration Corporation (OAC), acting through its infrastructure entity, BPC Penco Corporation, beneficially owns BPC Health and, therefore, OAC may also be deemed to have beneficial ownership of such LLC Units. Borealis Power is wholly owned by Borealis Infrastructure Corporation and Borealis Management Trust owns 70% of the voting shares of Borealis Infrastructure Corporation. The trustee of Borealis Management Trust is Borealis Infrastructure Holdings Corporation and, therefore, Borealis Infrastructure Holdings Corporation may also be deemed to have beneficial ownership of such LLC Units. The address of OAC is 900-100 Adelaide Street West, Toronto, Ontario, Canada M5H OE2. The address of Borealis Infrastructure Holdings Corporation is 333 Bay Street, Suite 2400, Toronto, Ontario, Canada M5H 2T6. Cheyne Walk Investment Pte Ltd (Cheyne Walk) may be deemed, as a result of its ownership of 49.5% of each of the Class A Shares and the Class B Shares, and certain provisions of TTHC’s Shareholders Agreement (which provide that Cheyne Walk, when acting together with BPC Health and Borealis Power or Hunt Strategic Utility Investment L.L.C., may direct TTHC in certain matters), to have beneficial ownership of the 125,412,500 LLC Units owned by Texas Transmission. Cheyne Walk is managed and controlled by GIC Special Investments Pte Ltd (GICSI). GICSI is wholly owned by GIC Private Limited (GIC), and is the private equity and infrastructure investment arm of GIC. GIC is an investment management company established to manage Singapore’s reserves and is wholly owned by the Government of Singapore. The address of each of Cheyne Walk, GICSI and GIC is 168 Robinson Road, #37-01, Capital Tower, Singapore 068912. Hunt Strategic Utility Investment, L.L.C. (Hunt Strategic) may be deemed, as a result of its ownership of 1% of each of the Class A Shares and the Class B Shares, and certain provisions of TTHC’s Shareholders Agreement (which provide that Hunt Strategic, when acting together with BPC Health and Borealis Power or Cheyne Walk, may direct TTHC in certain matters), to have beneficial ownership of the 125,412,500 LLC Units owned by Texas Transmission. Ray L. Hunt beneficially owns Hunt Strategic and therefore Mr. Hunt may also be deemed to have beneficial ownership of such LLC Units. The address of each of Hunt Strategic and Mr. Hunt is 1900 North Akard, Dallas, Texas 75201.
(3)		Mr. Davis retired and resigned as an executive officer effective December 31, 2018.
(4)		Mr. Evenden is Head of Infrastructure – North America for GICSI and a member of the board of directors, Treasurer, and Senior Vice President of TTHC. Mr. Evenden does not have voting or investment power over, and disclaims beneficial ownership of, the LLC Units held by Texas Transmission. The address of Mr. Evenden is c/o GIC Special Investments Pte Ltd, 280 Park Avenue, 9th Floor, New York, NY 10017.
(5)		Mr. Guyton retired and resigned as an executive officer effective July 1, 2018.
(6)		Each of Mr. Martin and Ms. Ortiz are executive officers of Sempra or affiliates of Sempra. Sempra indirectly owns 508,191,492 LLC Units of Oncor, accounting for 80.25% of Oncor’s issued and outstanding LLC Units.
(7)		Mr. Zucchet is a member of the board of directors and holds the office of Managing Director of OMERS Infrastructure Management Inc. and is a member of the board of directors and Senior Vice President of TTHC. Mr. Zucchet does not have voting or investment power over, and disclaims beneficial ownership of, the LLC Units held by Texas Transmission. The address of Mr. Zucchet is c/o OMERS Infrastructure Management Inc., 900-100 Adelaide Street West, Toronto, Ontario, Canada M5H OE2.

168

Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Our board of directors has adopted a written policy regarding related person transactions as part of our corporate governance guidelines. Under this policy, a related person transaction shall be consummated or shall continue only if:

the Audit Committee of our board of directors approves or ratifies such transaction in accordance with the policy and if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party;

the transaction is approved by the disinterested members of the board of directors; or

the transaction involves compensation approved by the O&C Committee of the board of directors.

For purposes of this policy, the term “related person” means any related person pursuant to Item 404 of Regulation S-K of the Securities Act, except (i) prior to the Sempra Acquisition, transactions with EFH Corp., its subsidiaries and certain entities owning or controlling more than 49% of Oncor’s equity interests, which were subject to restrictions set forth in our limited liability company agreement in effect at the time, and (ii) following the Sempra Acquisition, transactions with Sempra and its affiliates (other than the Oncor Ring-Fenced Entities), which transactions are subject to restrictions set forth in our current Limited Liability Company Agreement.

A “related person transaction” is a transaction between us and a related person (including any transactions requiring disclosure under Item 404 of Regulation S-K under the Securities Act, if applicable), other than the types of transactions described below, which are deemed to be pre-approved by the Audit Committee:

any compensation paid to an executive officer or director if the compensation is reported (or would have been reported, in the case of executive officers that are not named executive officers) under Item 402 of Regulation S-K of the Securities Act, provided that such executive officer or director is not an immediate family member of an executive officer or director and provided that the board of directors or the O&C Committee has approved such compensation;

any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s ownership interests;

any charitable contribution, grant or endowment by us to a charitable organization, foundation or university at which a related person’s only relationship is as an employee (other than an executive officer) or director;

any transaction with a partnership in which a related person’s only relationship is as a limited partner, and the related person is not a general partner and does not hold another position in the partnership, and all related persons have an interest of less than 10% in the partnership;

transactions where the related person’s interest arises solely from the ownership of Oncor’s equity securities and all holders of that class of equity securities received the same benefit on a pro rata basis;

transactions involving a related party where the rates or charges involved are determined by competitive bids;

any transaction with a related party involving the rendering of services as a common or contract carrier, or public utility, as rates or charges fixed in conformity with law or governmental authority;

any transaction with a related party involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar service;

transactions available to all employees or customers generally (unless required to be disclosed under Item 404 of Regulation S-K of the Securities Act, if applicable);

10.

transactions involving less than $100,000 when aggregated with all similar transactions;

11.

transactions between Oncor and its subsidiaries or between subsidiaries of Oncor;

12.

transactions not required to be disclosed under Item 404 of Regulation S-K of the Securities Act; and

169

13.

open market purchases of Oncor or its subsidiaries’ debt or equity securities and interest payments on such debt securities.

Our board of directors has determined that it is appropriate for its Audit Committee to review and approve or ratify related person transactions. In unusual circumstances, we may enter into related person transactions in advance of receiving approval, provided that such related person transactions are reviewed and ratified as soon as reasonably practicable by the Audit Committee of the board of directors. If the Audit Committee determines not to ratify such transactions, we shall make all reasonable efforts to cancel or otherwise terminate such transactions.

The agreements described below under the heading “Related Party Transactions” were generally approved prior to the adoption of our related party transactions policy or, in the case of the “Transactions Related to the Sempra Acquisition” and our Limited Liability Company Agreement, were approved prior to Sempra becoming a related party in connection with the Sempra Acquisition. Except as otherwise indicated, these agreements were approved by our board of directors.

The related person transactions policy described above also does not apply to Sempra and its subsidiaries and affiliates (other than the Oncor Ring-Fenced Entities), which are subject to restrictions set forth in our Limited Liability Company Agreement. Our Limited Liability Company Agreement requires that we maintain an arm’s-length relationship with the Sempra and its affiliates (other than the Oncor Ring-Fenced Entities) or any other direct or indirect equity holders of Oncor or Oncor Holdings, consistent with the PUCT’s rules applicable to Oncor, and only enter into transactions with Sempra and its affiliates (other than the Oncor Ring-Fenced Entities) that are both (i) on a commercially reasonable basis, and (ii) if such transaction is material, approved by (a) a majority of the members of our board of directors, and (b) prior to a Trigger Event (as defined in our Limited Liability Company Agreement), the directors appointed by Texas Transmission, at least one of whom must be present and voting in order to approve the transaction.

Related Party Transactions

The Sponsor Group, the Texas Holdings Group and TCEH were previously related parties. As a result of the Sempra Acquisition, Sempra became a related party and the Sponsor Group and the Texas Holdings Group ceased to be related parties as of March 9, 2018. As a result of the Vistra Spin-Off, TCEH’s operating subsidiaries, including Luminant and TXU Energy, ceased to be related parties as of October 3, 2016.

Transactions and Agreements with Equity Holders of Oncor

Proposed Related Party Agreements and Equity Commitment Relating to Pending InfraREIT Acquisition

On October 18, 2018, we entered into the InfraREIT Merger Agreement, pursuant to which we plan to acquire all of the equity interests of InfraREIT and its subsidiary, InfraREIT Partners, subject to certain conditions. For more information regarding the InfraREIT Acquisition, please see “Items 1 and 2. Business and Properties – Oncor’s Operations – Pending InfraREIT Acquisition.” In connection with entering into the InfraREIT Merger Agreement, we received a commitment letter from Sempra and certain indirect equity holders of Texas Transmission (collectively, Equity Commitment Parties), pursuant to which, subject to the terms and conditions set forth therein, the Equity Commitment Parties have committed to provide their pro rata share of capital contributions to us in an aggregate principal amount of up to $1.330 billion to fund the cash consideration payable by us in the InfraREIT Acquisition and the payment of related fees and expenses. The funding provided for in the commitment letter is contingent on the satisfaction of customary conditions, including the substantially simultaneous closing of the transactions contemplated by the InfraREIT Merger Agreement, but is not a condition to the closing of the InfraREIT Acquisition.

As a condition to the InfraREIT Acquisition, InfraREIT’s subsidiary, SDTS, and SDTS’s tenant, SU, will complete an asset exchange immediately prior to the closing of the InfraREIT Acquisition, pursuant to which SDTS will exchange certain of its south Texas assets for certain assets owned by SU. As a result, upon closing of the InfraREIT Acquisition, we will own all of SDTS’s and SU’s assets and projects in north, central and west Texas and SU will own its and SDTS’s assets in south Texas.

In addition, as a condition to the closing of the SDTS-SU Asset Exchange, Sempra will acquire an indirect 50 percent limited partnership interest in SU. As a result, SU will be our affiliate for purposes of PUCT rules. The asset exchange agreement between SDTS and SU also contemplates that at closing we and SU will enter into a future development agreement and an operation and maintenance agreement. The future development agreement addresses ownership and

170

funding of potential future SU transmission projects, under certain circumstances, where at least one endpoint of the project is a legacy SDTS asset. Oncor and SU will each own and fund certain percentages of the project depending on the project type and location of the transmission project’s endpoints. The operation and maintenance agreement provides that we will provide to SU certain operations and maintenance services with respect to the SU assets in south Texas. Such services will be provided by us to SU at cost without a markup or profit.

Our Limited Liability Company Agreement requires that any material transactions with Sempra and its subsidiaries and affiliates (other than the Oncor Ring-Fenced Entities) be approved by a majority of our board of directors and the directors appointed by Texas Transmission present and voting, provided that at least one director appointed by Texas Transmission must be present and voting. The InfraREIT Acquisition, receipt of the capital contributions from the Equity Commitment Parties, and the related future development agreement and operation and maintenance agreement were approved by our board of directors, including the directors appointed by Texas Transmission, who were both present and voting.

Transactions Related to the Sempra Acquisition

On March 9, 2018, Oncor entered into the OMI Agreement with Investment LLC, Oncor Holdings and Sempra. Pursuant to the 2008 Equity Interests Plan for Key Employees of Oncor Electric Delivery Company LLC and its Affiliates, certain members of Oncor’s management, including Oncor’s executive officers and independent directors on Oncor’s board of directors, were granted the opportunity to purchase Class B Interests in Investment LLC, an entity whose only assets consisted of equity interests in Oncor. Investment LLC held 1,396,008 of Oncor’s limited liability company units, which represented 0.22% of the outstanding membership interests in Oncor.

Pursuant to the OMI Agreement, concurrent with the closing of the Sempra Acquisition, on March 9, 2018, Investment LLC transferred to Oncor Holdings (which became a wholly-owned indirect subsidiary of Sempra upon closing of the Sempra Acquisition) all of the OMI Interests in exchange for $26 million in cash, representing approximately $18.60 for each OMI Interest. Oncor Holdings paid the purchase price with funds received from Sempra via a capital contribution. Investment LLC retained approximately $34,000 of the purchase price for future expected tax liabilities and distributed the remainder of the proceeds, representing $18.57 per Class B Interest held, to holders of Class B Interests in proportion to the amount of Class B Interests they held. Executives and members of our board of directors beneficially owned the following amounts of Class B Interests as of March 9, 2018: Robert S. Shapard: 300,000; E. Allen Nye Jr.:18,368; Mark Carpenter: 25,000; Don J. Clevenger: 50,000; David M. Davis: 50,000; Deborah L. Dennis: 50,000; Michael E. Guyton: 50,000; James Greer: 75,000; Thomas M. Dunning: 20,000; Robert A. Estrada: 5,000; and Richard W. Wortham: 10,000.

Each executive officer participating in the Management Investment Opportunity entered into a management stockholder’s agreement and sale participation agreement with us. Each director that purchased Class B Interests of Investment LLC in 2009 entered into a director stockholder’s agreement and a sale participation agreement with us. These agreements contained, among other things, restrictions on transferring Class B Interests and certain drag-along and piggyback sale rights.

For more information on the Management Investment Opportunity, see “Executive Compensation – Compensation Discussion and Analysis – Compensation Elements – Long-term Incentives – Previous Long-term Incentives – Equity Interests Plan and Management Investment Opportunity” and “Director Compensation – Purchases of Class B Interests.”

The Sempra Letter Agreement and letter agreements entered into with certain of our executive officers in connection with the Sempra Acquisition provided for the payment of certain benefits, including change in control benefits, in the event of the executive’s retirement or termination from service within a specified time period following the Sempra Acquisition. These agreements provided that Sempra would bear responsibility for these payments. In 2018, Sempra reimbursed Oncor approximately $9.9 million (net of a tax deduction) for certain executive change in control expenses accrued by Oncor in connection with the Sempra Acquisition pursuant to the Sempra Letter Agreement and the executive letter agreements. For more information on the Sempra Letter Agreement and the executive letter agreements, see “Item 11. Executive Compensation – Compensation Discussion & Analysis – Individual Named Executive Officer Compensation – Compensatory Agreements – Letter Agreements.”

171

Tax-Sharing Arrangements

We are not a member of another entity’s consolidated tax group, but our owners’ federal income tax returns include their portion of our results. Under the terms of a tax sharing agreement among us, Oncor Holdings, Texas Transmission, STH (as successor to EFH Corp.), and Investment LLC, we are generally obligated to make payments to our owners, pro rata in accordance with their respective membership interests, in an aggregate amount that is substantially equal to the amount of federal income taxes that we would have been required to pay if we were filing our own corporate income tax return. STH will file a combined Texas Margin tax return which includes our results and our share of Texas margin tax payments, which are accounted for as income taxes and calculated as if we were filing our own return. See discussion in Note 1 under “Provision in Lieu of Income Taxes.” Under the “in lieu of” tax concept, all in lieu of tax assets and tax liabilities represent amounts that will eventually be settled with our members. In the unlikely event such amounts are not paid under the tax sharing agreement, it is probable that they would be reimbursed to rate payers.

At December 31, 2018, we had payables to members under the agreement related to federal income taxes totaling $5 million ($4 million due to Sempra and $1 million due to Texas Transmission and a current Texas margin tax payable to Sempra totaling $21 million).

We made a net in lieu of income tax payment of $71 million (including $80 million and $10 million in federal income tax-related payments to Sempra and Texas Transmission, respectively, partially offset by a $19 million receipt from EFH Corp.) in the year ended December 31, 2018.

Third Amended and Restated Limited Liability Company Agreement of Oncor

On March 9, 2018, in connection with the closing of the Sempra Acquisition, Oncor’s limited liability company agreement was amended and restated in its entirety as set forth in the Limited Liability Company Agreement. The Limited Liability Company Agreement of Oncor among other things, sets out the members’ respective governance rights in respect of their ownership interests in Oncor. Among other things, the Limited Liability Company Agreement provides for the management of Oncor by a board of directors consisting of 13 members, including seven Disinterested Directors (as defined in the Limited Liability Company Agreement), two directors designated by Texas Transmission (subject to certain conditions), two directors designated indirectly by Sempra and two directors that are current or former officers of Oncor. Texas Transmission also has the right to designate one non-voting observer to the board of directors, who is entitled to attend all meetings of the board of directors (subject to certain exceptions) and receive copies of all notices and materials provided to the board of directors.

The Limited Liability Company Agreement prohibits Oncor and its subsidiaries from taking certain material actions outside the ordinary course of business without prior approvals by the members, some or all of the Disinterested Directors and/or the directors designated by one or more of the members. Additionally, the Limited Liability Company Agreement contains provisions regulating capital accounts of members, allocations of profits and losses and tax allocation and withholding.

The Limited Liability Company Agreement also describes Oncor’s procedures and limitations on declaring and paying distributions and requires that any changes to such procedures and limitations be approved by Oncor Holdings and Texas Transmission and a majority of our board of directors present and voting, which must include (i) a majority of the Disinterested Directors, (ii) both directors appointed by Sempra (through Oncor Holdings), (iii) both directors that are current or former officers of Oncor, and (iv) the Texas Transmission director(s) present and voting, provided that at least one Texas Transmission director must be present and voting in order to approve such matter. In addition, any annual or multi-year budget with an aggregate amount of capital or operating and maintenance expenditures that are greater than or less than 10% of the capital or operating and maintenance expenditures in the annual budget for the immediately prior fiscal year or multi-year period, as applicable, must be approved by (a) a majority of the Disinterested Directors and (b) the Texas Transmission director(s) present and voting, provided that at least one Texas Transmission director must be present and voting in order to approve such action. Also, any acquisition of or investment in any third party which involves the purchase of or investment in assets located outside the State of Texas for consideration in an amount greater than $1.5 billion must be approved by (a) a majority of the Disinterested Directors and (b) the Texas Transmission director(s) present and voting, provided that at least one Texas Transmission director must be present and voting in order to approve such action.

172

Registration Rights Agreement

In November 2008, we entered into a registration rights agreement (Registration Rights Agreement) by and among us, Oncor Holdings, Texas Transmission and STH (formerly EFH Corp.). The Registration Rights Agreement grants customary registration rights to certain of our members. Subject to certain limitations set forth in the Registration Rights Agreement, these rights include, without limitation, the following: (i) the right of Oncor Holdings at any time, and after ten years from the date of the Registration Rights Agreement, the right of Texas Transmission, to demand that we register a specified amount of membership interests in accordance with the Securities Act; (ii) the right of both Oncor Holdings and Texas Transmission to demand registration of a specified amount of membership interests following an initial public offering; and (iii) the right of all members that are parties to the Registration Rights Agreement to have their membership interests registered if we propose to file a registration statement relating to an offering of membership interests (with certain exceptions).

Subject to certain exceptions, whenever we are required to effect the registration of any membership interests pursuant to the Registration Rights Agreement, we have agreed to use our best efforts to cause the applicable registration statement to become effective, and to keep each such registration statement effective until the earlier of (a) at least 180 days (or two years for a shelf registration statement) or (b) the time at which all securities registered under such registration statement have been sold.

Investor Rights Agreement

The investor rights agreement dated as of November 5, 2008, by and among Oncor, Oncor Holdings, Texas Transmission, STH (formerly EFH Corp.) and any other persons that subsequently become a party thereto (Investor Rights Agreement) governs certain rights of certain members of Oncor and STH arising out of their direct or indirect ownership of Oncor membership interests, including, without limitation, transfers of Oncor membership interests and restrictions thereon. Texas Transmission may transfer its Oncor membership interests under a registration statement or pursuant to applicable securities laws. The Investor Rights Agreement also grants Texas Transmission certain “tag-along” rights in relation to certain sales of Oncor membership interests by Oncor Holdings. Subject to certain conditions, these “tag-along” rights allow Texas Transmission to sell a pro-rata portion of its Oncor membership interests in the event of a sale of Oncor membership interests by Oncor Holdings on the same terms as Oncor Holdings would receive for its Oncor membership interests. The agreement further provides that under certain offerings of equity securities occurring before an initial public offering of Oncor, Texas Transmission and Oncor Holdings will receive preemptive rights to purchase their pro-rata share of the equity securities to be sold pursuant to such offerings. The Investor Rights Agreement also provides STH and Sempra with a right of first refusal to purchase any Oncor membership interests to be sold in a permitted sale by Texas Transmission or its permitted transferees.

Additionally, STH, Sempra, certain of Sempra’s subsidiaries and Oncor Holdings have certain “drag-along” rights in relation to offers from third-parties to purchase their directly or indirectly owned membership interests in Oncor, where the resulting sale would constitute a change of control of Oncor. These “drag-along” rights compel Texas Transmission and all other members of Oncor to sell or otherwise transfer their membership interests in Oncor on substantially the same terms as STH, Sempra or Oncor Holdings (as applicable). Pursuant to the Investor Rights Agreement, all members of Oncor that have entered into such agreement must cooperate with Oncor in connection with an initial public offering of Oncor.

Transactions with Affiliates and Portfolio Companies of Certain of our Beneficial Owners

The Sponsor Group beneficially owned Oncor Holdings until the Sempra Acquisition on March 9, 2018.

The beneficial owners of the Sponsor Group and Texas Transmission include various entities and funds who make equity investments in various companies (Portfolio Companies) in the ordinary course of their business. We have in the past entered into, and may continue to enter into, transactions with Portfolio Companies or their affiliates, which may result in revenues to the beneficial owners of Texas Transmission or members of the Sponsor Group in the ordinary course of business on an arm’s-length basis. For example, a member of the Sponsor Group, beneficially owned approximately 16% of Willbros Group, Inc. as of March 8, 2018. We paid subsidiaries of Willbros Group, Inc. approximately $35 million for the period from January 1, 2018 until March 8, 2018 (the day before the closing of the Sempra Acquisition, when the Sponsor Group ceased to be an affiliate of Oncor) for transmission and distribution construction services. We are also party to an agreement with NorthgateArinso, Inc. (“NGA”) for human resources services and software solutions, and paid NGA $701,282 for the period from January 1, 2018 until March 8, 2018. A member of the Sponsor Group beneficially

173

owned a majority of NGA’s outstanding equity during that period. These transactions with subsidiaries of Willbros Group, Inc. and NGA were ratified by our Audit Committee in accordance with our related party transactions policy.

In addition, prior to March 9, 2018, affiliates of the Sponsor Group may have from time to time sold, acquired or participated in the offerings of our debt or debt securities in open market transactions or through loan syndications, and (2) performed various financial advisory, dealer, commercial banking and investment banking services for us and certain of our affiliates for which they have received or will receive customary fees and expenses.

Director Independence

Our Limited Liability Company Agreement provides that seven members of our board of directors must be deemed disinterested. For a director to be deemed disinterested, our board of directors must affirmatively determine that such director has not, or currently does not have, a material relationship with Sempra or its subsidiaries or affiliated entities or any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings. In addition, under our Limited Liability Company Agreement, to be deemed disinterested, a director must also meet the independence standards in Section 303A of the New York Stock Exchange Manual in all material respects in relation to Sempra or its subsidiaries and affiliated entities or any entity with a direct or indirect ownership interest in Oncor or Oncor Holdings.

Our board of directors has determined that Messrs. Adams, Dunning, Estrada, Gary, Hill, Mack and Wortham are disinterested directors under the standards in our Limited Liability Company Agreement.

Mr. Shapard is our Chairman of the Board and presides at all meetings of our board of directors. Mr. Shapard was appointed Chairman of the Board effective upon the closing of the Sempra Acquisition on March 9, 2018. Mr. Shapard served as our Chief Executive until the closing of the Sempra Acquisition and retired from Oncor effective April 1, 2018. Mr. Dunning is the Lead Disinterested Director of our board of directors and has served in such role since July 2010. The Lead Disinterested Director performs such duties and responsibilities as may be specified by the board.

Our board of directors has designated an Audit Committee, Nominating and Governance Committee and Organization and Compensation Committee to exercise certain powers and authorities of the board of the directors. Members of these committees are not required by our Limited Liability Company Agreement or board of directors to meet any independence standards. Mr. Zucchet has served on the Organization and Compensation Committee since May 2010 and was also appointed to the Nominating and Governance Committee effective February 2011. Mr. Evenden, who was appointed by Texas Transmission to our board of directors in October 2014, was appointed to the Audit Committee effective October 2014. Mr. Martin, who was appointed by Sempra (through Oncor Holdings) to our board of directors on March 9, 2018 upon closing of the Sempra Acquisition, was appointed to the Audit Committee effective April 2018. Debra L. Reed, who was appointed by Sempra (through Oncor Holdings) to our board of directors on March 9, 2018 upon closing of the Sempra Acquisition, was appointed to the Organization and Compensation Committee effective April 2018. Ms. Reed served on our board of directors until July 2018. Ms. Ortiz, who was appointed by Sempra (through Oncor Holdings) to our board of directors in July 2018, was appointed to the Organization and Compensation Committee effective July 2018. None of Messrs. Evenden, Martin, or Zucchet or Mses. Reed or Ortiz qualifies as a disinterested director for purposes of our Limited Liability Company Agreement.

For information on the structure of our board of directors following closing of the Sempra Acquisition, see “Item 10. Directors, Executive Officers and Corporate Governance – Director Appointments.”

174

Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

Deloitte & Touche LLP is our independent registered public accounting firm.

In 2008, our Audit Committee adopted a policy governing the engagement of our independent registered public accounting firm. The policy provides that in addition to the audit of the financial statements, related quarterly reviews and other audit services, and providing services necessary to complete SEC filings, our independent auditor may be engaged to provide non-audit services as described herein. Prior to engagement, all services to be rendered by the independent auditor must be authorized by our Audit Committee in accordance with pre-approval procedures which are defined in the policy. The pre-approval procedures require:

the annual review and pre-approval by our Audit Committee of all anticipated audit and non-audit services, and

the quarterly pre-approval by our Audit Committee of services, if any, not previously approved and the review of the status of previously approved services.

Our Audit Committee may also approve certain ongoing non-audit services not previously approved in the limited circumstances provided for in the SEC rules. All services performed in 2018 by Deloitte & Touche LLP, the member firms of Deloitte & Touche Tohmatsu and their respective affiliates (Deloitte & Touche) were pre-approved by our Audit Committee.

The policy defines those non-audit services which our independent auditor may also be engaged to provide as follows:

Audit-related services, including:

due diligence, accounting consultations and audits related to mergers, acquisitions and divestitures;

employee benefit plan and political action plan audits;

accounting and financial reporting standards consultation;

internal control reviews, and

attest services, including agreed-upon procedures reports that are not required by statute or regulation.

Tax-related services, including:

tax compliance;

general tax consultation and planning;

tax advice related to mergers, acquisitions and divestitures, and

communications with and request for rulings from tax authorities.

Other services, including:

process improvement, review and assurance;

litigation and rate review assistance;

forensic and investigative services, and

training services.

The policy prohibits us from engaging our independent auditor to provide:

bookkeeping or other services related to our accounting records or financial statements;

financial information systems design and implementation services;

appraisal or valuation services, fairness opinions or contribution-in-kind reports;

actuarial services;

internal audit outsourcing services;

management or human resources functions;

broker-dealer, investment advisor or investment banking services;

legal and expert services unrelated to the audit, and

any other service that the Public Company Accounting Oversight Board determines, by regulation, to be impermissible.

175

In addition, the policy prohibits our independent auditor from providing tax or financial planning advice to any of our officers.

The policy also contains the following standard of conduct for our independent auditor related to staffing and conducting its annual audit:

no member performing the audit of our financial statements will be under the direction of the lead member of such firm conducting the financial statement audit work for Sempra;

the audit team will reach its own conclusions as to the sufficiency and adequacy of the audit procedures necessary to conduct the audit;

the audit team accepts the sole responsibility for the opinion on our financial statements;

the audit team may use other Sempra auditors as a service provider;

the audit team may consider the Sempra Sarbanes-Oxley Act compliance audit team as a service provider;

the audit team may consider the Sempra tax compliance audit team as a service provider;

the audit team is not prohibited from sharing the results of its audit procedures or conclusions with the Sempra audit team so that an opinion on Sempra’s consolidated financial statements can be rendered;

our independent auditor shall be bound by the professional standards and the Rules for the Accounting Profession of the Texas State Board of Public Accountancy regarding confidentiality of client information;

the audit team will have a separate engagement letter with the Audit Committee and will render separate billings for audit work pursuant to such contract directly to our designated employee, and

10.

the audit team will address its reports to our Audit Committee, board of directors and/or management team as appropriate.

Compliance with our Audit Committee’s policy relating to the engagement of Deloitte & Touche is monitored on behalf of our Audit Committee by our chief internal audit executive. Reports from Deloitte & Touche and the chief internal audit executive describing the services provided by Deloitte & Touche and fees for such services are provided to our Audit Committee no less often than quarterly.


	Years Ended December 31,
	2018		2017
Audit Fees. Fees for services necessary to perform the annual audit, review SEC filings, fulfill statutory and other attest service requirements and provide comfort letters and consents.	$	2,541,250	$	2,517,500
Audit-Related Fees. Fees for services including internal control reviews, attest services that are not required by statute or regulation, and consultation concerning financial accounting and reporting standards.		108,000		65,000
Tax Fees. Fees for tax compliance, tax planning and tax advice related to mergers and acquisitions, divestitures, and communications with and requests for rulings from taxing authorities.		-		-
All Other Fees. Fees for services including process improvement reviews, forensic accounting reviews, and litigation and rate review assistance.		-		-
Total	$	2,649,250	$	2,582,500

176

PART IV

Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The consolidated financial statement schedules are omitted because of the absence of the conditions under which they are required or because the required information is included in the consolidated financial statements or notes thereto.

(a)Exhibits:


Exhibits	Previously Filed With File Number*	Filed As Exhibit
2	Plan of acquisition, reorganization, arrangement, liquidation or succession.
2(a)	333-100240 Form 8-K (filed July 24, 2017)	2.1	—	Agreement and Plan of Merger, dated July 21, 2017, among Sharyland Distribution & Transmission Services, L.L.C., Sharyland Utilities, L.P., SU AssetCo, L.L.C., Oncor Electric Delivery Company LLC and Oncor AssetCo LLC.
2(b)	333-100240 Form 10-K (filed February 23, 2018)	2(b)	—	Amendment to Merger Agreement Regarding 2017 Ad Valorem and Property Taxes, dated November 9, 2017
2(c)	333-100240 Form 8-K (filed October 18, 2018)	2.1	—	Agreement and Plan of Merger, dated October 18, 2018, among Oncor Electric Delivery Company, LLC, 1912 Merger Sub LLC, Oncor T&D Partners, LP, InfraREIT, Inc., and InfraREIT Partners, LP.
2(d)	333-100240 Form 8-K (filed October 18, 2018)	2.2	—	Agreement and Plan of Merger, dated October 18, 2018, among Sharyland Distribution & Transmission Services, L.L.C., Sharyland Utilities, L.P., and Oncor Electric Delivery Company LLC.
3(i)	Articles of Incorporation
3(a)	333-100240 Form 10-Q (filed November 14, 2007)	3(a)	—	Certificate of Formation of Oncor Electric Delivery Company LLC.
3(ii)	By-laws
3(b)	333-100240 Form 8-K (filed March 9, 2018)	3.1	—	Third Amended and Restated Limited Liability Company Agreement of Oncor Electric Delivery Company LLC, dated as of March 9, 2018, by and between Oncor Electric Delivery Holdings Company LLC and Texas Transmission Investment LLC.


(4)	Instruments Defining the Rights of Security Holders, Including Indentures.
4(a)	333-100240 Form S-4 (filed October 2, 2002)	4(a)	—	Indenture and Deed of Trust, dated as of May 1, 2002, between Oncor Electric Delivery Company LLC and The Bank of New York, as Trustee.
4(b)	001-12833 Form 8-K (filed October 31, 2005)	10.1	—	Supplemental Indenture No. 1, dated October 25, 2005, to Indenture and Deed of Trust, dated as of May 1, 2002, between Oncor Electric Delivery Company LLC and The Bank of New York.
4(c)	333-100240 Form S-4 (filed October 2, 2002)	4(b)	—	Officer’s Certificate, dated May 6, 2002, establishing the terms of Oncor Electric Delivery Company LLC’s 6.375% Senior Notes due 2012 and 7.000% Senior Notes due 2032.
4(d)	333-106894 Form S-4 (filed July 9, 2003)	4(c)	—	Officer’s Certificate, dated December 20, 2002, establishing the terms of Oncor Electric Delivery Company LLC’s 6.375% Senior Notes due 2015 and 7.250% Senior Notes due 2033.

177

4(e)	333-100240 Form 10-Q (filed May 15, 2008)	4(b)	—	Supplemental Indenture No. 2, dated May 15, 2008, to Indenture and Deed of Trust, dated as of May 1, 2002, between Oncor Electric Delivery Company LLC and The Bank of New York.
4(f)	333-100242 Form S-4 (filed October 2, 2002)	4(a)	—	Indenture (for Unsecured Debt Securities), dated as of August 1, 2002, between Oncor Electric Delivery Company LLC and The Bank of New York, as Trustee.
4(g)	333-100240 Form 10-Q (filed May 15, 2008)	4(c)	—	Supplemental Indenture No. 1, dated May 15, 2008, to Indenture and Deed of Trust, dated as of August 1, 2002, between Oncor Electric Delivery Company LLC and The Bank of New York.
4(h)	333-100242 Form S-4 (filed October 2, 2002)	4(b)	—	Officer’s Certificate, dated August 30, 2002, establishing the terms of Oncor Electric Delivery Company LLC’s 5% Debentures due 2007 and 7% Debentures due 2022.
4(i)	333-100240 Form 8-K (filed September 9, 2008)	4.1	—	Officer’s Certificate, dated September 8, 2008, establishing the terms of Oncor Electric Delivery Company LLC’s 5.95% Senior Secured Notes due 2013, 6.80% Senior Secured Notes due 2018 and 7.50% Senior Secured Notes due 2038.
4(j)	333-100240 Form 10-Q (filed November 6, 2008)	4(c)	—	Investor Rights Agreement, dated as of November 5, 2008, by and among Oncor Electric Delivery Company LLC, Oncor Electric Delivery Holdings Company LLC, Texas Transmission Investment LLC and Energy Future Holdings Corp.
4(k)	333-100240 Form 10-Q (filed November 6, 2008)	4(d)	—	Registration Rights Agreement, dated as of November 5, 2008, by and among Oncor Electric Delivery Company LLC, Oncor Electric Delivery Holdings Company LLC, Energy Future Holdings Corp. and Texas Transmission Investment LLC.
4(l)	333-100240 Form 10-Q (filed May 15, 2008)	4(a)	—	Deed of Trust, Security Agreement and Fixture Filing, dated as of May 15, 2008, by Oncor Electric Delivery Company LLC, as Grantor, to and for the benefit of The Bank of New York, as Collateral Agent.
4(m)	333-100240 2008 Form 10-K (filed March 3, 2009)	4(n)	—	First Amendment to Deed of Trust, dated as of March 2, 2009, by and between Oncor Electric Delivery Company LLC and The Bank of New York Mellon (formerly The Bank of New York) as Trustee and Collateral Agent.
4(n)	333-100240 Form 8-K (filed September 3, 2010)	10.1	—	Second Amendment to Deed of Trust, Security Agreement and Fixture Filing dated as of September 3, 2010 by and between Oncor Electric Delivery Company LLC, as Grantor, to and for the benefit of The Bank of New York Mellon, as Collateral Agent.
4(o)	333-100240 Form 8-K (filed November 15, 2011)	10.1	—	Third Amendment to Deed of Trust, Security Agreement and Fixture Filing dated as of November 10, 2011 by and between Oncor Electric Delivery Company LLC, as Grantor, to and for the benefit of The Bank of New York Mellon Trust Company, N.A. (as successor to the Bank of New York Mellon, formerly The Bank of New York), as Collateral Agent.
4(p)	333-100240 Form 8-K (filed September 16, 2010)	4.1	—	Officer’s Certificate, dated September 13, 2010, establishing the terms of Oncor’s 5.25% Senior Secured Notes due 2040.
4(q)	333-100240 Form 8-K (filed October 12, 2010)	4.1	—	Officer’s Certificate, dated October 8, 2010, establishing the terms of Oncor’s 5.00% Senior Secured Notes due 2017 and 5.75% Senior Secured Notes due 2020.
4(r)	333-100240 Form 8-K (filed November 23, 2011)	4.1	—	Officer’s Certificate, dated November 23, 2011, establishing the terms of Oncor’s 4.55% Senior Secured Notes due 2041.

178

4(s)	333-100240 Form 8-K (filed May 18, 2012)	4.1	—	Officer’s Certificate, dated May 18, 2012, establishing the terms of Oncor’s 4.10% Senior Secured Notes due 2022 and Oncor’s 5.30% Senior Secured Notes due 2042.
4(t)	333-100240 Form 8-K (filed May 13, 2014)	4.1	—	Officer’s Certificate dated May 13, 2014, establishing the terms of Oncor’s 2.15% Senior Secured Notes due 2019.
4(u)	333-100240 Form 8-K (filed March 30, 2015)	4.1	—	Officer’s Certificate, dated March 24, 2015, establishing the terms of 2.950% Senior Secured Notes due 2025 and 3.750% Senior Secured Notes due 2045.

4(v)	333-100240 Form 8-K (filed September 27, 2017)	4.1	—	Officer's Certificate, dated September 21, 2017, establishing the terms of Oncor Electric Delivery Company LLC’s 3.80% Senior Secured Notes due 2047.
4(w)	333-100240 Form 8-K (filed September 27, 2017)	4.2	—	Registration Rights Agreement, dated September 21, 2017, among Oncor and the representatives of the initial purchasers of Oncor's 3.80% Senior Secured Notes due 2047
4(x)	333-100240 Form 8-K (filed August 14, 2018)	4.1	—	Officer’s Certificate, dated August 10, 2018, establishing the terms of Oncor’s 3.70% Senior Secured Notes due 2028 and 4.10% Senior Secured Notes due 2048.
4(y)	333-100240 Form 8-K (filed August 14, 2018)	4.2	—	Registration Rights Agreement, dated August 10, 2018, among Oncor and the representatives of the initial purchasers of the Notes.
4(z)	333-100240 Form 8-K (filed December 4, 2018)	4.1	—	Officer’s Certificate, dated November 30, 2018, establishing the terms of Oncor’s 5.75% Senior Secured Notes due 2029.
4(aa)	333-100240 Form 8-K (filed December 4, 2018)	4.2	—	Registration Rights Agreement, dated November 30, 2018, among Oncor and the dealer-managers of Oncor’s exchange offer.
(10)	Material Contracts.
	Management Contracts; Compensatory Plans, Contracts and Arrangements
10(a)	333-100240 Form 8-K (filed October 7, 2013)	10.1	—	Form of Director and Officer Indemnification Agreement.
10(b)	333-100240 Form 8-K (filed February 23, 2009)	10.1	—	Form of Management Stockholder Agreement (Senior Management Form).
10(c)	333-100240 2008 Form 10-K (filed March 3, 2009)	10(l)	—	Form of Director Stockholder’s Agreement.
10(d)	333-100240 2008 Form 10-K (filed March 3, 2009)	10(m)	—	Form of Director Sale Participation Agreement.
10(e)	333-100240 2008 Form 10-K (filed March 3, 2009)	10(n)	—	Oncor Electric Delivery Company LLC Director Stock Appreciation Rights Plan.
10(f)	333-100240 2008 Form 10-K (filed March 3, 2009)	10(o)	—	Form of Stock Appreciation Rights Award Letter pursuant to the Director Stock Appreciation Rights Plan.
10(g)	333-100240 2008 Form 10-K (filed March 3, 2009)	10(p)	—	2008 Equity Interests Plan for Key Employees of Oncor Electric Delivery Company LLC and its affiliates.
10(h)	333-100240 2008 Form 10-K (filed March 3, 2009)	10(q)	—	Form of Sale Participation Agreement (Management Form).
10(i)	333-100240 2008 Form 10-K (filed March 3, 2009)	10(r)	—	Oncor Electric Delivery Company LLC Stock Appreciation Rights Plan.

179

10(j)	333-100240 2008 Form 10-K (filed March 3, 2009)	10(s)	—	Form of Stock Appreciation Rights Award Letter pursuant to the Stock Appreciation Rights Plan.
10(k)	333-100240 2009 Form 10-K (filed February 19, 2010)	10(p)	—	Oncor Salary Deferral Program.
10(l)	333-100240 Form 10-K (filed February 27, 2015	10(y)	—	Amendment No. 1 to the Salary Deferral Program, effective as of February 25, 2015.
10(m)	333-100240 Form 10-Q (filed August 1, 2014)	10(a)	—	Oncor Electric Delivery Company LLC Amended and Restated Executive Severance Plan and Summary Plan Description.
10(n)	333-100240 Form 10-Q (filed July 31, 2015)	10(a)	—	Oncor Electric Delivery Company LLC Third Amended and Restated Change in Control Policy
10(o)	333-100240 Form 10-K (filed February 19, 2013)	10(t)	—	Oncor Electric Delivery Company LLC Long-Term Incentive Plan.
10(p)	333-100240 Form 8-K (filed March 30, 2015)	10.2	—	Oncor Electric Delivery Company LLC Form of Long-Term Incentive Plan Award Agreement for performance periods beginning on or after January 1, 2015.
10(q)	333-100240 Form 10-K (filed February 19, 2010)	10(r)	—	Oncor Split-Dollar Life Insurance Program.
10(r)	333-100240 Form 10-Q (filed May 5, 2016)	10(a)	—	Oncor Supplemental Retirement Plan, as amended
10(s)	333-100240 Form 10-K (filed February 23, 2018)	10(t)	—	Performance Bonus Agreement, dated as of February 22, 2018, by and between Oncor Electric Delivery Company LLC and E. Allen Nye, Jr.
10(t)	333-100240 Form 10-K (filed February 23, 2018)	10(u)	—	Performance Bonus Agreement, dated as of February 22, 2018, by and between Oncor Electric Delivery Company LLC and James A. Greer.
10(u)	333-100240 Form 8-K (filed March 9, 2018)	10.2	—	Form of Letter Agreement, dated as of March 8, 2018.
10(v)	333-100240 Form 10-Q (filed May 7, 2018)	10(d)	—	Fifth Amended and Restated Executive Annual Incentive Plan, dated effective as of January 1, 2018.
10(w)	333-100240 Form 10-Q (filed May 7, 2018)	10(e)	—	Amendment No.1 to the Oncor Supplemental Retirement Plan, dated May 2, 2018
10(x)	333-100240 Form 8-K (filed February 19, 2019)	10(a)	—	Sixth Amended and Restated Executive Annual Incentive Plan, dated effective as of January 1, 2019.
10(y)	33-100240 Form 8-K (filed February 19, 2019)	10(b)	—	Oncor Electric Delivery Company LLC Form of Long-Term Incentive Plan Award Agreement for performance periods beginning on or after January 1, 2019.
10(z)			—	Retention Agreement, dated as of January 31, 2018, between Oncor Electric Delivery Company LLC and Matt Henry.
10(aa)			—	Contract for Services, dated as of February 21, 2019, by and between Oncor Electric Delivery Company LLC and David M. Davis.
	Credit Agreements
10(ab)	333-100240 Form 8-K (filed September 27, 2017)	10.1	—	Term Loan Credit Agreement, dated as of September 26, 2017, among Oncor Electric Delivery Company LLC, as Borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the lenders.

180

10(ac)	333-100240 Form 8-K (filed November 21, 2017)	10.1	—	Revolving Credit Agreement, dated as of November 17, 2017, among Oncor Electric Delivery Company LLC, as borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders and as swingline lender, and the fronting banks for letters of credit from time to time party thereto.
10(ad)	333-100240 Form 8-K (filed December 11, 2018)	10.1	—	Term Loan Credit Agreement, dated as of December 10, 2018, among Oncor Electric Delivery Company LLC, as Borrower, the lenders party thereto and Mizuho Bank, Ltd., as administrative agent for the lenders.
	Other Material Contracts
10(ae)	333-100240 2004 Form 10-K (filed March 23, 2005)	10(i)	—	Agreement, dated as of March 10, 2005, by and between Oncor Electric Delivery Company LLC and TXU Energy Company LLC allocating to Oncor Electric Delivery Company LLC the pension and post-retirement benefit costs for all Oncor Electric Delivery LLC employees who had retired or had terminated employment as vested employees prior to January 1, 2002.
10(af)	333-100240 Form 10-Q (filed November 6, 2008)	10(b)	—	Amended and Restated Tax Sharing Agreement, dated as of November 5, 2008, by and among Oncor Electric Delivery Company LLC, Oncor Electric Delivery Holdings Company LLC, Oncor Management Investment LLC, Texas Transmission Investment LLC and Energy Future Holdings Corp.
10(ag)	333-100240 Form 8-K (filed March 9, 2018)	10.1	—	Interest Transfer Agreement, dated as of March 9, 2018, among Oncor Electric Delivery Company LLC, Oncor Management Investment LLC, and Sempra Energy.
10(ah)	333-100240 Form 10-K (filed March 26, 2018)	10.1	—	Form of Dealer Agreement between Oncor Electric Delivery Company LLC, as Issuer, and the Dealer.

(21)	Subsidiaries of the Registrant.
21(a)			—	Subsidiaries of Oncor Electric Delivery Company LLC.
(31)	Rule 13a - 14(a)/15d - 14(a) Certifications.
31(a)			—	Certification of E. Allen Nye Jr., chief executive of Oncor Electric Delivery Company LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)			—	Certification of Don J. Clevenger, senior vice president and chief financial officer of Oncor Electric Delivery Company LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Section 1350 Certifications.
32(a)			—	Certification of E. Allen Nye Jr., chief executive of Oncor Electric Delivery Company LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b)			—	Certification of Don J. Clevenger, senior vice president and chief financial officer of Oncor Electric Delivery Company LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(99)	Additional Exhibits.
99(a)	333-100240 Form 8-K (filed August 30, 2017)	99.1	—	Letter Agreement, dated August 25, 2017, by and among Sempra Energy, Power Play Merger Sub I, Inc., Oncor Electric Delivery Holdings Company LLC and Oncor Electric Delivery Company LLC.
99(b)	333-100240 Form 8-K (filed December 15, 2017)	99.1	—	Stipulation, dated as of December 12, 2017 regarding PUCT Docket 47675.

181

99(c)		—	PUCT Final Order in Docket No. 47675, dated as of March 8, 2018.
(101)	Interactive Data File.
101.INS		—	XBRL Instance Document
101.SCH		—	XBRL Taxonomy Extension Schema Document
101.CAL		—	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		—	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		—	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		—	XBRL Taxonomy Extension Presentation Linkbase Document
_______________

* Incorporated herein by reference.

182

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Oncor Electric Delivery Company LLC has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

00
	ONCOR ELECTRIC DELIVERY COMPANY LLC

Date: February 26, 2019
	By /s/ E. ALLEN NYE, JR.
	(E. Allen Nye, Jr., Chief Executive)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Oncor Electric Delivery Company LLC and in the capacities and on the date indicated.


	Signature	Title	Date
/s/	E. ALLEN NYE, JR.	Principal Executive	February 26, 2019
	(E. Allen Nye, Jr., Chief Executive)	Officer and Director

/s/	DON J. CLEVENGER	Principal Financial Officer	February 26, 2019
	(Don J. Clevenger, Senior Vice President and Chief Financial Officer)

/s/	RICHARD C. HAYS	Principal Accounting Officer	February 26, 2019
	(Richard C. Hays, Vice President and Controller)

/s/	ROBERT S. SHAPARD	Chairman of the Board	February 26, 2019
	(Robert S. Shapard)

/s/	JAMES R. ADAMS	Director	February 26, 2019
	(James R. Adams)

/s/	THOMAS M. DUNNING	Director	February 26, 2019
	(Thomas M. Dunning)

/s/	ROBERT A. ESTRADA	Director	February 26, 2019
	(Robert A. Estrada)

/s/	RHYS EVENDEN	Director	February 26, 2019
	(Rhys Evenden)

/s/	PRINTICE L. GARY	Director	February 26, 2019
	(Printice L. Gary)

/s/	WILLIAM T. HILL, JR.	Director	February 26, 2019
	(William T. Hill, Jr.)

/s/	TIMOTHY A. MACK	Director	February 26, 2019
	(Timothy A. Mack)

/s/	J. WALKER MARTIN	Director	February 26, 2019
	(J. Walker Martin)

/s/	TANIA ORTIZ	Director	February 26, 2019
	(Tania Ortiz)

/s/	RICHARD W. WORTHAM III	Director	February 26, 2019
	(Richard W. Wortham III)

/s/	STEVEN J. ZUCCHET	Director	February 26, 2019
	(Steven J. Zucchet)

183

Supplemental Information to be Furnished with Reports Filed

Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered

Securities Pursuant to Section 12 of the Act

No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders of Oncor Electric Delivery Company LLC during the period covered by this Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

184