10-Q 1 c311-20140331x10q.htm 10-Q 049ec30fad8b4ef

 

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

____________________

 

FORM 10-Q

 

 

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

 

 

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014

 

― 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)

(Registrant’s Telephone Number)

 

____________________

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes    √     No ____  

 

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

Large accelerated filer ____     Accelerated filer ____     Non-Accelerated filer   √      (Do not check if a smaller reporting company)

Smaller reporting company___

 

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

 

As of May 1, 2014,  80.03% 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 Energy Future Holdings Corp., 19.75% of the outstanding membership interests were held by Texas Transmission Investment LLC and 0.22% of the outstanding membership interests were indirectly held by certain members of Oncor’s management and board of directors.  None of the membership interests are publicly traded.

 

 

 

 

 


 

 

TABLE OF CONTENTS

 

Page

GLOSSARY 

2

PART I.   FINANCIAL INFORMATION 

5

Item 1.   Financial Statements (Unaudited) 

5

Condensed Statements of Consolidated Income —
Three Months Ended March  31, 2014 and 2013
 

5

Condensed Statements of Consolidated Comprehensive Income —
Three Months Ended March  31, 2014 and 2013
 

5

Condensed Statements of Consolidated Cash Flows —
Three Months Ended March 31, 2014 and 2013
 

6

Condensed Consolidated Balance Sheets —
March 31, 2014 and December 31, 2013
 

7

Notes to Condensed Consolidated Financial Statements 

8

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations 

22

Item 3.     Quantitative and Qualitative Disclosures About Market Risk 

32

Item 4.     Controls and Procedures 

34

PART II.    OTHER INFORMATION 

35

Item 1.     Legal Proceedings 

35

Item 1A   Risk Factors 

35

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds 

35

Item 3.     Defaults Upon Senior Securities 

35

Item 4.    MINE SAFETY DISCLOSURES 

35

Item 5.     Other Information 

35

Item 6.     Exhibits 

36

SIGNATURE 

37

 

 

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 quarterly report on Form 10-QThe representations and warranties contained in any agreement that we have filed as an exhibit to this quarterly report on Form 10-Q 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 Form 10-Q and other Securities and Exchange Commission filings of Oncor and its subsidiary occasionally make references to Oncor (or “we,” “our,” “us” or “the company”) when describing actions, rights or obligations of its subsidiary.  These references reflect the fact that the subsidiary is consolidated with Oncor for financial reporting purposes.  However, these references should not be interpreted to imply that Oncor is actually undertaking the action or has the rights or obligations of its subsidiary or that the subsidiary company is undertaking an action or has the rights or obligations of its parent company or of any other affiliate.

1

 


 

GLOSSARY

 

 

 

 

 

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below.

 

2013 Form 10-K

Oncor’s Annual Report on Form 10-K for the year ended December 31, 2013

AMS

advanced metering system

Bondco

Refers to Oncor Electric Delivery Transition Bond Company LLC, a wholly-owned consolidated bankruptcy-remote financing subsidiary of Oncor that has issued securitization (transition) bonds to recover certain regulatory assets and other costs.

CREZ

Competitive Renewable Energy Zone

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 direct, wholly-owned subsidiary of EFH Corp. and the direct parent of TCEH, and/or its subsidiaries, depending on context.

EFH Bankruptcy Proceedings

Refers to voluntary petitions for relief under Chapter 11 of the US Bankruptcy Code filed in US Bankruptcy Court for the District of Delaware on April 29, 2014 (EFH Petition Date) by EFH Corp. and the substantial majority of its direct and indirect subsidiaries, including EFIH, EFCH and TCEH.  The Oncor Ring-Fenced Entities are 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.  Its major subsidiaries include Oncor and TCEH.

EFH Petition Date

April 29, 2014.  See EFH Bankruptcy Proceedings above.

EFH Retirement Plan

Refers to a defined benefit pension plan sponsored by EFH Corp., in which Oncor participatesIn 2012, EFH Corp. made various changes to the EFH Retirement Plan, including splitting off all of the assets and liabilities associated with Oncor employees and all retirees and terminated vested participants of EFH Corp. and its subsidiaries (including discontinued businesses) into a new plan.  See Oncor Retirement Plan below.

EFIH

Refers to Energy Future Intermediate Holding Company LLC, a direct, wholly-owned subsidiary of EFH Corp. and the direct parent of Oncor Holdings.

ERCOT

Electric Reliability Council of Texas, Inc., the independent system operator and the regional coordinator of various electricity systems within Texas

Fitch

Fitch Ratings, Ltd. (a credit rating agency)

GAAP

generally accepted accounting principles

Investment LLC

Refers to Oncor Management Investment LLC, a limited liability company and minority membership interest owner (approximately 0.22%) of Oncor, whose managing member is Oncor and whose Class B Interests are owned by certain members of the management team and independent directors of Oncor.

IRS

US Internal Revenue Service

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

Luminant

Refers to 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)

2

 


 

Oncor

Refers to Oncor Electric Delivery Company LLC, a direct, majority-owned subsidiary of Oncor Holdings, and/or its 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 EFIH and the direct majority owner (approximately 80.03%) of Oncor, and/or its subsidiaries, depending on context.

Oncor Retirement Plan

Refers to the defined benefit pension plan sponsored by Oncor.  In 2012, EFH Corp. made various changes to the EFH Retirement Plan, including splitting off all of the assets and liabilities associated with Oncor employees and all retirees and terminated vested participants of EFH Corp. and its subsidiaries (including discontinued businesses) into a new plan.  Effective January 1, 2013, Oncor assumed sponsorship of this new plan.

Oncor Ring-Fenced Entities

Refers to Oncor Holdings and its direct and indirect subsidiaries, including Oncor.

OPEB

other postretirement employee benefits

OPEB Plan

Refers to an EFH Corp. sponsored plan (in which Oncor participates) that offers certain health care and life insurance benefits to eligible employees and their eligible dependents upon the retirement of such employees from the company.

PUCT

Public Utility Commission of Texas

PURA

Texas Public Utility Regulatory Act

purchase accounting

The purchase method of accounting for a business combination as prescribed by US GAAP, whereby the cost or “purchase 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.

REP

retail electric provider

S&P

Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc. (a credit rating agency)

SEC

US Securities and Exchange Commission

Sponsor Group

Refers collectively to certain investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (KKR), TPG Global, LLC (together with its affiliates, TPG) and GS Capital Partners, an affiliate of Goldman, Sachs & Co., that have an ownership interest in Texas Holdings.

TCEH

Refers to Texas Competitive Electric Holdings Company LLC, a direct, wholly-owned subsidiary of EFCH and an indirect subsidiary of EFH Corp., and/or its subsidiaries, depending on context.  Its major subsidiaries include Luminant and TXU Energy.

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 owns substantially all of the common stock of EFH Corp.

 

3

 


 

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.  Also referred to as “Texas franchise tax” and/or “Texas gross margin tax.”

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, Borealis Infrastructure Management Inc., and the Government of Singapore Investment Corporation, acting through its private equity and infrastructure arm, GIC Special Investments Pte Ltd.  Texas Transmission is not affiliated with EFH Corp., any of EFH Corp.’s subsidiaries or any member of the Sponsor Group.

TXU Energy

Refers to TXU Energy Retail Company LLC, a direct, wholly-owned 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.

US

United States of America

 

 

 

4

 


 

PART I.  FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS

 

ONCOR ELECTRIC DELIVERY COMPANY LLC

CONDENSED STATEMENTS OF CONSOLIDATED INCOME

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2014

 

2013

 

 

(millions of dollars)

Operating revenues:

 

 

 

 

 

 

Nonaffiliates

 

$

676 

 

$

592 

Affiliates

 

 

241 

 

 

225 

Total operating revenues

 

 

917 

 

 

817 

Operating expenses:

 

 

 

 

 

 

Wholesale transmission service

 

 

179 

 

 

131 

Operation and maintenance

 

 

166 

 

 

167 

Depreciation and amortization

 

 

210 

 

 

199 

Provision in lieu of income taxes (Note 10)

 

 

63 

 

 

38 

Taxes other than amounts related to income taxes

 

 

108 

 

 

102 

Total operating expenses

 

 

726 

 

 

637 

Operating income

 

 

191 

 

 

180 

Other income and deductions:

 

 

 

 

 

 

Other income (Note 11)

 

 

 

 

Other deductions (Note 11)

 

 

 

 

Nonoperating provision in lieu of income taxes

 

 

 

 

Interest income

 

 

 

 

Interest expense and related charges (Note 11)

 

 

88 

 

 

94 

Net income

 

$

104 

 

$

87 

 

See Notes to Financial Statements.

 

 

 

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2014

 

2013

 

 

(millions of dollars)

Net income

 

$

104 

 

$

87 

Other comprehensive income (loss):

 

 

 

 

 

 

Cash flow hedges – derivative value net loss recognized in net income (net of tax benefit of $– and $–) (Note 1)

 

 

 -

 

 

Defined benefit pension plans (net of tax benefit of $– and $–) (Note 9)

 

 

 -

 

 

(1)

Total other comprehensive income (loss)

 

 

 -

 

 

 -

Comprehensive income

 

$

104 

 

$

87 

 

See Notes to Financial Statements.

5


 

ONCOR ELECTRIC DELIVERY COMPANY LLC

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2014

 

2013

 

 

(millions of dollars)

Cash flows — operating activities:

 

 

 

 

 

 

Net income

 

$

104 

 

$

87 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

220 

 

 

207 

Provision in lieu of deferred income taxes – net

 

 

(2)

 

 

39 

Other – net 

 

 

(1)

 

 

(1)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Deferred revenues (Note 4)

 

 

 

 

(12)

Changes in other operating assets and liabilities

 

 

(124)

 

 

(162)

Cash provided by operating activities

 

 

198 

 

 

158 

Cash flows — financing activities:

 

 

 

 

 

 

Repayments of long-term debt (Note 6)

 

 

(28)

 

 

(27)

Net increase in short-term borrowings (Note 5)

 

 

234 

 

 

242 

Distributions to members (Note 8)

 

 

(53)

 

 

(50)

Debt discount, premium, financing and reacquisition expenses – net

 

 

(1)

 

 

(1)

Cash provided by financing activities

 

 

152 

 

 

164 

Cash flows — investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(347)

 

 

(349)

Other – net 

 

 

 

 

Cash used in investing activities

 

 

(346)

 

 

(346)

Net change in cash and cash equivalents

 

 

 

 

(24)

Cash and cash equivalents — beginning balance

 

 

27 

 

 

45 

Cash and cash equivalents — ending balance

 

$

31 

 

$

21 

 

See Notes to Financial Statements.

6


 

ONCOR ELECTRIC DELIVERY COMPANY LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

At March 31,

 

At December 31,

 

 

2014

 

2013

 

 

(millions of dollars)

ASSETS

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

31 

 

$

27 

Restricted cash — Bondco (Note 11)

 

 

58 

 

 

52 

Trade accounts receivable from nonaffiliates – net (Note 11)

 

 

390 

 

 

385 

Trade accounts and other receivables from affiliates – net (Note 10)

 

 

120 

 

 

135 

Amounts receivable from members related to income taxes (Note 10)

 

 

23 

 

 

23 

Materials and supplies inventories — at average cost

 

 

69 

 

 

65 

Prepayments and other current assets

 

 

84 

 

 

79 

Total current assets

 

 

775 

 

 

766 

Restricted cash — Bondco (Note 11)

 

 

16 

 

 

16 

Investments and other property (Note 11)

 

 

91 

 

 

91 

Property, plant and equipment – net (Note 11)

 

 

12,068 

 

 

11,902 

Goodwill (Note 11) 

 

 

4,064 

 

 

4,064 

Regulatory assets – net ― Oncor (Note 4)

 

 

1,025 

 

 

1,098 

Regulatory assets – net ― Bondco (Note 4)

 

 

197 

 

 

226 

Other noncurrent assets

 

 

79 

 

 

71 

Total assets

 

$

18,315 

 

$

18,234 

LIABILITIES AND MEMBERSHIP INTERESTS

Current liabilities:

 

 

 

 

 

 

Short-term borrowings (Note 5)

 

$

979 

 

$

745 

Long-term debt due currently ― Oncor (Note 6)

 

 

500 

 

 

 -

Long-term debt due currently ― Bondco (Note 6)

 

 

133 

 

 

131 

Trade accounts payable to nonaffiliates

 

 

147 

 

 

178 

Amounts payable to members related to income taxes (Note 10)

 

 

92 

 

 

23 

Accrued taxes other than amounts related to income

 

 

65 

 

 

169 

Accrued interest

 

 

64 

 

 

95 

Other current liabilities

 

 

118 

 

 

135 

Total current liabilities

 

 

2,098 

 

 

1,476 

Long-term debt, less amounts due currently ― Oncor (Note 6)

 

 

4,703 

 

 

5,202 

Long-term debt, less amounts due currently ― Bondco (Note 6)

 

 

149 

 

 

179 

Liability in lieu of deferred income taxes (Note 10)

 

 

2,422 

 

 

2,414 

Other noncurrent liabilities and deferred credits (Note 11)

 

 

1,483 

 

 

1,554 

Total liabilities

 

 

10,855 

 

 

10,825 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

Membership interests (Note 8):

 

 

 

 

 

 

Capital account ― number of interests outstanding 2014 and 2013 – 635,000,000

 

 

7,508 

 

 

7,457 

Accumulated other comprehensive loss

 

 

(48)

 

 

(48)

Total membership interests

 

 

7,460 

 

 

7,409 

Total liabilities and membership interests

 

$

18,315 

 

$

18,234 

 

See Notes to Financial Statements.

7


 

ONCOR ELECTRIC DELIVERY COMPANY LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.    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 subsidiary 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, including subsidiaries of TCEH, that sell power in the north-central, eastern and western parts of Texas.  Revenues from TCEH represented 26% and 28% of our total operating revenues for the three months ended March 31, 2014 and 2013, respectively.  We are a direct, majority-owned subsidiary of Oncor Holdings, which is a direct, wholly-owned subsidiary of EFIH, a direct, wholly-owned subsidiary of EFH Corp.  EFH Corp. is a subsidiary of Texas Holdings, which is controlled by the Sponsor Group.  Oncor Holdings owns 80.03% of our membership interests, Texas Transmission owns 19.75% of our membership interests and certain members of our management team and board of directors indirectly own the remaining membership interests through Investment LLC.  We are managed as an integrated business; consequently, there are no separate reportable business segments.

 

Our consolidated financial statements include our wholly-owned, bankruptcy-remote financing subsidiary, Bondco, a variable interest entity.  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.

 

Various “ring-fencing” measures have been taken to enhance the separateness between the Oncor Ring-Fenced Entities and the Texas Holdings Group and our credit quality.  These measures serve to mitigate our and Oncor Holdings’ credit exposure to the Texas Holdings Group and to reduce the risk that our assets and liabilities or those of Oncor Holdings would be substantively consolidated with the assets and liabilities of the Texas Holdings Group in connection with a bankruptcy of one or more of those entities.  Such measures include, among other things: our sale of a 19.75% equity interest to Texas Transmission in November 2008; maintenance of separate books and records for the Oncor Ring-Fenced Entities; our board of directors being comprised of a majority of independent directors; and prohibitions on the Oncor Ring-Fenced Entities providing credit support to, or receiving credit support from, any member of the Texas Holdings Group.  The assets and liabilities of the Oncor Ring-Fenced Entities are separate and distinct from those of the Texas Holdings Group, including TXU Energy and Luminant, and none of the assets of the Oncor Ring-Fenced Entities are available to satisfy the debt or contractual obligations of any member of the Texas Holdings Group.  We do not bear any liability for debt or contractual obligations of the Texas Holdings Group, and vice versa.  Accordingly, our operations are conducted, and our cash flows are managed, independently from the Texas Holdings Group.

 

EFH Corp. Bankruptcy Proceedings

 

On April 29, 2014 (EFH Petition Date), EFH Corp. and the substantial majority of its direct and indirect subsidiaries that are members of the Texas Holdings Group, including EFIH, EFCH and TCEH, commenced proceedings under Chapter 11 of the US Bankruptcy Code.  The Oncor Ring-Fenced Entities are not parties to the EFH Bankruptcy Proceedings.  We believe the “ring-fencing” measures discussed above mitigate our potential exposure to the EFH Bankruptcy Proceedings.  See Note  2 for a discussion of the potential impacts of the EFH Bankruptcy Proceedings on our financial statements.

 

Basis of Presentation

 

Our condensed consolidated financial statements have been prepared in accordance with US GAAP and on the same basis as the audited financial statements in our 2013 Form 10-K.  Adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results of operations and financial position have been included

8


 

therein.  All intercompany items and transactions have been eliminated in consolidation.  Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with US GAAP have been omitted pursuant to the rules and regulations of the SEC.  Because the condensed consolidated interim financial statements do not include all of the information and footnotes required by US GAAP, they should be read in conjunction with the audited financial statements and related notes in our 2013 Form 10-K.  The results of operations for an interim period may not give a true indication of results for a full year due to seasonality.  All dollar amounts in the financial statements and tables in the notes are stated in millions of US 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.

 

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.

 

Reconcilable Tariffs

 

The PUCT has designated certain tariffs (TCRF, EECRF surcharges, 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.

 

Contingencies

 

We evaluate and account for contingencies using the best information available.  A loss contingency is accrued and disclosed when it is probable that an asset has been impaired or a liability incurred and the amount of the loss can be reasonably estimated.  If a range of probable loss is established, the minimum amount in the range is accrued, unless some other amount within the range appears to be a better estimate.  If the probable loss cannot be reasonably estimated, no accrual is recorded, but the loss contingency is disclosed to the effect that the probable loss cannot be reasonably estimated.  A loss contingency will be disclosed when it is reasonably possible that an asset has been impaired or a liability incurred.  If the likelihood that an impairment or incurrence is remote, the contingency is neither accrued nor disclosed.  Gain contingencies are recognized upon realization.

 

2.    SUBSEQUENT EVENT

 

On the EFH Petition Date, EFH Corp. and the substantial majority of its direct and indirect subsidiaries that are members of the Texas Holdings Group, including EFIH, EFCH and TCEH, commenced proceedings under Chapter 11 of the US Bankruptcy Code.  The Oncor Ring-Fenced Entities are not parties to the EFH Bankruptcy Proceedings.  We believe the “ring-fencing” measures discussed above mitigate our potential exposure to the EFH Bankruptcy Proceedings.

 

At March 31, 2014, our receivables from the Texas Holdings Group totaled  $138 million.  As of the EFH Petition Date, we estimate that our receivables from the Texas Holdings Group totaled approximately $124 million as indicated below.  The US Bankruptcy Code automatically enjoined, or stayed, us from judicial or administrative proceedings or filing of other actions against our affiliates or their property to recover, collect or secure our claims arising prior to the EFH Petition Date.  Following the EFH Petition Date, EFH Corp. has sought approval from the

9


 

bankruptcy court to pay or otherwise honor certain prepetition obligations generally designed to stabilize its operations.  Included in the EFH Corp. requests are the obligations owed to us representing our receivables.  If the bankruptcy court determines that EFH Corp. cannot pay any of these obligations, we would incur a loss in the amount of the related receivable.  Therefore, we estimate the potential pre-tax loss to be in the range of zero to $124 million depending on the outcome of various aspects of the EFH Bankruptcy Proceedings.  We are unable to predict the outcome of the requests at this time.  As such, at March 31, 2014, a provision for uncollectible accounts from affiliates had not been established.  We expect to collect for services rendered to the Texas Holdings Group after the EFH Petition Date.

 

Our estimate of receivables from EFH Corp. affiliates as of the EFH Petition Date consisted of the following:

 

 

 

 

 

 

 

 

 

Electricity delivery fees (including transition bond charges)

 

$

109 

Transition bond charges secured by letters of credit

 

 

(5)

Federal income taxes under the tax sharing agreement

 

 

18 

Administrative services, shared facilities and miscellaneous

 

 

Receivables from affiliates

 

$

124 

 

The EFH Bankruptcy Proceedings are a complex litigation matter and the full extent of potential liability at this time is unknown.  Bankruptcy courts have broad equitable powers, and as a result, outcomes in bankruptcy proceedings are inherently difficult to predict.  We will continue to evaluate our affiliate transactions and contingencies throughout the EFH Bankruptcy Proceedings to determine any risks and resulting impacts on our financial statements.

 

See Note 10 for details of our related-party transactions with members of the Texas Holdings Group.

 

3.    REGULATORY MATTERS

 

2008 Rate Review

 

In August 2009, the PUCT issued a final order with respect to our June 2008 rate review filing with the PUCT and 204 cities based on a test year ended December 31, 2007 (PUCT Docket No. 35717), and new rates were implemented in September 2009.  In November 2009, the PUCT issued an order on rehearing that established a new rate class but did not change the revenue requirements.  We and four other parties appealed various portions of the rate review final order to a state district court.   In January 2011, the district court signed its judgment reversing the PUCT with respect to two issues: the PUCT’s disallowance of certain franchise fees and the PUCT’s decision that PURA no longer requires imposition of a rate discount for state colleges and universities.  We filed an appeal with the Texas Third Court of Appeals (Austin Court of Appeals) in February 2011 with respect to the issues we appealed to the district court and did not prevail upon, as well as the district court’s decision to reverse the PUCT with respect to discounts for state colleges and universities.  Oral argument before the Austin Court of Appeals was completed in April 2012.  There is no deadline for the court to act.  We are unable to predict the outcome of the appeal.

 

See Note 2 to Financial Statements in our 2013 Form 10-K for additional information regarding regulatory matters.

10


 

4.    REGULATORY ASSETS AND LIABILITIES

 

Recognition of regulatory assets and liabilities and the amortization periods over which they are expected to be recovered or refunded through rate regulation reflect the decisions of the PUCT.  Components of the regulatory assets and liabilities are provided in the table below.  Amounts not earning a return through rate regulation are noted.

 

 

 

 

 

 

 

 

 

 

 

Remaining Rate Recovery/Amortization Period at

 

Carrying Amount At

 

 

March 31, 2014

 

March 31, 2014

 

December 31, 2013

Regulatory assets:

 

 

 

 

 

 

 

 

Generation-related regulatory assets securitized

  by transition bonds (a)(e)

 

2 years

 

$

250 

 

$

281 

Employee retirement costs 

 

6 years

 

 

67 

 

 

71 

Employee retirement costs to be reviewed (b)(c)

 

To be determined

 

 

229 

 

 

224 

Employee retirement liability (a)(c)(d)

 

To be determined

 

 

480 

 

 

491 

Self-insurance reserve (primarily storm recovery

  costs) ― net

 

6 years

 

 

150 

 

 

158 

Self-insurance reserve to be reviewed (b)(c)

 

To be determined

 

 

194 

 

 

196 

Securities reacquisition costs

  (pre-industry restructure)

 

3 years

 

 

30 

 

 

32 

Securities reacquisition costs

  (post-industry restructure) ― net

 

Terms of related debt

 

 

 

 

Recoverable amounts in lieu of deferred

  income taxes ― net

 

Life of related asset or liability

 

 

35 

 

 

42 

Rate review expenses (a)

 

Largely 2 years

 

 

 

 

Advanced meter customer education costs

 

6 years

 

 

 

 

Deferred conventional meter and metering

  facilities depreciation

 

Largely 7 years

 

 

140 

 

 

146 

Deferred AMS costs

 

6 years

 

 

76 

 

 

62 

Energy efficiency performance bonus (a)

 

1 year

 

 

 

 

12 

Under-recovered wholesale transmission

  service expense ― net (a)

 

1 year

 

 

38 

 

 

37 

Other regulatory assets

 

Various

 

 

 

 

Total regulatory assets

 

 

 

 

1,720 

 

 

1,771 

Regulatory liabilities:

 

 

 

 

 

 

 

 

Estimated net removal costs

 

Life of utility plant

 

 

423 

 

 

385 

Investment tax credit and protected excess

  deferred taxes

 

Various

 

 

21 

 

 

23 

Over-collection of transition bond revenues (a)(e)

 

2 years

 

 

36 

 

 

35 

Energy efficiency programs (a)

 

Not applicable

 

 

18 

 

 

Total regulatory liabilities

 

 

 

 

498 

 

 

447 

Net regulatory asset

 

 

 

$

1,222 

 

$

1,324 

____________

(a)

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

(b)

Costs incurred since the period covered under the last rate review.

(c)

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

(d)

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

(e)

Bondco net regulatory assets of $197 million at March 31, 2014 consisted of $233 million included in generation-related regulatory assets net of the regulatory liability for over-collection of transition bond revenues of $36 million.  Bondco net regulatory assets of $226 million at December 31, 2013 consisted of $261 million included in generation-related regulatory assets net of the regulatory liability for over-collection of transition bond revenues of $35 million.

11


 

 

5.    BORROWINGS UNDER CREDIT FACILITIES

 

At March 31, 2014, we had a $2.4 billion secured revolving credit facility to be used for working capital and general corporate purposes, issuances of letters of credit and support for any commercial paper issuances.  The revolving credit facility expires in October 2016, and we have the option of requesting up to two one-year extensions, with such extensions subject to certain conditions and lender approval.  The terms of the revolving credit facility allow us to request an additional increase in our borrowing capacity of $100 million, provided certain conditions are met, including lender approval.

 

Borrowings under the revolving credit facility are classified as short-term on the balance sheet and are secured equally and ratably with all of our other secured indebtedness 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.

 

At March 31, 2014, we had outstanding borrowings under the revolving credit facility totaling $979 million with an interest rate of 1.65% and outstanding letters of credit totaling $7 million.  At December 31, 2013, we had outstanding borrowings under the revolving credit facility totaling $745 million with an interest rate of 1.67% and outstanding letters of credit totaling $6 million.

 

Borrowings under the revolving credit facility bear interest at per annum rates equal to, at our option, (i) LIBOR plus a spread ranging from 1.00% to 1.75% 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) daily one-month LIBOR plus 1.00%) plus a spread ranging from 0.00% to 0.75% depending on credit ratings assigned to our senior secured non-credit enhanced long-term debt.  At March 31, 2014, all outstanding borrowings bore interest at LIBOR plus 1.50%.  Amounts borrowed under the revolving 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 0.100% to 0.275% (such spread depending on certain credit ratings assigned to our senior secured debt) of the daily unused commitments under the revolving credit facility.  Letter of credit fees on the stated amount of letters of credit issued under the revolving 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 March 31, 2014, letters of credit bore interest at 1.70%, and a commitment fee (at a rate of 0.225% per annum) was payable on the unfunded commitments under the revolving credit facility, each based on our current credit ratings.

 

Subject to the limitations described below, borrowing capacity available under the revolving credit facility at March 31, 2014 and December 31, 2013 was $1.414 billion and $1.649 billion, respectively.  Generally, our indentures and revolving credit facility limit the incurrence of other secured indebtedness except for indebtedness secured equally and ratably with the indentures and revolving credit facility and certain permitted exceptions.  As described further in Note 6 to Financial Statements in our 2013 Form 10-K, the Deed of Trust permits us to secure indebtedness (including borrowings under our revolving credit facility) 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 have been certified to the Deed of Trust collateral agent.  At March 31, 2014, the available bond credits were approximately $1.940 billion and the amount of additional potential indebtedness that could be secured by property additions, subject to a certification process, was $1.527 billion.  At March 31, 2014, the available borrowing capacity of the revolving credit facility could be fully drawn.

 

The revolving credit facility 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 revolving 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 revolving credit facility (principally, the sum of long-term debt, any capital leases, short-term debt and debt due currently in accordance with US GAAP).  The debt calculation excludes transition bonds issued by Bondco, but includes the unamortized fair value discount related to Bondco.  Capitalization is calculated as membership interests determined in accordance with US GAAP plus indebtedness described above.  At March

12


 

31, 2014, we were in compliance with this covenant with a debt-to-capitalization ratio of 0.45 to 1.00 and with all other covenants.

 

6.    LONG-TERM DEBT

 

At March 31, 2014 and December 31, 2013, our long-term debt consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

2014

 

2013

Oncor (a):

 

 

 

 

 

 

6.375% Fixed Senior Notes due January 15, 2015

 

$

500 

 

$

500 

5.000% Fixed Senior Notes due September 30, 2017

 

 

324 

 

 

324 

6.800% Fixed Senior Notes due September 1, 2018

 

 

550 

 

 

550 

5.750% Fixed Senior Notes due September 30, 2020

 

 

126 

 

 

126 

4.100% Fixed Senior Notes due June 1, 2022

 

 

400 

 

 

400 

7.000% Fixed Debentures due September 1, 2022

 

 

800 

 

 

800 

7.000% Fixed Senior Notes due May 1, 2032

 

 

500 

 

 

500 

7.250% Fixed Senior Notes due January 15, 2033

 

 

350 

 

 

350 

7.500% Fixed Senior Notes due September 1, 2038

 

 

300 

 

 

300 

5.250% Fixed Senior Notes due September 30, 2040

 

 

475 

 

 

475 

4.550% Fixed Senior Notes due December 1, 2041

 

 

400 

 

 

400 

5.300% Fixed Senior Notes due June 1, 2042

 

 

500 

 

 

500 

Unamortized discount

 

 

(22)

 

 

(23)

Less amount due currently

 

 

(500)

 

 

 -

       Long-term debt, less amounts due currently — Oncor

 

 

4,703 

 

 

5,202 

Bondco (b):

 

 

 

 

 

 

5.420% Fixed Series 2003 Bonds due in semiannual installments through August 15, 2015 

 

 

78 

 

 

106 

5.290% Fixed Series 2004 Bonds due in semiannual installments through May 15, 2016 

 

 

205 

 

 

205 

Unamortized fair value discount related to transition bonds

 

 

(1)

 

 

(1)

Less amount due currently

 

 

(133)

 

 

(131)

Long-term debt, less amounts due currently — Bondco

 

 

149 

 

 

179 

Total long-term debt, less amounts due currently

 

$

4,852 

 

$

5,381 

__________

(a)   Secured by first priority lien on certain transmission and distribution assets equally and ratably with all of Oncor’s other secured indebtedness.  See “Deed of Trust” in Note 6 to Financial Statements in our 2013 Form 10-K for additional information.

(b)   The transition bonds are nonrecourse to Oncor and were issued to securitize a regulatory asset.

 

 

Debt-Related Activity in 2014

 

Debt Repayments

 

Repayments of long-term debt in the three months ended March  31, 2014 totaled $28 million and represent transition bond principal payments at scheduled maturity dates.

 

Fair Value of Long-Term Debt

 

At March 31, 2014 and December 31, 2013, the estimated fair value of our long-term debt (including current maturities) totaled $6.382 billion and $6.188 billion, respectively, and the carrying amount totaled $5.485 billion and $5.512 billion, respectively.  The fair value is estimated based upon the market value as determined by quoted market prices, representing Level 1 valuations under accounting standards related to the determination of fair value.

13


 

7.    COMMITMENTS AND CONTINGENCIES

 

EFH Bankruptcy Proceedings

 

On the EFH Petition Date,  EFH Corp. and the substantial majority of its direct and indirect subsidiaries that are members of the Texas Holdings Group, including EFIH, EFCH and TCEH, commenced proceedings under Chapter 11 of the US Bankruptcy Code.    The Oncor Ring-Fenced Entities are not parties to the EFH Bankruptcy Proceedings.  See Notes  2 and 10 for  a  discussion of the potential impacts on us as a result of the EFH Bankruptcy Proceedings and our related-party transactions involving members of the Texas Holdings Group.

 

Guarantees

 

We are the lessee under various operating leases that obligate us to guarantee the residual values of the leased assets.  At March 31, 2014, both the aggregate maximum amount of residual values guaranteed and the estimated residual recoveries totaled $7 million.  These leased assets consist primarily of vehicles used in distribution activities.  The average life of the residual value guarantees under the lease portfolio is approximately 2.2 years.

 

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.  See Note 7 to Financial Statements in our 2013 Form 10-K for additional information regarding our legal and regulatory proceedings.

 

8.    MEMBERSHIP INTERESTS

 

Cash Distributions

 

On April 30, 2014, our board of directors declared a cash distribution of $57 million, which was paid to our members on May 1, 2014.  In February 2014, our board of directors declared, and we paid a cash distribution of $53 million to our members.

 

Distributions are limited by our required regulatory capital structure to be at or below the assumed debt-to-equity ratio established periodically by the PUCT for ratemaking purposes, which is currently set at 60% debt to 40% equity.  At March 31, 2014, our regulatory capitalization ratio was 58.4% debt and 41.6% equity.  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 plus unamortized gains on reacquired debt less unamortized issuance expenses, premiums and losses on reacquired debt.  The debt calculation excludes transition bonds issued by Bondco.  Equity is calculated as membership interests determined in accordance with US GAAP, excluding the effects of purchase accounting (which included recording the initial goodwill and fair value adjustments and the subsequent related impairments and amortization).  At March 31, 2014, $239 million was available for distribution to our members under the capital structure restriction.

14


 

Membership Interests

 

The following tables present the changes to membership interests during the three months ended March 31, 2014 and 2013:

 

 

 

 

 

 

 

 

 

 

 

 

Capital Accounts

 

Accumulated Other Comprehensive Income (Loss)

 

Total Membership Interests

 

 

 

 

 

 

 

 

 

Balance at December 31, 2013

$

7,457 

 

$

(48)

 

$

7,409 

Net income

 

104 

 

 

 -

 

 

104 

Distributions

 

(53)

 

 

 -

 

 

(53)

Balance at March 31, 2014

$

7,508 

 

$

(48)

 

$

7,460 

 

 

 

 

 

 

 

 

 

 

Capital Accounts

 

Accumulated Other Comprehensive Income (Loss)

 

Total Membership Interests

 

 

 

 

 

 

 

 

 

Balance at December 31, 2012

$

7,335 

 

$

(31)

 

$

7,304 

Net income

 

87 

 

 

 -

 

 

87 

Distributions

 

(50)

 

 

 -

 

 

(50)

Net effects of cash flow hedges (net of tax)

 

 -

 

 

 

 

Defined benefit pension plans (net of tax)

 

 -

 

 

(1)

 

 

(1)

Balance at March 31, 2013

$

7,372 

 

$

(31)

 

$

7,341 

 

Accumulated Other Comprehensive Income (Loss)

 

The following tables present the changes to accumulated other comprehensive income (loss) for the three months ended March 31, 2014 and 2013:

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow Hedges – Interest Rate Swap

 

Defined Benefit Pension and OPEB Plans

 

Accumulated Other Comprehensive Income (Loss)

 

 

 

 

 

 

 

 

 

Balance at December 31, 2013

$

(26)

 

$

(22)

 

$

(48)

Defined benefit pension plans (net of tax)

 

 -

 

 

 -

 

 

 -

Amounts reclassified from accumulated other comprehensive income (loss) and reported in interest expense and related charges

 

 -

 

 

 -

 

 

 -

Balance at March 31, 2014

$

(26)

 

$

(22)

 

$

(48)

 

 

 

 

 

 

 

 

 

 

Cash Flow Hedges – Interest Rate Swap

 

Defined Benefit Pension and OPEB Plans

 

Accumulated Other Comprehensive Income (Loss)

 

 

 

 

 

 

 

 

 

Balance at December 31, 2012

$

(28)

 

$

(3)

 

$

(31)

Defined benefit pension plans (net of tax)

 

 -

 

 

(1)

 

 

(1)

Amounts reclassified from accumulated other comprehensive income (loss) and reported in interest expense and related charges

 

 

 

 -

 

 

Balance at March 31, 2013

$

(27)

 

$

(4)

 

$

(31)

 

 

 

 

 

 

 

 

 

 

15


 

 

9.    PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS PLANS

 

We participate in two defined pension plans, the Oncor Retirement Plan and the EFH Retirement Plan, and also participate with EFH Corp. and other subsidiaries of EFH Corp. to offer certain health care and life insurance benefits to eligible employees and their eligible dependents upon the retirement of such employees.  We also have supplemental pension plans for certain employees whose retirement benefits cannot be fully earned under the qualified retirement plans.  See Note 9 to Financial Statements in our 2013 Form 10-K for additional information regarding our pension plans and the OPEB Plan.

 

Our net costs related to pension plans and the OPEB Plan for the three months ended March 31, 2014 and 2013 were comprised of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2014

 

2013

 

 

 

 

 

 

 

Components of net allocated pension costs:

 

 

 

 

 

 

Service cost

 

$

 

$

Interest cost

 

 

33 

 

 

31 

Expected return on assets

 

 

(34)

 

 

(30)

Amortization of net loss

 

 

10 

 

 

17 

Net pension costs

 

 

15 

 

 

24 

Components of net OPEB costs:

 

 

 

 

 

 

Service cost

 

 

 

 

Interest cost

 

 

11 

 

 

10 

Expected return on assets

 

 

(3)

 

 

(3)

Amortization of prior service cost

 

 

(5)

 

 

(5)

Amortization of net loss

 

 

 

 

Net OPEB costs

 

 

11 

 

 

Total net pension and OPEB costs

 

 

26 

 

 

33 

Less amounts deferred principally as property or a regulatory asset

 

 

(17)

 

 

(24)

Net amounts recognized as expense

 

$

 

$

 

The discount rates reflected in net pension and OPEB costs in 2014 are 4.72%, 5.07% and 4.98% for the Oncor Retirement Plan, the EFH Retirement Plan and the OPEB Plan, respectively.  The expected return on pension and OPEB plan assets reflected in the 2014 cost amounts are 6.48%, 6.17% and 7.05% for the Oncor Retirement Plan, the EFH Retirement Plan and the OPEB Plan, respectively.

 

We made cash contributions to the pension plans and OPEB Plan of $65 million and $4 million, respectively, during the three months ended March 31, 2014, and we expect to make additional cash contributions of $22 million and $11 million, respectively, during the remainder of 2014.

 

16


 

10.   RELATED-PARTY TRANSACTIONS

 

The following represent our significant related-party transactions.  See Note 2 for additional information regarding related-party contingencies resulting from the EFH Bankruptcy Proceedings.

 

·

We record revenue from TCEH, principally for electricity delivery fees, which totaled $241 million and $225 million for the three months ended March 31, 2014 and 2013, respectively.  The fees are based on rates regulated by the PUCT that apply to all REPs.  These revenues included less than $1 million for each of the three-month periods ended March 31, 2014 and 2013 pursuant to a transformer maintenance agreement with TCEH.  The balance sheets at March 31, 2014 and December 31, 2013 reflect trade accounts and other receivables from affiliates – net totaling $120 million ($42 million of which was unbilled) and $135 million ($56 million of which was unbilled), respectively, primarily consisting of trade receivables from TCEH related to these electricity delivery fees.  As of the EFH Petition Date, we had collected approximately $73 million of the accounts receivable from affiliates outstanding at March 31, 2014.

 

Trade accounts and other receivables from EFH Corp. affiliates – net reported on our balance sheet consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

At March 31,

 

At December 31,

 

 

2014

 

2013

 

 

 

 

 

 

 

Trade accounts and other receivables from affiliates

 

$

126 

 

$

141 

Trade accounts and other payables to affiliates

 

 

(6)

 

 

(6)

Trade accounts and other receivables from affiliates – net

 

$

120 

 

$

135 

 

·

EFH Corp. subsidiaries charge us for certain administrative services at cost.  Our payments to EFH Corp. subsidiaries for administrative services, which are primarily reported in operation and maintenance expenses, totaled $8 million for each of the three-month periods ended March 31, 2014 and 2013.  We also charge each other for shared facilities at cost.  Our payments to EFH Corp. for shared facilities totaled $1 million for the each of the three-month periods ended March 31, 2014 and 2013.  Payments we received from EFH Corp. subsidiaries related to shared facilities totaled less than $1 million for each of the three-month periods ended March 31, 2014 and 2013.

 

·

We are not a member of EFH Corp.’s consolidated tax group, but EFH Corp.’s consolidated federal income tax return includes EFH Corp.’s portion of our results due to EFH Corp.’s equity ownership in us.  Under the terms of a tax sharing agreement among us, Oncor Holdings, Texas Transmission, Investment LLC and EFH Corp., we are generally obligated to make payments to Texas Transmission, Investment LLC and EFH Corp., 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.  For periods prior to the tax sharing agreement (entered into in October 2007 and amended and restated in November 2008), we are responsible for our share, if any, of redetermined tax liability for the EFH Corp. consolidated tax group.  EFH Corp. also includes our results in its consolidated 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 to Financial Statements in our 2013 Form 10-K under “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.  No income tax payments were made to or received from members in the three months ended March 31, 2014 and 2013.

17


 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2014

 

At December 31, 2013

 

EFH Corp.

 

Texas Transmission

 

Total

 

EFH Corp.

 

Texas Transmission

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal income taxes receivable

$

(18)

 

$

(5)

 

$

(23)

 

$

(18)

 

$

(5)

 

$

(23)

Federal income taxes payable

 

51 

 

 

13 

 

 

64 

 

 

 -

 

 

 -

 

 

 -

Texas margin taxes payable

 

28 

 

 

 -

 

 

28 

 

 

23 

 

 

 -

 

 

23 

Net payable (receivable)

$

61 

 

$

 

$

69 

 

$

 

$

(5)

 

$

 -

 

·

Our PUCT-approved tariffs include requirements to assure adequate credit worthiness of any REP to support the REP’s obligation to collect transition bond-related charges on behalf of Bondco.  Under these tariffs, as a result of TCEH’s credit rating being below investment grade, TCEH is required to post collateral support in an amount equal to estimated transition charges over specified time periods.  Accordingly, at March 31, 2014 and December 31, 2013, TCEH had posted letters of credit in the amount of $9 million for our benefit.

 

·

Under Texas regulatory provisions, the trust fund for decommissioning TCEH’s Comanche Peak nuclear generation facility is funded by a delivery fee surcharge we collect from REPs and remit monthly to TCEH.  Delivery fee surcharges totaled $4 million for each of the three-month periods ended March 31, 2014 and 2013.    Our sole obligation with regard to nuclear decommissioning is as the collection agent of funds charged to ratepayers for nuclear decommissioning activities.  If, at the time of decommissioning, actual decommissioning costs exceed available trust funds, we would not be obligated to pay any shortfalls but would be required to collect any rates approved by the PUCT to recover any additional decommissioning costs.  Further, if there were to be a surplus when decommissioning is complete, such surplus would be returned to ratepayers under terms prescribed by the PUCT.

 

·

Affiliates of the Sponsor Group have (1) 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, and may from time to time in the future participate in any of the items in (1) and (2) above.

 

See Notes 8 and 9 for information regarding distributions to members and our participation in EFH Corp. pension and OPEB plans, respectively.

18


 

11.   SUPPLEMENTARY FINANCIAL INFORMATION

 

Major Customers

 

Revenues from TCEH represented 26% and 28% of our total operating revenues for the three months ended March 31, 2014 and 2013, respectively.  Revenues from REP subsidiaries of NRG Energy, Inc., a nonaffiliated entity, collectively represented 15% and 16% of our total operating revenues for the three months ended March  31, 2014 and 2013, respectively.  No other customer represented 10% or more of our total operating revenues.

 

Other Income and Deductions

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

2014

 

2013

Other income:

 

 

Accretion of fair value adjustment (discount) to regulatory assets due to purchase accounting

$

 

$

Other

 

 

 

 -

Total other income

$

 

$

Other deductions:

 

 

 

 

 

Professional fees

$

 

$

Other

 

 

 

Total other deductions

$

 

$

 

Interest Expense and Related Charges

 

 

 

 

 

 

 

Three Months Ended March 31,

 

2014

 

2013

 

 

 

Interest expense

$

89 

 

$

89 

Amortization of debt issuance costs and discounts

 

 

 

Allowance for funds used during construction – capitalized interest portion

 

(2)

 

 

(2)

Total interest expense and related charges

$

88 

 

$

94 

 

Restricted Cash

 

All restricted cash amounts reported on our balance sheet at March  31, 2014 and December 31, 2013 relate to the transition bonds.

 

Trade Accounts Receivable

 

Trade accounts receivable reported on our balance sheet consisted of the following:

 

 

 

 

 

 

 

 

 

 

At March 31,

 

At December 31,

 

 

2014

 

2013

Gross trade accounts receivable

 

$

517 

 

$

527 

Trade accounts receivable from TCEH

 

 

(124)

 

 

(139)

Allowance for uncollectible accounts

 

 

(3)

 

 

(3)

Trade accounts receivable from nonaffiliates – net

 

$

390 

 

$

385 

 

Gross trade accounts receivable at March  31, 2014 and December 31, 2013 included unbilled revenues of $150 million and $180 million, respectively.  At both March  31, 2014 and December 31, 2013, REP subsidiaries of NRG Energy, Inc., a nonaffiliated entity, collectively represented approximately 14%  and 12%  of the nonaffiliated trade accounts receivable amount, respectively.

 

19


 

Under a PUCT rule relating to the Certification of Retail Electric Providers, write-offs of uncollectible amounts owed by REPs are deferred as a regulatory asset.  Due to commitments made to the PUCT in 2007, we are not allowed to recover bad debt expense, or certain other costs and expenses, from ratepayers in the event of a default or bankruptcy by an affiliate REP.

 

Investments and Other Property

 

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

 

 

 

 

 

 

 

 

 

 

At March 31,

 

At December 31,

 

 

2014

 

2013

 

 

 

 

 

 

 

Assets related to employee benefit plans, including employee savings
  programs

 

$

88 

 

$

88 

Land

 

 

 

 

Total investments and other property

 

$

91 

 

$

91 

 

Property, Plant and Equipment

 

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

 

 

 

 

 

 

 

 

 

 

 

At March 31,

 

At December 31,

 

 

2014

 

2013

 

 

 

 

 

 

 

Total assets in service

 

$

17,571 

 

$

17,056 

Less accumulated depreciation

 

 

5,828 

 

 

5,725 

Net of accumulated depreciation

 

 

11,743 

 

 

11,331 

Construction work in progress

 

 

310 

 

 

556 

Held for future use

 

 

15 

 

 

15 

Property, plant and equipment – net

 

$

12,068 

 

$

11,902 

 

Intangible Assets

 

Intangible assets (other than goodwill) reported on our balance sheet consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2014

 

At December 31, 2013

 

Gross

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

Carrying

 

Accumulated

 

 

 

 

Carrying

 

Accumulated

 

 

 

 

Amount

 

Amortization

 

Net

 

Amount

 

Amortization

 

Net

Identifiable intangible assets subject to amortization included in property, plant and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land easements

$

443 

 

$

83 

 

$

360 

 

$

440 

 

$

82 

 

$

358 

Capitalized software

 

394 

 

 

202 

 

 

192 

 

 

385 

 

 

189 

 

 

196 

Total

$

837 

 

$

285 

 

$

552 

 

$

825 

 

$

271 

 

$

554 

 

20


 

Aggregate amortization expense for intangible assets totaled $14 million and $15 million for the three months ended March  31, 2014 and 2013, respectively.  The estimated aggregate amortization expense for each of the next five fiscal years from December 31, 2013 is as follows:

 

 

 

 

 

 

Year

 

Amortization Expense

2014

 

$

56 

2015

 

 

56 

2016

 

 

53 

2017

 

 

45 

2018

 

 

41 

 

At both March 31, 2014 and December 31, 2013, goodwill totaling $4.1 billion was reported on our balance sheet.  None of this goodwill is being deducted for tax purposes.

 

Other Noncurrent Liabilities and Deferred Credits

 

Other noncurrent liabilities and deferred credits reported on our balance sheet consisted of the following:

 

 

 

 

 

 

 

 

 

 

At March 31,

 

At December 31,

 

 

2014

 

2013

Retirement plans and other employee benefits

 

$

1,342 

 

$

1,399 

Uncertain tax positions (including accrued interest)

 

 

38 

 

 

56 

Amount payable related to income taxes

 

 

17 

 

 

17 

Investment tax credits

 

 

20 

 

 

20 

Other 

 

 

66 

 

 

62 

Total other noncurrent liabilities and deferred credits

 

$

1,483 

 

$

1,554 

 

In the first quarter of 2014, several uncertain tax positions were remeasured under US GAAP guidance as a result of new information received from the IRS with respect to the audit of tax years 2007 through 2009.  As a result, we reduced the liability for uncertain tax positions by $18 million.  This reduction consisted of a $16 million increase to liability in lieu of deferred income taxes and a $2 million ($1 million after tax) reversal of accrued interest, which is reported as a decrease in provision in lieu of income taxes.

 

The IRS audit for the years 2003 through 2006 was concluded in June 2011. A significant number of adjustments to the originally filed returns for such years were proposed.  In March 2013, EFH Corp. and the IRS agreed on terms to resolve the disputed adjustments.  In the first quarter of 2013, we reduced the liability for uncertain tax positions by $76 million to reflect the terms of the agreement.  This reduction consisted of a $58 million increase to liability in lieu of deferred income taxes and a reversal of accrued interest and tax totaling $18 million ($12 million after tax), which is reported as a decrease in provision in lieu of income taxes.  Any cash income tax impact related to the conclusion of the 2003 through 2006 audit is expected to be immaterial.

 

Supplemental Cash Flow Information

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2014

 

2013

Cash payments (receipts) related to:

 

 

 

 

 

 

Interest

 

$

119 

 

$

96 

Capitalized interest

 

 

(2)

 

 

(2)

Interest (net of amounts capitalized)

 

$

117 

 

$

94 

Noncash construction expenditures (a)

 

$

35 

 

$

69 

_____________

(a)

Represents end-of-period accruals.

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ITEM 2.   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 three months ended March 31, 2014 and 2013 should be read in conjunction with the condensed consolidated financial statements and the notes to those statements as well as the Risk Factors contained in our 2013 Form 10-K.

 

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

 

BUSINESS

 

We are a regulated electricity transmission and distribution company principally engaged in providing delivery services to REPs, including subsidiaries of TCEH, that sell power in the north-central, eastern and western parts of Texas.  Revenues from TCEH represented 26%  and 28% of our reported total operating revenues for the three months ended March 31, 2014 and 2013, respectivelyWe are a majority-owned subsidiary of Oncor Holdings, which is a direct, wholly-owned subsidiary of EFIH, a direct, wholly-owned subsidiary of EFH Corp.  Oncor Holdings owns 80.03% of our outstanding membership interests, Texas Transmission owns 19.75% of our outstanding membership interests and certain members of our management team and board of directors indirectly own the remaining 0.22% of the outstanding membership interests through Investment LLC.  We are managed as an integrated business; consequently, there are no separate reportable business segments.

 

Various “ring-fencing” measures have been taken to enhance the separateness between the Oncor Ring-Fenced Entities and the Texas Holdings Group and our credit quality.  These measures serve to mitigate our and Oncor Holdings’ credit exposure to the Texas Holdings Group and to reduce the risk that our assets and liabilities or those of Oncor Holdings would be substantively consolidated with the assets and liabilities of the Texas Holdings Group in connection with a bankruptcy of one or more of those entities.  Such measures include, among other things: our sale of a 19.75% equity interest to Texas Transmission in November 2008; maintenance of separate books and records for the Oncor Ring-Fenced Entities; our board of directors being comprised of a majority of independent directors; and prohibitions on the Oncor Ring-Fenced Entities providing credit support to, or receiving credit support from, any member of the Texas Holdings Group.  The assets and liabilities of the Oncor Ring-Fenced Entities are separate and distinct from those of the Texas Holdings Group, including TXU Energy and Luminant, and none of the assets of the Oncor Ring-Fenced Entities are available to satisfy the debt or contractual obligations of any member of the Texas Holdings Group.  We do not bear any liability for debt or contractual obligations of the Texas Holdings Group, and vice versa.  Accordingly, our operations are conducted, and our cash flows are managed, independently from the Texas Holdings Group.

 

Significant Activities and Events

 

EFH Corp. Bankruptcy Proceedings — On April 29, 2014 (EFH Petition Date), EFH Corp. and the substantial majority of its direct and indirect subsidiaries that are members of the Texas Holdings Group, including EFIH, EFCH and TCEH, commenced proceedings under Chapter 11 of the US Bankruptcy Code.  The Oncor Ring-Fenced Entities are not parties to the EFH Bankruptcy Proceedings.  EFH Corp. and EFIH are our direct 80.03% equity holders.  We believe the “ring-fencing” measures discussed above mitigate our potential exposure to the EFH Bankruptcy Proceedings and associated transactions.

 

At March 31, 2014, our receivables from the Texas Holdings Group totaled $138 million.  As of the EFH Petition Date, we estimate that our receivables from the Texas Holdings Group totaled approximately  $124 million (see Note 2 to Financial Statements).  The US Bankruptcy Code automatically enjoined, or stayed, us from judicial or administrative proceedings or filing of other actions against our affiliates or their property to recover, collect or secure our claims arising prior to the EFH Petition Date.  Following the EFH Petition Date, EFH Corp. has sought approval from the bankruptcy court to pay or otherwise honor certain prepetition obligations generally designed to stabilize its operations.  Included in the EFH Corp. requests are the obligations owed to us representing our receivables.  If the bankruptcy court determines that EFH Corp. cannot pay these obligations, we would incur a loss in the amount of the related receivable.  Therefore, we estimate the potential pre-tax loss to be in the range of zero to $124 million depending on the outcome of the various aspects of the EFH Bankruptcy ProceedingsWe are unable

22


 

to predict the outcome of these requests at this time.  We expect to collect for services rendered to the Texas Holdings Group after the EFH Petition Date.

 

The EFH Bankruptcy Proceedings are a complex litigation matter and the full extent of potential liability at this time is unknown.  Bankruptcy courts have broad equitable powers, and as a result, outcomes in bankruptcy proceedings are inherently difficult to predict.  We will continue to evaluate our affiliate transactions and contingencies throughout the EFH Bankruptcy Proceedings to determine any risks and resulting impacts on our financial statements in accordance with our accounting policies.  See Notes, 2, 7 and 10 to Financial Statements and “Item 3. Quantitative and Qualitative Disclosures About Market Risk” for additional information.

 

For information regarding matters with the PUCT, see discussion below under “Regulation and Rates.”

23


 

RESULTS OF OPERATIONS

 

Operating Data

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

%

 

 

 

2014

 

 

2013

 

 

Change

Operating statistics:

 

 

 

 

 

 

 

 

 

Electric energy billed volumes (gigawatt-hours):

 

 

 

 

 

 

 

 

 

Residential

 

 

11,343 

 

 

9,455 

 

 

20.0 

Other (a)

 

 

16,752 

 

 

16,041 

 

 

4.4 

Total electric energy billed volumes

 

 

28,095 

 

 

25,496 

 

 

10.2 

 

 

 

 

 

 

 

 

 

 

Reliability statistics (b):

 

 

 

 

 

 

 

 

 

System Average Interruption Duration Index (SAIDI) (nonstorm)

 

 

104.8 

 

 

101.7 

 

 

3.0 

System Average Interruption Frequency Index (SAIFI) (nonstorm)

 

 

1.4 

 

 

1.3 

 

 

7.7 

Customer Average Interruption Duration Index (CAIDI) (nonstorm)

 

 

75.8 

 

 

78.8 

 

 

(3.8)

 

 

 

 

 

 

 

 

 

 

Electricity points of delivery (end of period and in thousands):

 

 

 

 

 

 

 

 

 

Electricity distribution points of delivery (based on number of active meters)

 

 

3,296 

 

 

3,253 

 

 

1.3 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

$

 

 

 

2014

 

 

2013

 

 

Change

Operating revenues:

 

 

 

 

 

 

 

 

 

Distribution base revenues

 

$

448 

 

$