UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~March 3031, ~~2018~~2019

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

For the transition period from ___________ to ___________

Commission file number: 001-36822

InfraREIT, Inc.

(Exact name of Registrant as specified in its charter)

Maryland		75-2952822
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)
1900 North Akard Street Dallas, Texas 75201		75201
(Address of Principal Executive Offices)		(Zip Code)

(214) 855-6700

(Registrant’s Telephone Number, Including Area Code)

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

AsSecurities ofregistered ~~October~~pursuant ~~29,~~to ~~2018,~~Section ~~43,962,167~~12(b) ~~shares~~ of ~~common~~the ~~stock were issued and outstanding.~~Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	HIFR	New York Stock Exchange

As of April 29, 2019, the registrant had 44,005,370 shares of common stock, $0.01 par value per share, outstanding.

InfraREIT, Inc.

INDEX

		Page
Glossary of Terms		3
Forward-Looking Statements		4
PART I.	Financial Information	56
Item 1.	Consolidated Financial Statements (Unaudited)	56
	Consolidated Balance Sheets	56
	Consolidated Statements of Operations	67
	Consolidated Statements of Cash Flows	8
	Consolidated Statements of Stockholders’ Equity	8
	Notes to the Unaudited Consolidated Financial Statements	9
	Consolidated Statements of Cash Flows	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Notes to the Unaudited Consolidated Financial Statements	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 4.	Controls and Procedures	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
PART II.	Other Information	31
Item 4.	Controls and Procedures	33
Item 1.	Legal Proceedings	31
PART II.	Other Information	34
Item 1A.	Risk Factors	31
Item 1.	Legal Proceedings	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 1A.	Risk Factors	34
Item 3.	Defaults Upon Senior Securities	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 4.	Mine Safety Disclosures	32
Item 3.	Defaults Upon Senior Securities	34
Item 5.	Other Information	32
Item 4.	Mine Safety Disclosures	34
Item 6.	Exhibits	33
Item 5.	Other Information	34
Signatures		34
Item 6.	Exhibits	34
Signatures		36

GLOSSARY OF TERMS

This glossary highlights some of the industry terms that we use in this Quarterly Report on Form 10-Q and is not a complete list of all defined terms used herein.

Abbreviation		Term
AFUDC		allowance for funds used during construction
CREZ		competitive renewable energy zones, as defined by a 2005 Texas law establishing the Texas renewable energy program
distribution		that portion of a power delivery network consisting of an interconnected group of electric distribution lines, towers, poles, substations, transformers and associated assets over which electric power is distributed from points within the transmission network to end use consumers
distribution service territory		a designated area in which a utility is required or has the right to supply electric service to ultimate customers under a regulated utility structure
Footprint Projects		transmission or, if applicable, distribution projects that (1) are primarily situated within our current or previous distribution service territory, as applicable; (2) physically hang from our existing transmission assets, such as the addition of another circuit to our existing transmission lines, or that are physically located within one of our substations; or (3) connect or are otherwise added to transmission lines or other property that comprise a part of the transmission assets acquired in the 2017 Asset Exchange Transaction (as defined below). Footprint Projects do not include the addition of a new substation on our existing transmission lines or generation interconnects to our existing transmission lines, unless the addition or interconnection occurred within our current or prior distribution service territories
PUCT		Public Utility Commission of Texas
rate base		calculated as our gross electric plant in service under U.S. GAAP (as defined below), which is the aggregate amount of our total cash expenditures used to construct such assets plus AFUDC, less accumulated depreciation and adjusted for accumulated deferred income taxes, regulatory liabilities and regulatory assets
regulated assets		rate-regulated electric transmission and distribution assets, as applicable, such as power lines, substations, transmission towers, distribution poles, transformers and related property and assets
SEC		U.S. Securities and Exchange Commission
Sharyland		Sharyland Utilities, L.P., a Texas-based regulated electric utility and our sole tenant
transmission		that portion of a power delivery network consisting of an interconnected group of electric transmission lines, towers, poles, switchyards, substations, transformers and associated assets over which electric power is transmitted between points of supply or generation and distribution
U.S. GAAP		accounting principles generally accepted in the United States of America

FORWARD-LOOKING STATEMENTS

Some of the information in this Quarterly Report on Form 10-Q may contain forward-looking statements. Forward-looking statements give InfraREIT, Inc.’s (we, Company or InfraREIT) current expectations and include projections of results of operations or financial condition or forecasts of future events. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential” or “continue” and similar expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this document include our expectations regarding our strategies, objectives, growth and anticipated financial and operational performance, including guidance regarding our capital expenditures, infrastructure programs and estimated distributions to our stockholders ~~and certain statements regarding the pending sale of InfraREIT to Oncor Electric Delivery Company LLC (Oncor) and related transactions~~.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, the assumptions and estimates underlying the forward-looking statements included in this document are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in this document. Accordingly, when considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this document, and you are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors, and you should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

• delays in ~~consummating~~achieving, or failure to ~~consummate~~achieve, the sale of InfraREIT to Oncor orElectric ~~the~~Delivery Company LLC (Oncor) or related transactions, including the asset exchange with Sharyland ~~Utilities~~, ~~L.P. (Sharyland),~~ whether due to the failure to obtain required approvals or to obtain necessary regulatory approvals on favorable terms or due to other unsatisfied closing conditions, including a termination of the sale under circumstances that could require us to pay a termination fee;

•

decisions by regulators or changes in governmental policies or regulations with respect to our organizational structure, lease arrangements, capitalization, acquisitions and dispositions of assets, recovery of investments, authorized rate of return and other regulatory parameters;

•

our current reliance on our tenant for all our lease revenue and, as a result, our dependency on our tenant’s solvency and financial and operating performance;

•

the amount of available investment to grow our rate base;

•

cyber breaches and weather conditions or other natural phenomena;

•

our ability to negotiate future rent payments or renew leases with our tenant;

•

insufficient cash available to meet distribution requirements;

• cyber breaches and weather conditions or other natural phenomena;

•

the price and availability of debt and equity financing;

•

our level of indebtedness or debt service obligations;

•

the effects of existing and future tax and other laws and governmental regulations;

•

our failure to qualify or maintain our status as a real estate investment trust (REIT) or changes in the tax laws applicable to REITs;

•

the termination of our management agreement or the loss of the services of Hunt Utility Services, LLC (Hunt Manager) or other qualified personnel;

•

adverse economic developments in the electric power industry or in business conditions generally; and

•

certain other factors discussed elsewhere in this Quarterly Report on Form 10-Q.

For the above reasons, there can be no assurance that any forward-looking statements included herein will prove to be indicative of our future performance or that actual results will not differ materially from those presented. In no event should the inclusion of forward-looking information in this document be regarded as a representation by any person that the results contained in such forward-looking information will be achieved.

Forward-looking statements speak only as of the date on which they are made. While we may update these statements from time to time, we are not required to do so other than pursuant to applicable laws. For a further discussion of these and other factors that could impact our future results and performance, see Part I, Item 1A., Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission (SEC) on March 5, 2018 (2017 Form 10-K) and Part II, Item 1A., Risk Factors of this Quarterly Report on Form 10-Q.

Forward-looking statements speak only as of the date on which they are made. While we may update these statements from time to time, we are not required to do so other than pursuant to applicable laws. For a further discussion of these and other factors that could impact our future results and performance, see Part I, Item 1A., Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 27, 2019 (2018 Form 10-K).

PART I. FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements

InfraREIT, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	September 30, 2018			December 31, 2017
	March 31, 2019			December 31, 2018
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	3,~~223~~487		$	21,~~867~~808
Restricted cash		1,~~687~~693			1,~~683~~689
Due from affiliates		33,~~401~~126			3538,~~172~~174
Inventory		76,~~592~~862			6,~~759~~903
Prepaids and other current assets		12,~~041~~648			21,~~460~~077
Total current assets		4647,~~944~~816			4849,~~941~~651
Electric Plant, net		1,~~800~~814,~~517~~584			1,~~772~~811,~~229~~317
Goodwill		138,384			138,384
Other Assets		31,~~771~~671			3431,~~314~~678
Total Assets	$	2,~~017~~032,~~616~~455		$	12,~~993~~031,~~868~~030
Liabilities and Equity
Current Liabilities
Accounts payable and accrued liabilities	$	2820,~~345~~881		$	2119,~~230~~657
Short-term borrowings		~~101~~106,~~000~~500			41112,~~000~~500
Current portion of long-term debt		8,~~667~~919			688,~~305~~792
Dividends and distributions payable		15,~~176~~182			15,~~169~~176
Accrued taxes		~~748~~1,307			51,~~633~~052
Total current liabilities		~~153~~152,~~936~~789			~~151~~157,~~337~~177
Long-Term Debt, Less Deferred Financing Costs		~~834~~830,~~693~~185			~~841~~832,~~215~~455
Regulatory Liabilities		~~111~~119,~~811~~362			~~100~~115,~~458~~532
Total liabilities		1,100,440			1,093,010
Long-Term Operating Lease Liabilities		345			—
Total liabilities		1,102,681			1,105,164
Commitments and Contingencies
Equity
Common stock, $0.01 par value; 450,000,000 shares authorized; 43,962,167 and 43,796,915 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		440			438
Common stock, $0.01 par value; 450,000,000 shares authorized; 44,005,370 and 43,974,998 issued and outstanding as of March 31, 2019 and December 31, 2018, respectively		440			440
Additional paid-in capital		~~709~~708,~~488~~519			~~706~~708,~~357~~283
Accumulated deficit		(3829,~~229~~278	)		(4932,~~728~~022	)
Total InfraREIT, Inc. equity		~~671~~679,~~699~~681			~~657~~676,~~067~~701
Noncontrolling interest		~~245~~250,~~477~~093			~~243~~249,~~791~~165
Total equity		~~917~~929,~~176~~774			~~900~~925,~~858~~866
Total Liabilities and Equity	$	2,~~017~~032,~~616~~455		$	12,~~993~~031,~~868~~030

See accompanying notes to the unaudited consolidated financial statements.

InfraREIT, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2018

2017

2018

2017

2019

2018

Lease revenue

48,~~926~~574

5145,~~618~~656

~~142,409~~

~~131,664~~

Operating costs and expenses

General and administrative expense

67,~~787~~087

6,~~718~~088

~~19,506~~

~~19,565~~

Depreciation

12,~~063~~204

1311,~~328~~577

~~35,632~~

~~38,997~~

Total operating costs and expenses

1819,~~850~~291

2017,~~046~~665

~~55,138~~

~~58,562~~

Income from operations

3029,~~076~~283

3127,~~572~~991

~~87,271~~

~~73,102~~

Other (expense) income

Interest expense, net

(10,~~120~~060

)

(10,~~357~~674

)

~~(31,864~~

)

~~(30,196~~

)

Other income, net

~~331~~733

~~1,114~~

~~351~~

Total other expense

(10,~~113~~059

)

(109,~~026~~941

)

~~(30,750~~

)

~~(29,845~~

)

Income before income taxes

19,~~963~~224

2118,~~546~~050

~~56,521~~

~~43,257~~

Income tax expense (benefit)

257

308

(4,885

)

873

Income tax expense

255

286

Net income

1918,~~706~~969

2117,~~238~~764

~~61,406~~

~~42,384~~

Less: Net income attributable to noncontrolling interest

5,~~435~~224

54,~~908~~900

~~16,937~~

~~11,797~~

Net income attributable to InfraREIT, Inc.

1413,~~271~~745

1512,~~330~~864

~~44,469~~

~~30,587~~

Net income attributable to InfraREIT, Inc. common stockholders per share:

Basic

0.3231

0.3529

~~1.01~~

~~0.70~~

Diluted

0.3231

0.3529

~~1.01~~

~~0.70~~

Cash dividends declared per common share

0.25

~~0.75~~

See accompanying notes to the unaudited consolidated financial statements.

InfraREIT, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

	Number of Common Shares Outstanding		Common Stock		Additional Paid-In Capital		Accumulated Deficit			Total InfraREIT, Inc. Equity			Noncontrolling Interest			Total Equity
Balance December 31, 2017		43,796,915		438		706,357		(49,728	)		657,067			243,791			900,858
Balance December 31, 2018		43,974,998	$	440	$	708,283	$	(32,022	)	$	676,701		$	249,165		$	925,866
Dividends and distributions		—		—		—		(11,001	)		(11,001	)		(4,180	)		(15,181	)
Redemption of operating partnership units for common stock		7,698		—		116		—			116			(116	)		—
Common stock issued		22,674		—		—		—			—			—			—
Net income		—		—		—		13,745			13,745			5,224			18,969
Equity based compensation		—		—		120					120			—			120
Balance March 31, 2019		44,005,370	$	440	$	708,519	$	(29,278	)	$	679,681		$	250,093		$	929,774
Balance December 31, 2017		43,796,915	$	438	$	706,357	$	(49,728	)	$	657,067		$	243,791		$	900,858
Dividends and distributions		—		—		—		(10,990	)		(10,990	)		(4,186	)		(15,176	)
Redemption of operating partnership units for common stock		163,969		2		3,104		—			3,106			(3,106	)		—
Net income		—		—		—		12,864			12,864			4,900			17,764
Equity based compensation		—		—		—					—			140			140
Balance March 31, 2018		43,960,884	$	440	$	709,461	$	(47,854	)	$	662,047		$	241,539		$	903,586
Dividends and distributions		—		—		—		(10,990	)		(10,990	)		(4,186	)		(15,176	)
Redemption of operating partnership units for common stock		1,283		—		27		—			27			(27	)		—
Net income		—		—		—		17,334			17,334			6,602			23,936
Equity based compensation		—		—		—		—			—			180			180
Balance June 30, 2018		43,962,167		440		709,488		(41,510	)		668,418			244,108			912,526
Dividends and distributions		—		—		—		(10,990	)		(10,990	)		(4,186	)		(15,176	)
Net income		—		—		—		14,271			14,271			5,435			19,706
Equity based compensation		—		—		—		—			—			120			120
Balance September 30, 2018		43,962,167	$	440	$	709,488	$	(38,229	)	$	671,699		$	245,477		$	917,176
Balance December 31, 2016		43,772,283	$	438	$	705,845	$	(18,243	)	$	688,040		$	255,871		$	943,911
Dividends and distributions		—		—		—		(10,944	)		(10,944	)		(4,225	)		(15,169	)
Redemption of operating partnership units for common stock		3,100		—		55		—			55			(55	)		—
Net income		—		—		—		7,949			7,949			3,068			11,017
Equity based compensation		—		—		—		—			—			140			140
Balance March 31, 2017		43,775,383		438		705,900		(21,238	)		685,100			254,799			939,899
Dividends and distributions		—		—		—		(10,944	)		(10,944	)		(4,225	)		(15,169	)
Redemption of operating partnership units for common stock		3,107		—		55		—			55			(55	)		—
Net income		—		—		—		7,308			7,308			2,821			10,129
Equity based compensation		—		—		—		—			—			145			145
Balance June 30, 2017		43,778,490		438		705,955		(24,874	)		681,519			253,485			935,004
Dividends and distributions		—		—		—		(10,950	)		(10,950	)		(4,219	)		(15,169	)
Redemption of operating partnership units for common stock		17,142		—		382		—			382			(382	)		—
Net income		—		—		—		15,330			15,330			5,908			21,238
Equity based compensation		—		—		—		—			—			143			143
Balance September 30, 2017		43,795,632	$	438	$	706,337	$	(20,494	)	$	686,281		$	254,935		$	941,216

See accompanying notes to the unaudited consolidated financial statements.

InfraREIT, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2018			2017
	2019			2018
Cash flows from operating activities
Net income	$	6118,~~406~~969		$	4217,~~384~~764
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		3512,~~632~~204			3811,~~997~~577
Amortization of deferred financing costs		~~2,568~~361			31,~~101~~071
Allowance for funds used during construction - other funds		~~(1,094~~—	)		(~~318~~730	)
Equity based compensation		~~440~~120			~~428~~140
Changes in assets and liabilities:
Due from affiliates		15,~~624~~048			42,~~036~~567
Inventory		~~(833~~41	)		95(132	)
Prepaids and other current assets		(661,553	)		(27573	)
Accounts payable and accrued liabilities		~~(590~~1,217	)		~~334~~3,153
Net cash provided by operating activities		9936,~~087~~407			8934,~~030~~837
Cash flows from investing activities
Additions to electric plant		(4811,~~653~~396	)		(~~147~~15,~~803~~011	)
Proceeds from asset exchange transaction		~~1,632~~—			—1,632
Net cash used in investing activities		(4711,~~021~~396	)		(~~147~~13,~~803~~379	)
Cash flows from financing activities
Proceeds from short-term borrowings		~~118~~22,000			~~110~~12,~~500~~000
Repayments of short-term borrowings		(5828,000	)		(~~213~~17,~~000~~500	)
Proceeds from borrowings of long-term debt		—			200,000
Repayments of long-term debt		(2,152	)		(2,032	)
Repayments of long-term debt		(66,185	)		(5,845	)
Dividends and distributions paid		(15,176	)		(15,169	)
Deferred financing costs		—			(809	)
Net cash used in financing activities		(23,328	)		(22,701	)
Dividends and distributions paid		(45,521	)		(45,499	)
Net increase (decrease) in cash, cash equivalents and restricted cash		1,683			(1,243	)
Net cash (used in) provided by financing activities		(51,706	)		45,347
Cash, cash equivalents and restricted cash at beginning of period		3,497			4,550
Net increase (decrease) in cash, cash equivalents and restricted cash		360			(13,426	)
Cash, cash equivalents and restricted cash at end of period	$	5,180		$	3,307
Cash, cash equivalents and restricted cash at beginning of period		4,550			19,294
Cash, cash equivalents and restricted cash at end of period	$	4,910		$	5,868

See accompanying notes to the unaudited consolidated financial statements.

InfraREIT, Inc.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.	Description of Business and Presentation of Financial Statements

Basis of Presentation

InfraREIT, Inc. is a Maryland corporation, which may be referred to in these financial statements as the “Company,” “InfraREIT,” “we,” “us” and “our.” These unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2018~~2019. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 filed with the U.S. Securities and Exchange Commission (SEC) on ~~March~~February 527, ~~2018~~2019 (~~2017~~2018 Form 10-K).

We ~~held~~hold 72.45% of the outstanding partnership units (OP Units) in InfraREIT Partners, LP (Operating Partnership or InfraREIT LP) as of ~~September~~March 3031, ~~2018~~2019 and are its general partner. We include the accounts of the Operating Partnership and its subsidiaries in our consolidated financial statements. Affiliates and current or former employees of Hunt Consolidated, Inc. (Hunt) ~~affiliates, current or former employees~~ and members of our board of directors ~~held~~hold the other 27.65% of the outstanding OP Units as of ~~September~~March 3031, ~~2018~~2019.

Use of Estimates

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Recent Accounting Guidance

Recently Adopted Accounting Guidance

In ~~May~~February ~~2014~~2016, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~ASU ~~Board~~2016-02, Leases (~~FASB~~Topic 842). ~~issued~~ASU ~~Accounting~~2016-02 ~~Standards~~amended ~~Update~~the (existing accounting standard for lease accounting, including requiring lessees to recognize all leases on their balance sheets with terms of more than 12 months and making targeted changes to lessor accounting. In January 2018, the FASB issued ASU) ~~2014~~2018-0901, ~~Revenue~~Leases ~~from~~(Topic ~~Contracts~~842): ~~with~~Land ~~Customers~~Easement Practical Expedient for Transition to Topic 842. ASU ~~2014~~2018-0901 ~~requires~~permits ~~revenue~~an entity to beelect ~~recognized~~not ~~when~~to ~~promised~~evaluate ~~goods~~land easements under ASU 2016-02 that exist or ~~services~~expired ~~are~~before ~~transferred~~the toentity’s ~~customers~~adoption inof anASU ~~amount~~2016-02 and that ~~reflects~~were not previously considered leases. In December 2018, the ~~expected~~FASB ~~consideration~~issued ASU 2018-20, Leases (Topic 842), Narrow-Scope Improvements for ~~these~~Lessors, ~~goods~~which permits an entity to elect not to evaluate whether certain sales taxes and ~~services.~~other Assimilar ~~part~~taxes are lessor or lessee costs, giving the entity the ability to exclude costs paid on behalf of ~~this~~the ~~guidance~~lessor by the lessee directly to third parties from the lessor’s income statement. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides an additional transition method. This transition method allows an entity to initially apply the new lease ~~transactions~~standard ~~have~~at ~~been~~the ~~excluded~~adoption ~~from~~date and recognize a cumulative-effect adjustment to the ~~requirements~~opening balance of ~~this~~retained ~~standard~~earnings in the period of adoption. We adopted the new guidance using this transition method and the other guidance ondiscussed herein as of January 1, ~~2018,~~2019. ~~and~~The itadoption ~~had~~of nothe ~~impact~~new onguidance ~~our~~resulted ~~financial~~in ~~position,~~the ~~results~~recognition of ~~operations~~$0.4 million in right-of-use assets and ~~cash~~operating ~~flows~~lease liabilities related to land leases in which we are the lessee and additional disclosures related to all of our leases. See Note 16, Leases for additional information.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Clarification of Certain Cash Receipts and Cash Payments. The objective of ASU 2016-15 is to eliminate the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows by adding or clarifying guidance on eight specific cash flow issues. The new standard should be applied retrospectively to all periods presented, unless deemed impracticable, in which case prospective application is permitted. We adopted the new guidance on January 1, 2018, and the new guidance did not impact our Consolidated Statement of Cash Flows.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 203): Restricted Cash (A Consensus of the FASB Emerging Issues Task Force). ASU 2016-18 adds to or clarifies current guidance on the classification and presentation of restricted cash in the statement of cash flows. The new guidance requires entities to include in their cash and cash equivalent balances in the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. We adopted the guidance on January 1, 2018 and have adjusted all periods presented for the change in presentation of restricted cash on our Consolidated Statement of Cash Flows.

Recent Accounting Guidance Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 amended the existing accounting standard for lease accounting, including requiring lessees to recognize all leases on their balance sheets with terms of more than 12 months and making targeted changes to lessor accounting. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842. ASU 2018-01 permits an entity to elect to not evaluate land easements under ASU 2016-02 that exist or expired before the entity’s adoption of ASU 2016-02 and that were not previously considered leases. The guidance under these standards is effective for periods beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements which provides an additional transition method. This transition method allows an entity to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We will adopt the new guidance using this transition method as of January 1, 2019. We believe the adoption of new guidance will have a minimal impact on our financial position, results of operations and cash flows due to the limited changes related to lessor transactions. However, additional disclosures are required, and full annual disclosures are required for each interim period of 2019.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, modifies and adds disclosure requirements for fair value measurements. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the guidance and delay adoption of the additional disclosures until their effective date. The Company is currently assessing the timing and impact of adopting the new guidance but does not expect it to have a material impact on the Company’s financial position or results of operations.

~~2. 2017 Asset Exchange Transaction~~10

In July 2017, our regulated subsidiary, Sharyland Distribution & Transmission Services, L.L.C. (SDTS), and our sole tenant, Sharyland Utilities, L.P. (Sharyland), signed a definitive agreement (2017 Asset Exchange Agreement) with Oncor Electric Delivery Company LLC (Oncor) to exchange SDTS’s retail distribution assets and certain transmission assets for a group of Oncor’s transmission assets located in Northwest and Central Texas (2017 Asset Exchange Transaction). The 2017 Asset Exchange Transaction closed in November 2017 and, among other things, resulted in SDTS exchanging $403 million of net assets for $383 million of transmission assets owned by Oncor, $18 million of net cash and a $2 ~~million receivable from Oncor as of December 31, 2017~~. ~~The~~Pending ~~transaction~~Corporate resulted in a gain of $0.3 million for SDTS. The receivable from Oncor was included in prepaids and other current assets in the Consolidated Balance Sheets at December 31, 2017 and was collected during the first quarter of 2018. These transactions were structured to qualify, in part, as a simultaneous tax deferred like-kind exchange of assets to the extent that the assets are of “like kind” (within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended).Transactions

Sale and Asset Exchange

On October 18, 2018, InfraREIT and InfraREIT LP entered into a definitive agreement to be acquired by Oncor Electric Delivery Company LLC (Oncor) for $21.00 per share or OP Unit, as applicable, in cash, valued at approximately $1.275 billion, plus the assumption of InfraREIT’s net debt of approximately $940 million as of March 31, 2019. As a condition to Oncor’s acquisition of InfraREIT, Sharyland Distribution & Transmission, L.L.C. (SDTS) and Oncor also signed a definitive agreement with Sharyland Utilities, L.P. (Sharyland) to exchange, immediately prior to Oncor’s acquisition, SDTS’s South Texas assets for Sharyland’s Golden Spread Electric Cooperative interconnection located in the Texas Panhandle, along with certain development projects in the Texas Panhandle and South Plains regions, including the Lubbock Power & Light interconnection. The difference between the net book value of the exchanged assets will be paid in cash at closing. SDTS and Sharyland have agreed to terminate their existing leases in connection with the asset exchange.

The asset exchange with Sharyland and merger with Oncor are mutually dependent on one another, and neither will become effective without the closing of the other.

Arrangements with Hunt

Under the management agreement with Hunt Utility Services, LLC (Hunt Manager), which will be terminated upon the closing of the sale and asset exchange transaction described above, Hunt Manager is entitled to the payment of a termination fee upon the termination or non-renewal of the management agreement. The termination of the management agreement automatically triggers the termination of the development agreement between InfraREIT and Hunt. InfraREIT has agreed to pay Hunt approximately $40.5 million at the closing of the transactions to terminate the management agreement, development agreement, leases with Sharyland, and all other existing agreements between InfraREIT or its subsidiaries and Hunt, Sharyland or their affiliates. This amount is consistent with the termination fee, as calculated at the time the Company entered into the omnibus termination agreement, contractually required under the management agreement.

Closing Conditions and Status

The closing of the transactions is dependent upon and subject to several closing conditions, including:

•

Public Utility Commission of Texas (PUCT) approval of the transactions, including:

exchange of assets with Sharyland;

acquisition of InfraREIT by Oncor; and

Sempra Energy’s 50% ownership of Sharyland Holdings LP;

•

other necessary regulatory approvals, including approval by the Federal Energy Regulatory Commission (FERC), the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act) and clearance by the Committee on Foreign Investment in the United States (CFIUS);

•

stockholder approval;

•

certain lender consents; and

•

other customary closing conditions.

Early termination of the 30-day waiting period required by the HSR Act was received in December 2018. In December 2018, the Operating Partnership’s wholly-owned subsidiary, Transmission and Distribution Company, L.L.C. (TDC) and SDTS entered into amendments that, effective as of the closing, will satisfy the closing condition with respect to the lender consents. Additionally, a special meeting of InfraREIT’s stockholders was held on February 7, 2019, at which time the stockholders voted to approve the transaction. Furthermore, in March 2019, CFIUS clearance was received for the transactions and FERC issued an order approving the transactions.

SDTS, Sharyland, Oncor and Sempra Energy filed a Sale-Transfer-Merger (STM) application with the PUCT on November 30, 2018. In April 2019, the parties to the STM proceeding filed a Stipulation (Settlement) with the PUCT, which is subject to review and approval by the PUCT. A hearing on the merits was held on April 10, 2019. The 180-day deadline for the STM is May 29, 2019, although the PUCT is permitted to extend that deadline for an additional 60 days if necessary.

During the three months ended March 31, 2019, we incurred expenses of $1.7 million for the sale of InfraREIT and related transactions which are included in general and administrative expense on our Consolidated Statements of Operations. We did not have these expenses during the three months ended March 31, 2018 as the definitive agreements with respect to the transactions were not executed until October 2018.

We continue to expect the transactions to close by mid-2019, subject to obtaining the PUCT approval and satisfaction of other customary closing conditions. See Note 20, Subsequent Events for additional information.

3.	Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash within the Consolidated Balance Sheets that sum to the total of the same such amounts shown on the Consolidated Statements of Cash Flows:

	September 30,
	March 31,
(In thousands)	~~2018~~2019		~~2017~~2018
Cash and cash equivalents	$	3,~~223~~487	$	41,~~186~~624
Restricted cash		1,~~687~~693		1,~~682~~683
Total cash, cash equivalents and restricted cash shown on the Statement of Cash Flows	$	45,~~910~~180	$	53,~~868~~307

Amounts included in restricted cash represent the principal and interest payable for two consecutive periods associated with the $25.0 million senior secured notes of ~~the Operating Partnership’s wholly-owned subsidiary, Transmission and Distribution Company, L.L.C. (~~TDC), as described in Note 9, Long-Term Debt.

4.	Related Party Transactions

We lease, through SDTS, all our regulated assets to Sharyland through several lease agreements. Under the leases, we have agreed to fund capital expenditures for footprint projects. Our leases define “footprint projects” to be transmission or, if applicable, distribution projects that (1) are primarily situated within our current or previous distribution service territory, as applicable, (2) physically hang from our existing transmission assets, such as the addition of another circuit to our existing transmission lines, or that are physically located within one of our substations or (3) connect or are otherwise added to transmission lines or other properties that comprise a part of the transmission assets acquired from Oncor in ~~the~~2017 when SDTS exchanged all of its retail distribution assets for a group of Oncor’s transmission assets located near Wichita Falls, Abilene and Brownwood, Texas (2017 Asset Exchange Transaction). Footprint Projects do not include the addition of a new substation on our existing transmission lines or generation interconnections to our existing transmission lines, unless the addition or interconnection occurred within our current or prior distribution service territories.

We earned lease revenue from Sharyland under these agreements of $48.~~9 million and $51.~~6 million ~~during the three months ended September 30, 2018~~ and ~~2017, respectively. We earned lease revenue of~~ $~~142~~45.~~4 million and $131.~~7 million ~~from Sharyland~~ during the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018, respectively. In connection with our leases with Sharyland, we had a deferred rent liability of $149.68 million and $1411.71 million as of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, respectively, which is included in accounts payable and accrued liabilities on the Consolidated Balance Sheets.

In addition to rent payments that Sharyland makes to us, we and Sharyland also make payments to each other under the leases that primarily consist of payments to reimburse Sharyland for the costs of gross plant and equipment added to our regulated assets. For the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018, the net amount of payments we made to Sharyland was $489.39 million and $~~151~~15.20 million, respectively.

InAs ~~July~~of ~~2017~~March 31, ~~SDTS~~2019 and ~~Sharyland~~December ~~entered~~31, ~~into~~2018, aaccounts ~~letter~~payable ~~agreement (Side Letter) in which they agreed to certain terms~~ and ~~conditions~~accrued toliabilities ~~address~~on the ~~actual~~Consolidated orBalance ~~potential~~Sheets ~~conflicts~~included of$3.2 ~~interest~~million ~~arising between SDTS~~ and ~~Sharyland in connection with the 2017 Asset Exchange Transaction~~$2.9 ~~Specifically~~million, ~~the Side Letter includes~~respectively, ~~among~~related ~~other~~to ~~things,~~amounts ~~certain~~owed ~~representations~~to ~~and warranties from~~ Sharyland ~~that~~for ~~correspond~~construction tocosts ~~representations~~incurred and ~~warranties~~property oftaxes ~~SDTS~~paid ~~under~~on ~~the~~our ~~2017~~behalf. ~~Asset~~As ~~Exchange~~of ~~Agreement~~March ~~relating~~31, to2019 ~~certain~~and ~~matters~~December ~~for~~31, ~~which SDTS relies~~2018, inamounts ~~whole~~due orfrom inaffiliates ~~part,~~on ~~upon Sharyland under~~ the ~~leases~~Consolidated ~~and~~Balance asSheets ~~operator~~included of$33.1 ~~the~~million ~~assets~~ and ~~an allocation of expenses incurred in connection with the transactions~~$38.2 ~~For~~million, ~~information~~respectively, related to ~~the~~amounts ~~2017~~owed ~~Asset~~by ~~Exchange~~Sharyland ~~Transaction,~~primarily ~~see~~associated ~~Note~~with 2,our ~~2017 Asset Exchange Transaction~~leases.

AsThe ofmanagement ~~September~~fee ~~30,~~paid ~~2018~~to ~~and~~Hunt ~~December~~Manager ~~31,~~for ~~2017,~~the ~~accounts~~three ~~payable~~months ~~and~~ended ~~accrued~~March ~~liabilities~~31, on2019 ~~the~~and ~~Consolidated~~2018 ~~Balance~~was ~~Sheets included~~ $53.04 million and $23.15 million, respectively,. ~~related~~There towere ~~amounts~~no ~~owed~~prepaid toor ~~Sharyland~~accrued ~~for~~amounts ~~construction~~associated ~~costs~~with ~~incurred~~the ~~and~~management ~~property~~fees ~~taxes~~on ~~paid~~the onConsolidated ~~our~~Balance ~~behalf.~~Sheets Asas of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018. Additionally, ~~amounts~~during ~~due~~the ~~from~~three ~~affiliates~~months onended ~~the~~March ~~Consolidated~~31, ~~Balance~~2019 ~~Sheets~~and ~~included~~2018, ~~$33.4~~we ~~million~~paid ~~and~~Hunt Manager less than $350.21 million, ~~respectively,~~for ~~related~~reimbursement toof ~~amounts~~annual ~~owed~~software bylicense ~~Sharyland~~and ~~primarily~~maintenance ~~associated~~fees and other expenses in accordance with our ~~leases~~management agreement.

The management fee paid to Hunt Utility Services, LLC (Hunt Manager) for the nine months ended September 30, 2018 and 2017 was $10.3 million and $14.1 million, respectively. There were no prepaid or accrued amounts associated with the management fees on the Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017. As of December 31, 2016, there was $3.5 million accrued associated with management fees on the Consolidated Balance Sheets. Additionally, during the nine months ended September 30, 2018 and 2017, we paid Hunt Manager $0.1 million and $0.2 million, respectively, for reimbursement of annual software license and maintenance fees and other expenses in accordance with our management agreement.12

~~Our~~The management agreement with Hunt Manager provides for an annual base fee, or management fee. The base fee for each 12 -month period beginning each April 1 will equal 1.50% of our total equity as of December 31 of the immediately preceding year, subject to a $30.0 million cap. ~~The~~We ~~term~~must ofnotify Hunt Manager no later than September 30, 2019 if we intend not to renew the management agreement at the end of its current term, which expires December 31, 2019. ~~and~~Otherwise, the management agreement will automatically renew for successive five -year terms unless a majority of our independent directors decides to terminate the agreement.

The ~~annual~~ base fees through ~~March~~December 31, 2019 are as follows:

(In millions)	Base Fee
April 1, 2016 - March 31, 2017	$	14.0
April 1, 2017 - March 31, 2018	$	14.2
April 1, 2017 - March 31, 2018		14.2
April 1, 2018 - March 31, 2019		13.5
April 1, 2019 - December 31, 2019		10.4

If the management agreement is renewed under its current terms, we would owe $3.5 million for the first quarter of 2020, and the management fee owed for the subsequent 12-month period would be calculated as described above. If, instead, the management agreement is terminated, we would owe Hunt Manager a termination fee equal to three times the sum of the management fee paid during the four quarters prior to when the termination notice was given with payment due December 31, 2019. Assuming a termination notice of September 30, 2019, the termination fee would be approximately $41.1 million. For information related to the pending sale of InfraREIT and asset exchange with Sharyland, including the proposed termination of the leases and management agreement, see Note 202, ~~Subsequent~~Pending ~~Events~~Corporate Transactions.

11In July 2017, SDTS and Sharyland entered into a letter agreement (Side Letter) in which they agreed to certain terms and conditions to address the actual or potential conflicts of interest arising between SDTS and Sharyland in connection with the 2017 Asset Exchange Transaction. Specifically, the Side Letter includes, among other things, certain representations and warranties from Sharyland that correspond to representations and warranties of SDTS under the 2017 Asset Exchange Agreement relating to certain matters for which SDTS relies, in whole or in part, upon Sharyland under the leases and as operator of the assets and an allocation of expenses incurred in connection with the transactions.

As a condition to Oncor’s acquisition of InfraREIT, in October 2018 SDTS entered into a definitive agreement to exchange certain assets with Sharyland. See Note 2, Pending Corporate Transactions for additional information. The difference between the net book value of the exchanged assets will be paid in cash at closing.

In connection with the sale of InfraREIT and related transactions, in October 2018 we entered into an omnibus termination agreement pursuant to which the management agreement, development agreement, leases and all other existing agreements between us and Hunt, Sharyland or their affiliates will be terminated upon the closing. Under the omnibus termination agreement, we have agreed to pay Hunt approximately $40.5 million upon the closing of the sale. This amount is consistent with the termination fee, as calculated at the time we entered into the omnibus termination agreement, contractually required under the management agreement. For additional information, see Note 2, Pending Corporate Transactions.

5.	Electric Plant and Depreciation

The major classes of electric plant are as follows:

(In thousands)	~~September~~March 3031, ~~2018~~2019			December 31, ~~2017~~2018
Electric plant:
Transmission plant	$	1,~~784~~794,~~175~~442		$	1,~~685~~794,~~466~~438
Distribution plant		151,~~458~~698			~~143~~151,~~865~~698
General plant		3,~~023~~210			3,023
Total plant in service		1,~~938~~949,~~656~~350			1,~~832~~949,~~354~~159
Construction work in progress		6077,~~027~~568			~~113~~66,~~643~~121
Total electric plant		12,~~998~~026,~~683~~918			12,~~945~~015,~~997~~280
Accumulated depreciation		(~~198~~212,~~166~~334	)		(~~173~~203,~~768~~963	)
Electric plant, net	$	1,~~800~~814,~~517~~584		$	1,~~772~~811,~~229~~317

General plant consists primarily of a warehouse, buildings and associated assets. Construction work in progress (CWIP) reflects the regulated asset projects in various stages of construction prior to being placed in service. The capitalized amounts of CWIP consist primarily of route development expenditures, labor and materials expenditures, right of way acquisitions, engineering services and legal fees. Electric plant, net includes plant acquisition adjustments of $28.6 million and $29.4 million as of September 30, 2018 and December 31, 2017, respectively.13

General plant consists primarily of a warehouse, buildings and associated assets. Construction work in progress (CWIP) reflects the regulated asset projects in various stages of construction prior to being placed in service. The capitalized amounts of CWIP consist primarily of route development expenditures, labor and materials expenditures, right of way acquisitions, engineering services and legal fees. Electric plant, net includes plant acquisition adjustments of $28.2 million and $28.5 million as of March 31, 2019 and December 31, 2018, respectively.

Goodwill

Goodwill represents the excess of costs of an acquired business over the fair value of the assets acquired, less liabilities assumed. We conduct an impairment test of goodwill at least annually. As of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, $138.4 million was recorded as goodwill on the Consolidated Balance Sheets.

7.	Other Assets

Other assets are as follows:

	September 30, 2018							December 31, 2017
	March 31, 2019							December 31, 2018
(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Deferred financing costs on undrawn revolver	$	~~967~~1,025	$	(~~736~~811	)	$	~~231~~214	$	~~967~~1,025	$	(~~591~~779	)	$	~~376~~246
Other regulatory assets:
Deferred financing costs		10,~~365~~610		(5,~~137~~810	)		54,~~228~~800		2810,~~570~~610		(205,~~944~~490	)		75,~~626~~120
Deferred costs recoverable in future years		23,793		—			23,793		23,793		—			23,793
Other regulatory assets		34,~~158~~403		(5,~~137~~810	)		2928,~~021~~593		5234,~~363~~403		(205,~~944~~490	)		3128,~~419~~913
Operating lease right-of-use asset		345		—			345		—		—			—
Investments		2,519		—			2,519		2,519		—			2,519
Other assets	$	3738,~~644~~292	$	(56,~~873~~621	)	$	31,~~771~~671	$	5537,~~849~~947	$	(216,~~535~~269	)	$	3431,~~314~~678

Deferred financing costs on undrawn revolver consist of costs incurred in connection with the establishment of the InfraREIT LP revolving credit facility. See Note 8, Borrowings Under Credit Facilities.

Other regulatory assets consist of deferred financing costs within our regulated subsidiary, SDTS. The deferred financing costs primarily consist of debt issuance costs incurred in connection with the construction of SDTS’s regulated assets or the refinancing of related debt. These assets are classified as regulatory assets and amortized over the length of the related loan. These costs are recovered through rates established in rate cases.

~~The~~Deferred costs recoverable in future years of $1823.28 million ~~gross~~at ~~deferred~~March ~~financing~~31, 2019 and December 31, 2018 represent operating costs ~~associated~~incurred ~~with~~from ~~our~~the ~~2011~~inception ~~Notes~~of ~~(defined~~Sharyland ~~below)~~through ~~were~~2007. ~~fully~~We ~~amortized~~have indetermined ~~June~~that ~~2018~~these ~~and~~costs ~~removed~~are ~~from~~probable ~~our~~of ~~Consolidated~~recovery ~~Balance~~through ~~Sheets~~future ~~when~~rates ~~the~~based ~~2011~~on ~~Notes~~orders ~~were~~of ~~repaid~~the atPUCT ~~maturity.~~in ~~See~~Sharyland’s ~~Note~~prior 9,rate ~~Long-Term~~cases ~~Debt~~and regulatory precedent.

12Operating lease right-of-use asset represents the asset associated with two land leases in which we are the lessee. For additional information see Note 16, Leases.

~~Deferred~~In ~~costs~~connection ~~recoverable~~with inthe ~~future~~acquisition ~~years~~ of ~~$23.8~~Cap ~~million~~Rock asHolding ~~of September 30~~Corporation, ~~2018~~we ~~and~~received ~~December~~a ~~31,~~participation ~~2017~~in ~~represent operating costs incurred from~~ the ~~inception~~National ofRural ~~Sharyland~~Utilities ~~through~~Cooperative ~~2007~~Finance Corporation. We ~~have~~account ~~determined~~for ~~that~~this ~~these~~investment ~~costs~~under ~~are~~the ~~probable~~cost method of ~~recovery~~accounting. ~~through~~We ~~future~~believe ~~rates~~that ~~based~~the oninvestment ~~orders~~is ofnot ~~the~~impaired ~~Public~~as ~~Utility Commission~~ of ~~Texas~~March ~~(PUCT)~~31, in2019 ~~Sharyland’s prior rate cases~~ and ~~regulatory~~December ~~precedent~~31, 2018.

In connection with the acquisition of Cap Rock Holding Corporation, we received a participation in the National Rural Utilities Cooperative Finance Corporation. We account for this investment under the cost method of accounting. We believe that the investment is not impaired as of September 30, 2018 and December 31, 2017.

8.	Borrowings Under Credit Facilities

InfraREIT LP Revolving Credit Facility

In 2014, InfraREIT LP entered into a $75.0 million revolving credit facility, led by Bank of America, N.A., as administrative agent, with up to $15.0 million available for issuance of letters of credit and a maturity date of December 10, 2019. ~~The~~In ~~revolving~~December ~~credit~~2018, ~~facility~~InfraREIT isLP ~~secured~~entered byinto ~~certain~~an ~~assets~~amendment ofto ~~InfraREIT~~its ~~LP,~~revolving ~~including~~credit ~~accounts~~facility ~~and~~that ~~other~~extended ~~personal~~the ~~property,~~maturity ~~and~~date iswith ~~guaranteed~~respect byto us$67.0 ~~and~~million ~~TDC,~~of ~~with~~ the ~~TDC~~available ~~guarantee~~revolving ~~secured~~credit byfacility ~~the~~to ~~assets~~December of10, ~~and~~2020. ~~InfraREIT~~The ~~LP’s~~remaining ~~equity~~$8.0 ~~interests~~million ~~in,~~of ~~TDC on materially~~ the ~~same~~available ~~basis~~revolving ascredit ~~TDC’s~~facility ~~senior~~will ~~secured~~continue ~~notes~~to ~~described~~mature ~~below~~on inDecember ~~Note 9~~10, ~~Long-Term Debt~~2019.

The revolving credit facility is secured by certain assets of InfraREIT LP, including accounts and other personal property, and is guaranteed by us and TDC, with the TDC guarantee secured by the assets of, and InfraREIT LP’s equity interests in, TDC on materially the same basis as TDC’s senior secured notes described below in Note 9, Long-Term Debt.

Borrowings and other extensions of credit under the revolving credit facility bear interest, at InfraREIT LP’s election, at a rate equal to (1) the one, two, three or six month London Interbank Offered Rate (LIBOR) plus 2.5%, or (2) a base rate (equal to the highest of (a) the Federal Funds Rate plus ½ of 1%, (b) the administrative agent’s prime rate and (c) LIBOR plus 1%) plus 1.5%. Letters of credit are subject to a letter of credit fee equal to the daily amount available to be drawn times 2.5%. InfraREIT LP is also required to pay a commitment fee and other customary fees under the revolving credit facility. InfraREIT LP may prepay amounts outstanding under the revolving credit facility in whole or in part without premium or penalty.

As of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, there were no borrowings or letters of credit outstanding, and there was $75.0 million of borrowing capacity available under the revolving credit facility. As of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, InfraREIT LP was in compliance with all debt covenants under the credit agreement.

SDTS Revolving Credit Facility

In 2014, SDTS entered into ~~the~~a third amended and restated credit agreement led by Royal Bank of Canada, as administrative agent,. ~~with~~In ~~a maturity date of~~ December 102018, ~~2019.~~SDTS ~~The~~entered ~~credit~~into ~~agreement~~an ~~contains~~amendment ~~a revolving credit facility with a borrowing capacity up~~ to ~~$250.0~~its ~~million with up to $25.0 million of the~~ revolving credit ~~facility~~agreement ~~available~~that ~~for~~extended ~~issuance of letters of credit and up to $5.0 million of~~ the ~~revolving~~maturity ~~credit~~date ~~facility~~from ~~available~~December ~~for swingline loans. The revolving credit facility is secured by certain of SDTS’s regulated assets~~10, ~~the~~2019 ~~leases,~~to ~~certain~~December ~~accounts and TDC’s equity interests in SDTS on the same basis as SDTS’s various senior secured note obligations described below in Note 9~~10, ~~Long-Term Debt~~2020.

The credit agreement contains a revolving credit facility with a borrowing capacity up to $250.0 million with up to $25.0 million of the revolving credit facility available for issuance of letters of credit and up to $5.0 million of the revolving credit facility available for swingline loans. The revolving credit facility is secured by certain of SDTS’s regulated assets, the leases, certain accounts and TDC’s equity interests in SDTS on the same basis as SDTS’s various senior secured note obligations described below in Note 9, Long-Term Debt.

The interest rate for the revolving credit facility is based, at SDTS’s option, at a rate equal to either (1) a base rate, determined as the greatest of (a) the administrative agent’s prime rate, (b) the federal funds effective rate plus ½ of 1% and (c) LIBOR plus 1.00% per annum, plus a margin of either 0.75% or 1.00% per annum, depending on the total debt to capitalization ratio of SDTS on a consolidated basis or (2) LIBOR plus a margin of either 1.75% or 2.00% per annum, depending on the total debt to capitalization ratio of SDTS on a consolidated basis. SDTS is also required to pay a commitment fee and other customary fees under its revolving credit facility. SDTS is entitled to prepay amounts outstanding under the revolving credit facility with no prepayment penalty.

As of ~~September~~March 3031, ~~2018~~2019, SDTS had $~~101~~106.05 million of borrowings outstanding at a weighted average interest rate of 4.2149%, no letters of credit outstanding and $~~149~~143.05 million of borrowing capacity available under this revolving credit facility. As of December 31, ~~2017~~2018, SDTS had $41112.05 million of borrowings outstanding at a weighted average interest rate of 34.1259% with no letters of credit outstanding and $~~209~~137.05 million of borrowing capacity available under this revolving credit facility. As of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, SDTS was in compliance with all debt covenants under the credit agreement.

The credit agreements require InfraREIT LP and SDTS to comply with customary covenants for facilities of this type, including: debt to capitalization ratios,; debt service coverage ratios,; limitations on additional debt, liens, investments, mergers, acquisitions, dispositions or entry into any line of business other than the business of the transmission and distribution of electric power and the provision of ancillary services; and certain restrictions on the payment of dividends. The debt to capitalization ratio on the SDTS credit facility is calculated on a combined basis with Sharyland. The credit agreements also contain restrictions on the amount of Sharyland’s indebtedness and other restrictions on, and covenants applicable to, Sharyland.

The revolving credit facilities of InfraREIT LP and SDTS are subject to customary events of default. If an event of default occurs under either facility and is continuing, the lenders may accelerate amounts due under such revolving credit facility.

9.	Long-Term Debt

Long-term debt consisted of the following:

		September 30, 2018				December 31, 2017
		March 31, 2019				December 31, 2018
(Dollar amounts in thousands)	Maturity Date	Amount Outstanding			Interest Rate	Amount Outstanding			Interest Rate
TDC
Senior secured notes - $25.0 million	December 30, 2020	$	1514,~~313~~687		8.50%	$	1615,~~250~~000		8.50%
SDTS
Senior secured notes - $60.0 million	June 20, 2018		—		n/a		60,000		5.04%
Senior secured term loan - $200.0 million	June 5, 2020		200,000		3.74%		200,000		3.73%
Senior secured term loan - $200.0 million	June 5, 2020		200,000		3.42%		200,000		2.71%
Senior secured notes - $400.0 million	December 3, 2025		400,000		3.86%		400,000		3.86%
Senior secured notes - $100.0 million	January 14, 2026		100,000		3.86%		100,000		3.86%
Senior secured notes - $53.5 million	December 30, 2029		3837,~~905~~762		7.25%		4038,~~546~~338		7.25%
Senior secured notes - $110.0 million	September 30, 2030		8986,~~214~~712		6.47%		9287,~~821~~973		6.47%
Total SDTS debt			~~828~~824,~~119~~474				~~893~~826,~~367~~311
Total long-term debt			~~843~~839,~~432~~161				~~909~~841,~~617~~311
Less unamortized deferred financing costs			(7257	)			(9764	)
Total long-term debt, less deferred financing costs			~~843~~839,~~360~~104				~~909~~841,~~520~~247
Less current portion of long-term debt			(8,~~667~~919	)			(688,~~305~~792	)
Debt classified as long-term debt, less deferred financing costs		$	~~834~~830,~~693~~185			$	~~841~~832,~~215~~455

In 2010, TDC issued $25.0 million aggregate principal amount of 8.50% per annum senior secured notes to The Prudential Insurance Company of America and affiliates (TDC Notes). Principal and interest on the TDC Notes are payable quarterly, and the TDC Notes are secured by the assets of, and InfraREIT LP’s equity interest in, TDC on materially the same basis as with lenders under InfraREIT LP’s revolving credit facility described above in Note 78, Borrowings Under Credit Facilities. In connection with the issuance of the TDC Notes, TDC incurred deferred financing costs, which are shown as a reduction of the senior secured notes balance. The amount of unamortized deferred financing costs associated with the TDC Notes was $0.1 million as of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018.

SDTS had $60.0 million aggregate principal amount of 5.04% per annum senior secured notes that were issued to The Prudential Insurance Company of America and affiliates in 2011 (2011 Notes). Interest was payable quarterly while no principal payments were due until maturity. These notes were paid in full at maturity during June 2018 with proceeds from SDTS’s revolving credit facility.

In 2017, SDTS entered into a $200.0 million senior secured term loan credit facility (2017 Term Loan) with Canadian Imperial Bank of Commerce, New York Branch (CIBC) and Mizuho Bank, Ltd., as lenders, and CIBC as administrative agent. The interest rate for the 2017 Term Loan is based, at SDTS’s option, at a rate equal to either (1) a base rate, determined as the greatest of (a) the administrative agent’s prime rate, (b) the federal funds effective rate plus 0.5% and (c) LIBOR plus 1.00% per annum, plus a margin of 0.25% per annum or (2) LIBOR plus a margin of 1.25% per annum. The LIBOR interest period may be one, two, three or six months, but interest is payable no less frequently than quarterly.

In 2015, SDTS issued $400.0 million series A senior secured notes (Series A Notes), and in 2016 issued an additional $100.0 million series B senior secured notes (Series B Notes). These senior secured notes are due at maturity and bear interest at a rate of 3.86% per annum, payable semi-annually. The outstanding accrued interest payable on the Series A Notes is due each June and December while the accrued interest payable on the Series B Notes is due each January and July.

In 2009, SDTS issued $53.5 million aggregate principal amount of 7.25% per annum senior secured notes to The Prudential Insurance Company of America and affiliates (2009 Notes). Principal and interest on the 2009 Notes are payable quarterly.

In 2010, SDTS issued $110.0 million aggregate principal amount of 6.47% per annum senior secured notes to The Prudential Insurance Company of America (2010 Notes). Principal and interest on the 2010 Notes are payable quarterly.

SDTS and TDC are entitled to prepay amounts outstanding under their senior secured notes, subject to a prepayment penalty equal to the excess of the discounted value of the remaining scheduled payments with respect to such notes over the amount of the prepaid notes. SDTS is entitled to prepay amounts outstanding under the 2017 Term Loan with no prepayment penalty. The 2017 Term Loan is also subject to required prepayments upon the occurrence of certain events.

The agreements governing the senior secured notes and 2017 Term Loan contain customary covenants, such as debt to capitalization ratios, debt service coverage ratios, limitations on liens, dispositions, mergers, entry into other lines of business, investments and the incurrence of additional indebtedness. The debt to capitalization ratios are calculated on a combined basis with Sharyland. SDTS’s Series A Notes and Series B Notes are not required to maintain a debt service coverage ratio. As of September 30, 2018 and December 31, 2017, SDTS and TDC were in compliance with all debt covenants under the applicable agreements. See Note 20, Subsequent Events for information related to the pending sale of InfraREIT and asset exchange with Sharyland.16

~~SDTS’s~~The ~~Series~~agreements Agoverning ~~Notes~~the senior secured notes and 2017 Term Loan contain customary covenants, ~~Series~~such Bas ~~Notes~~debt to capitalization ratios, ~~2009~~debt ~~Notes~~service coverage ratios, ~~2010~~limitations ~~Notes~~on ~~and~~liens, ~~2017~~dispositions, ~~Term~~mergers, ~~Loan~~entry ~~are~~into other lines of business, investments and the ~~2011~~incurrence ~~Notes~~of ~~were,~~additional ~~secured~~indebtedness. byThe ~~certain~~debt ofto capitalization ratios are calculated on a combined basis with Sharyland. SDTS’s ~~regulated~~Series ~~assets~~A Notes and Series B Notes are not required to maintain a debt service coverage ratio. As of March 31, ~~the~~2019 ~~leases~~and December 31, ~~certain~~2018, ~~accounts~~SDTS and TDC’s ~~equity~~were ~~interests~~ in ~~SDTS~~compliance onwith all debt covenants under the ~~same~~applicable ~~basis~~agreements. asSee ~~SDTS’s~~Note ~~revolving~~2, ~~credit~~Pending ~~facility~~Corporate ~~described~~Transactions ~~above~~for ininformation ~~Note~~related 8,to ~~Borrowings~~the ~~Under~~pending ~~Credit~~sale ~~Facilities~~of InfraREIT and asset exchange with Sharyland.

SDTS’s Series A Notes, Series B Notes, 2009 Notes, 2010 Notes and 2017 Term Loan are secured by certain of SDTS’s regulated assets, the leases, certain accounts and TDC’s equity interests in SDTS on the same basis as SDTS’s revolving credit facility described above in Note 8, Borrowings Under Credit Facilities.

The senior secured notes of TDC and SDTS and 2017 Term Loan are subject to customary events of default. If an event of default occurs with respect to the notes and is continuing, the lenders may accelerate the applicable amounts due.

10.	Fair Value of Financial Instruments

The carrying amounts of our cash and cash equivalents, restricted cash, due from affiliates and accounts payable approximate fair value due to the short-term nature of these assets and liabilities.

We had fixed interest rate borrowings totaling $~~643~~639.42 million and $~~709~~641.63 million under our senior secured notes with a weighted average interest rate of 4.5% ~~and 4.6%~~ per annum as of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017, respectively~~2018. The fair value of these borrowings was estimated using discounted cash flow analysis based on current market rates.

As of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, we had $200.0 million of borrowings under our 2017 Term Loan that accrues interest under a floating interest rate structure, which is typically repriced every month or three months. Accordingly, the carrying value of such indebtedness approximated its fair value for the amounts outstanding.

Financial instruments, measured at fair value, by level within the fair value hierarchy were as follows:

Carrying

Fair Value

(In thousands)

Value

Level 1

Level 2

Level 3

September 30, 2018

March 31, 2019

Long-term debt

~~843~~839,~~432~~161

—

~~859~~882,~~303~~033

—

December 31, 2017

December 31, 2018

Long-term debt

~~909~~841,~~617~~311

—

~~950~~864,~~522~~281

—

11.	Regulatory Matters

Regulatory Liability

Regulatory liabilities are as follows:

(In thousands)	~~September~~March 3031, ~~2018~~2019		December 31, ~~2017~~2018
Cost of removal	$	5663,~~032~~583	$	4459,~~679~~753
Excess ADFIT		55,779		55,779
Excess accumulated deferred federal income tax		55,779		55,779
Regulatory liabilities	$	~~111~~119,~~811~~362	$	~~100~~115,~~458~~532

Our regulatory liability related to cost of removal is established through depreciation rates and represents amounts that we expect to incur in the future. The regulatory liability is recorded as a long-term liability net of actual removal costs incurred.

1517

As an owner of regulated utility assets, we established an accumulated deferred federal income tax (ADFIT) balance for regulatory purposes primarily associated with the difference between U.S. GAAP and federal income tax depreciation on our assets. ~~This~~Prior to the enactment of the Tax Cuts and Jobs Act (TCJA) in December 2017, this ADFIT was calculated based on a 35% corporate federal income tax rate but was not recorded on our consolidated balance sheets or income statements due to the expectation that we would not pay corporate federal income taxes as a result of our real estate investment trust (REIT) structure. With the passage of the ~~Tax Cuts and Jobs Act (~~TCJA), the corporate federal income tax rate was reduced to 21% effective for tax years beginning on or after January 1, 2018. Regulatory accounting rules require utilities to revalue their ADFIT balances based on a change in corporate federal income tax rates, to remove the difference from ADFIT and to create a regulatory liability for the reduction in ADFIT. Therefore, we reduced the ADFIT by $55.8 million and created a regulatory liability for regulatory purposes. Additionally, in accordance with Accounting Standards Codification ~~(ASC)~~ Topic 980, Regulated Operations, Section 405, Liabilities, we recorded the $55.8 million regulatory liability on our Consolidated Balance Sheet as of December 31, 2017 with a corresponding reduction to our revenue as deferred tax liabilities had not previously been recorded on our Consolidated Balance Sheets. The regulatory liability will be amortized as an increase to revenue over a future period to be determined in a future rate proceeding. The amount and expected amortization of the regulatory liability could be adjusted in the future due to new laws, regulations or regulatory actions.

Rate ~~Case Filing~~Setting

InWe ~~January~~have ~~2014~~separated, between Sharyland and SDTS, the ~~PUCT~~functionality ~~approved~~that ais ~~rate~~typically ~~case~~combined ~~(2013~~under ~~Rate~~one ~~Case)~~commonly ~~filed~~owned bygroup ~~Sharyland~~in ~~applicable~~an tointegrated ~~our~~utility. ~~regulated~~SDTS ~~assets~~is ~~providing~~generally responsible for afinancing ~~capital~~and ~~structure~~funding ~~consisting~~asset ofadditions, ~~55%~~while ~~debt~~Sharyland ~~and~~is ~~45%~~responsible ~~equity;~~for aconstruction ~~cost~~management, ofoperation ~~debt~~and maintenance of ~~6.73%;~~our aregulated ~~return~~assets. onAccordingly, ~~equity~~the ofPUCT’s ~~9.70%;~~order ~~and~~approving aour ~~return~~restructuring oninto ~~invested~~a ~~capital~~REIT ofstructure ~~8.06%~~required inSharyland ~~calculating~~and ~~rates.~~SDTS ~~The~~to ~~new~~be ~~rates~~regulated ~~became~~on ~~effective~~a ~~May~~combined 1basis, ~~2014.~~and ~~Under~~Sharyland, as the ~~order~~holder ~~approving~~of the ~~2013~~certificate ~~Rate~~of ~~Case,~~convenience ~~Sharyland~~and ~~was~~necessity (CCN) required to ~~file~~operate ~~its~~our ~~next~~regulated assets, historically has made all regulatory filings related to our assets with the PUCT. As part of the rate case in ~~2016~~Docket No. 45414 related to SDTS’s assets (2016 Rate Case), the PUCT raised certain questions indicating that this regulatory construct might change in the future, including the potential regulation of the leases between Sharyland and SDTS as tariffs. In November 2017, the 2016 Rate Case was dismissed ~~resulting~~upon inthe completion of the ~~2013~~2017 Asset Exchange Transaction (Rate Case ~~regulatory~~Dismissal), ~~parameters~~but ~~remaining~~the indismissal ~~place.~~preserved Asthe ~~part~~right of the ~~PUCT~~parties ~~order~~to ~~approving~~ the ~~2017~~2016 ~~Asset~~Rate ~~Exchange~~Case ~~Transaction,~~to ~~the~~address ~~PUCT~~in ~~also~~a ~~granted~~future ~~SDTS~~proceeding aall ~~CCN~~issues tonot ~~continue~~mooted toby ~~own~~the ~~and~~Rate ~~lease~~Case ~~its~~Dismissal. ~~assets~~Additionally, toas ~~Sharyland.~~part ~~Under~~of ~~existing~~the PUCT ~~orders,~~order ~~SDTS~~approving ~~and~~the ~~Sharyland~~2017 ~~are~~Asset ~~required~~Exchange toTransaction, ~~file~~SDTS awas ~~new~~granted ~~rate~~a ~~case~~separate byCCN ~~July~~to 1,continue ~~2020~~to ~~using~~own ~~the~~and ~~test~~lease ~~year~~its ~~ending~~assets ~~December~~to ~~31, 2019~~Sharyland.

The regulatory parameters in Sharyland’s rates and applicable to our regulated assets provide for a capital structure consisting of 55% debt and 45% equity, a cost of debt of 6.73%, a return on equity of 9.70% and a return on invested capital of 8.06% in calculating rates. Additionally, Sharyland’s rates also reflect the recovery of an income tax allowance, with respect to our transmission assets, at the 21% corporate federal income tax rate and, with respect to our wholesale distribution assets, at the prior 35% corporate federal income tax rate. Under existing PUCT orders, SDTS and Sharyland are required to file a new rate case by July 1, 2020 using the test year ending December 31, 2019. If the sale of InfraREIT is not completed and we are required to move forward with the 2020 rate case, the outcome of that rate case will result in an adjustment to many of the current parameters applicable to our regulated assets.

12.	Commitments and Contingencies

From time to time, we are a party to various legal proceedings arising in the ordinary course of business. Although we cannot predict the outcome of any such legal proceedings, we do not believe the resolution of these proceedings, individually or in the aggregate, will have a material impact on our business, financial condition or results of operations, liquidity or cash flows.

13.

Equity

We and the Operating Partnership declared cash dividends on common stock and distributions on OP Units of $0.7525 per share or unit, as applicable, during each of the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018. We paid a total of $4515.52 million in dividends and distributions during each of the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018.

14.	Noncontrolling Interest

We present as a noncontrolling interest the portion of any equity in entities that we control and consolidate but do not own. Generally, OP Units of ~~our~~the Operating Partnership participate in net income allocations and distributions and entitle their holder to the right, subject to the terms set forth in the partnership agreement, to require the Operating Partnership to redeem all or a portion of the OP Units held by such limited partner. At our option, we may satisfy this redemption requirement with cash or by exchanging shares of ~~InfraREIT,~~our ~~Inc.~~ common stock on a one-for-one basis. As of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, there were a total of 16.7 million ~~and 16.9 million~~ OP Units, ~~respectively,~~ held by the limited partners of the Operating Partnership.

During the nine months ended September 30, 2018 and 2017, an aggregate of 28,952 and 31,633 long-term incentive units (LTIP Units), respectively, were issued by the Operating Partnership to members of our board of directors. For additional information, refer to Note 17, Share-Based Compensation.18

WeDuring ~~follow~~ the ~~guidance~~three ~~issued~~months byended ~~the~~March ~~FASB~~31, ~~regarding~~2018, ~~the~~an ~~classification~~aggregate ~~and measurement~~ of ~~redeemable securities. Accordingly~~28,952 welong-term ~~have~~incentive ~~determined~~units ~~that~~(LTIP ~~the OP~~ Units) ~~meet~~were ~~the~~issued ~~requirements~~by ~~to be classified as permanent equity. During~~ the ~~nine~~Operating ~~months~~Partnership ~~ended~~to ~~September~~members ~~30, 2018, we redeemed 165,252 OP Units with the issuance~~ of ~~165,252~~our ~~shares~~board of ~~common stock~~directors. WeThere ~~redeemed~~were ~~23,349~~no OPLTIP Units ~~with~~issued during the ~~issuance~~three ofmonths ~~23,349~~ended ~~shares~~March of31, ~~common~~2019. ~~stock~~For ~~during~~additional ~~the~~information, ~~nine~~refer ~~months~~to ~~ended~~Note ~~September 30~~17, ~~2017.~~Share-Based Compensation.

16We follow the guidance issued by the FASB regarding the classification and measurement of redeemable securities. Accordingly, we have determined that the OP Units meet the requirements to be classified as permanent equity. During the three months ended March 31, 2019, we redeemed 7,698 OP Units with the issuance of 7,698 shares of common stock. We redeemed 163,969 OP Units with the issuance of 163,969 shares of common stock during the three months ended March 31, 2018.

15.	Earnings Per Share

Basic earnings per share is calculated by dividing net earnings after noncontrolling interest by the weighted average shares outstanding. Diluted earnings per share is calculated similarly, except that it includes the dilutive effect of the assumed redemption of OP Units for shares of our common stock, if such redemption were dilutive. The redemption of OP Units would have been anti-dilutive during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018.

Earnings per share are calculated as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands, except per share data)

~~2018~~2019

~~2017~~2018

~~2018~~

~~2017~~

Basic net income per share:

Net income attributable to InfraREIT, Inc.

1413,~~271~~745

1512,~~330~~864

~~44,469~~

~~30,587~~

Weighted average common shares outstanding

43,~~962~~998

43,~~784~~832

~~43,919~~

~~43,779~~

Basic net income per share

0.3231

0.3529

~~1.01~~

~~0.70~~

Diluted net income per share:

Net income attributable to InfraREIT, Inc.

1413,~~271~~745

1512,~~330~~864

~~44,469~~

~~30,587~~

Weighted average common shares outstanding

43,~~962~~998

43,~~784~~832

~~43,919~~

~~43,779~~

Redemption of Operating Partnership units

—

Weighted average dilutive shares outstanding

43,~~962~~998

43,~~784~~832

~~43,919~~

~~43,779~~

Diluted net income per share

0.3231

0.3529

~~1.01~~

~~0.70~~

Due to the anti-dilutive effect, the computation of diluted earnings per share does not reflect the following adjustments:

Net income attributable to noncontrolling interest

5,~~435~~224

54,~~908~~900

~~16,937~~

~~11,797~~

Redemption of Operating Partnership units

16,~~742~~729

16,~~891~~872

~~16,785~~

~~16,896~~

16.

Leases

Leases with SDTS as Lessor

As part of the adoption of Topic 842, we elected to not reassess the lease classification for any expired or existing leases; therefore, all of the leases for our regulated assets will continue to be classified as operating leases. Additionally, we have elected to exclude lessor costs paid directly by Sharyland to third parties on our behalf from consideration in the contracts and from variable payments.

The following table shows the composition of our lease revenue:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands)

~~2018~~2019

~~2017~~2018

~~2018~~

~~2017~~

Base rent (straight-line)

48,~~390~~574

4245,~~336~~656

~~141,873~~

~~122,382~~

Percentage rent

~~536~~—

~~9,282~~—

~~536~~

~~9,282~~

Total lease revenue

48,~~926~~574

5145,~~618~~656

~~142,409~~

~~131,664~~

SDTS has entered into various leases with Sharyland for all our placed in service regulated assets. The master lease agreements, as amended, expire at various dates from December 31, 2019 through December 31, 2022. Our leases primarily consist of base rent, but certain lease supplements contain percentage rent as well. ~~The~~All ~~lease supplements governing the Stanton Transmission Loop, Permian Basin assets and assets acquired in the 2017 Asset Exchange Transaction, which are part~~ of the ~~competitive renewable energy zones (CREZ) assets, only provide for base~~ rent. ~~Rent~~with ~~for~~respect ~~the~~to ~~assets in McAllen and~~ the ~~CREZ~~capital ~~assets~~expenditures ~~not acquired in the 2017 Asset Exchange Transaction is comprised primarily of base rent but also includes percentage rent. Prior~~ to ~~its~~be ~~termination~~placed ~~on December 31, 2017, the lease that previously covered the Permian Basin assets as well as the assets~~ in ~~Brady~~service ~~and Celeste, Texas that were transferred to Oncor~~ in ~~the~~2019 ~~2017~~consist ~~Asset~~only ~~Exchange Transaction also included a percentage rent component. Percentage rent under our leases is based on a percentage~~ of ~~Sharyland’s annual gross revenue, as defined in the applicable lease, in excess of annual specified breakpoints, which are at least equal to the~~ base rent ~~under each lease~~.

The rate used for percentage rent for the reported time periods varies by lease and ranges from a high of 31% to a low of 23%. Because an annual specified breakpoint must be met under our leases before we can recognize any percentage rent, we anticipate that little to no percentage rent will be recognized in the first and second quarters of each year, with the largest amounts of percentage rent recognized during the third and fourth quarters of each year.19

~~See~~Percentage ~~Note~~rent 20under our leases is based on a percentage of Sharyland’s annual gross revenue, ~~Subsequent~~as ~~Events~~defined ~~for~~in ~~information~~the ~~related~~applicable lease, in excess of an annual breakpoint specified in each lease, which are at least equal to the ~~pending~~base ~~sale~~rent ofunder ~~InfraREIT~~each lease. The rate used for percentage rent for the reported time periods varies by lease and ~~asset~~ranges ~~exchange~~from ~~with~~26% ~~Sharyland~~to 30%. Because an annual specified breakpoint must be met under our leases before we can recognize any percentage rent, ~~including~~we anticipate that revenue will grow over the ~~proposed~~year ~~termination~~with little to no percentage rent recognized in the first and second quarters of each year, with the ~~leases~~largest amounts recognized during the third and fourth quarters of each year.

17Future minimum rent revenue expected in accordance with these lease agreements is as follows for the years ending December 31:

(In thousands)	Total
2019	$	194,068
2020		184,438
2021		9,089
2022		4,954
2023		—
Thereafter		—
Total	$	392,549

See Note 2, Pending Corporate Transactions for information related to the pending sale of InfraREIT, Inc. and asset exchange with Sharyland, including the proposed termination of the leases.

Leases with SDTS as Lessee

As part of the adoption of Topic 842, we elected not to reassess existing or expired land easements that were not previously treated as leases; therefore, our existing land easements as of January 1, 2019 will continue to be treated as land and not land leases and will be included in electric plant, net on our Consolidated Balance Sheets. Land easements entered into or modified after January 1, 2019 will be evaluated under Topic 842 to determine if they meet the definition of a lease.

We are the lessee under two land leases that are subleased to Sharyland under the master lease agreements described above under the caption Leases with SDTS as Lessor. Sharyland does not make any sublease payments specific to these land leases but pays all rent and other expenses under the land leases. Sharyland’s use of the applicable land is included as part of our five master lease agreements discussed above.

Both land leases are surface leases where the lessor retains the mineral rights. There were no initial direct costs incurred or residual value guarantees provided. The weighted-average remaining lease term is 43.2 years. The following table describes the main attributes of the land leases:

Name of Lease

Expiration Date

Renewal Periods

Rent Escalations

Initial Annual Rent

(In dollars)

Brownsville

November 1, 2067

None

10,435

Scottish Rite-Rocky Road

January 12, 2035

Four 5-year terms

5% increase every 5 years

after initial term

8,000

We have recorded the operating lease right-of-use assets in prepaids and other current assets and other assets, and the lease liabilities in accounts payable and accrued liabilities and long-term operating lease liabilities on our Consolidated Balance Sheets as follows:

(In thousands)	March 31, 2019
Prepaid and other current assets	$	18
Other assets		345
Total right-of-use asset	$	363

Accounts payable and accrued liabilities	$	18
Long-term operating lease liabilities	345
Total operating lease liabilities	$	363

See Note 7, Other Assets for additional information.

In determining the right-of-use assets and operating lease liabilities, we used a discount rate of 4.25%, which is our incremental borrowing rate, and assumed that we would exercise all four five-year term extensions related to the Scottish Rite-Rocky Road lease.

Rent expense for these operating leases is recognized on a straight-line basis over the lease term and is included in general and administrative expense on our Consolidated Statements of Operations.

17.	Share-Based Compensation

We currently utilize the InfraREIT, Inc. 2015 Equity Incentive Plan primarily for the annual compensation of the non-executive directors for their service on our board of directors. ~~The following table shows the aggregate LTIP Units issued to members of our board of directors during the nine months ended September 30, 2018 and 2017:~~

Grant Date	LTIP Units		Grant Date Fair Value per LTIP Unit		Aggregate Fair Value (in thousands)		Vesting Date
January 2017		31,633	$	18.02	$	570	January 2018
January 2018		28,952		18.61		539	January 2019

The following table shows the aggregate common stock issued to members of our board of directors for the three months ended March 31, 2019:

As part of our board of directors’ quarterly compensation, each non-executive director can, subject to certain exceptions, elect to receive part of their compensation in our common stock instead of cash with full vesting upon issuance. During 2017 and 2018, all directors elected to receive their quarterly compensation in cash. The compensation expense, which represents the fair value of the stock or LTIP Unit measured at market price at the date of grant, is recognized on a straight-line basis over the vesting period. For each of the three months ended September 30, 2018 and 2017, $0.1 million was recognized as compensation expense related to these grants and is included in general and administrative expense on the Consolidated Statements of Operations. We recognized $0.4 million of compensation expense during each of the nine months ended September 30, 2018 and 2017. The unamortized compensation expense related to these grants was $0.1 million as of September 30, 2018.

Grant Date

Shares of

Common Stock

Grant Date

Value

per Share

Aggregate

Fair Value

(in thousands)

Vesting Date

January 2019

22,674

21.15

480

January 2020

There was no common stock issued to our directors during the three months ended March 31, 2018.

The following table shows the aggregate LTIP Units issued to members of our board of directors for the three months ended March 31, 2018:

Grant Date

LTIP Units

Grant Date

Fair Value

per LTIP Unit

Aggregate

Fair Value

(in thousands)

Vesting Date

January 2018

28,952

18.61

539

January 2019

There were no LTIP Units issued to our directors during the three months ended March 31, 2019.

As part of our board of directors’ quarterly compensation, each non-executive director can, subject to certain exceptions, elect to receive part of his or her compensation in our common stock instead of cash with full vesting upon issuance. During 2019 and 2018, all directors received their quarterly compensation in cash. The compensation expense, which represents the fair value of the common stock or LTIP Unit measured at market price at the date of grant, is recognized on a straight-line basis over the vesting period. For each of the three months ended March 31, 2019 and 2018, $0.1 million was recognized as compensation expense related to these grants and is included in general and administrative expense on the Consolidated Statements of Operations. The unamortized compensation expense related to these grants was $0.4 million as of March 31, 2019.

18.	Income Taxes

~~Historically,~~Franchise we have accrued for potential taxes, penalties and interest related to Texas state franchise taxes on our rental income on our Consolidated Balance Sheets. However, during the second quarter of 2018, we reached a settlement with the state of Texas in which no franchise taxes were owed on lease revenue for all tax years through 2017. As a result, the accrued liability for these potential taxes of $4.9 million and penalties and interest of $0.7 million were removed from our Consolidated Balance Sheets and recognized as an income tax benefit on our Consolidated Statements of Operations during the second quarter of 2018.Taxes

~~The~~Effective January 1, 2018, we began accruing and paying Texas franchise tax ~~portion~~on ofour ~~the~~gross ~~liability~~lease ~~represented~~revenues. ~~unrecognized~~The accrued franchise tax ~~benefits~~is ~~that~~recorded in accrued taxes on our Consolidated Balance Sheets, ifwhile the expense is recognized, ~~would~~in ~~have~~income ~~impacted~~tax expense on our ~~effective~~Consolidated ~~tax~~Statements ~~rate~~of Operations. AFor ~~reconciliation~~each of the ~~beginning~~three months ended March 31, 2019 and ~~ending~~2018, ~~amount~~$0.3 ofmillion ~~unrecognized~~was recognized related to Texas franchise tax ~~benefits~~on ~~follows:~~our gross lease revenues.

(In thousands)	September 30, 2018			December 31, 2017
Balance at beginning of period	$	4,864		$	3,827
Additions based on tax positions related to the current year		—			1,037
Settlements		(4,864	)		—
Balance at end of period	$	—		$	4,864

Tax Cuts and Jobs Act

In 2017, the TCJA was signed into law reducing the corporate federal income tax rate from 35% to 21%, effective for taxable years beginning on or after January 1, 2018. As a result of the ~~Texas~~reduction ~~franchise~~in the corporate federal income tax ~~settlement~~rate, we ~~began~~recorded ~~accruing~~$55.8 ~~and~~million ~~paying~~as ~~Texas~~a ~~franchise~~regulatory ~~tax~~liability on our ~~gross~~Consolidated ~~lease~~Balance ~~revenues~~Sheets ~~effective~~as ~~January~~of 1December 31, ~~2018~~2017 related to the creation of excess ADFIT, related to our assets. See Note 11, Regulatory Matters for additional information.

19.	Supplemental Cash Flow Information

Supplemental cash flow information and non-cash investing and financing activities are as follows:

	Nine Months Ended September 30,
	Three Months Ended March 31,
(In thousands)	~~2018~~2019			~~2017~~2018
Supplemental cash flow information
Cash paid for interest	$	287,~~317~~832		$	267,~~004~~469
Establishment of operating lease right-of-use assets and liabilities		363			—
Non-cash investing and financing activities
Change in accrued additions to electric plant		(~~2,943~~242	)		8(2,~~901~~902	)
Allowance for funds used during construction - debt		~~1,971~~988			~~2,261~~820
Redemption of operating partnership units for common stock		~~3,133~~116			~~492~~3,106
Dividends and distributions payable		15,~~176~~182			15,~~169~~176

20.	Subsequent Events

Pending Corporate Transactions

~~Sale~~In April 2019, the parties to the STM proceeding filed the Settlement with the PUCT reflecting an agreement to settle all outstanding issues in our STM in Docket No. 48929. The Settlement is supported or unopposed by all parties to the STM. The Settlement is subject to review and ~~Asset~~approval ~~Exchange~~by the PUCT. A hearing on the merits was held on April 10, 2019.

OnWe ~~October~~continue ~~18, 2018, InfraREIT and InfraREIT LP entered into a definitive agreement~~ to beexpect ~~acquired by Oncor for $21.00 per share or OP Unit, as applicable, in cash, valued at approximately $1.275 billion, plus~~ the ~~assumption~~transactions ~~of our net debt of approximately $940 million as of September 30, 2018. As a condition~~ to ~~Oncor’s~~close ~~acquisition~~by ~~of InfraREIT~~mid-2019, ~~SDTS~~subject ~~and Oncor also signed a definitive agreement with Sharyland~~ to ~~exchange,~~obtaining ~~immediately prior to Oncor’s acquisition, SDTS’s South Texas assets for Sharyland’s Golden Spread Electric Cooperative interconnection located in~~ the ~~Texas~~PUCT ~~Panhandle,~~approval ~~along with certain development projects in the Texas Panhandle~~ and ~~South~~satisfaction ~~Plains regions, including the Lubbock Power & Light interconnection. The difference between the net book value~~ of ~~the~~other ~~exchanged~~customary ~~assets will be paid in cash at~~ closing. ~~SDTS and Sharyland have agreed to terminate their existing leases in connection with the asset exchange~~conditions.

~~The asset exchange with Sharyland and merger with Oncor are mutually dependent on one another and neither will become effective without the closing of the other.~~22

Arrangements with Hunt

Under our management agreement with Hunt Manager, which will be terminated upon the closing of the transactions, Hunt Manager is entitled to the payment of a termination fee upon the termination or non-renewal of the management agreement. The termination of the management agreement automatically triggers the termination of the development agreement between us and Hunt. We have agreed to pay Hunt approximately $40.5 million at the closing of the transactions to terminate the management agreement, development agreement, leases with Sharyland, and all other existing agreements between InfraREIT or our subsidiaries and Hunt, Sharyland or their affiliates. This amount is consistent with the termination fee that is contractually required under the management agreement.

Closing Conditions

The closing of the transactions is dependent upon and will be subject to several closing conditions, including: PUCT approval of the transactions; other regulatory approvals; stockholder approval; certain lender consents; the substantially concurrent closing of the acquisition by an affiliate of Sempra Energy of a 50% limited partnership interest in Sharyland Holdings, LP, which will own a 100% interest in Sharyland; and other customary closing conditions.

Timeline

Under the definitive agreements, SDTS, Sharyland and Oncor are required to file a Sale-Transfer-Merger application with the PUCT no later than November 30, 2018. A special meeting of our stockholders will be held following the filing of the definitive proxy statement with the SEC and subsequent mailing to our stockholders, which is expected to be filed by December 10, 2018. The transactions are expected to close by mid-2019.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This item contains a discussion of our business, including a general overview of our properties, results of operations, liquidity and capital resources and quantitative and qualitative disclosures about market risk.

The following discussion should be read in conjunction with Part II, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations of our ~~2017~~2018 Form 10-K and the unaudited consolidated financial statements and related notes beginning on page 56. This Item 2 contains “forward-looking” statements that involve risks and uncertainties. See Forward-Looking Statements at the beginning of this Quarterly Report on Form 10-Q.

Overview

We are engaged in owning and leasing rate-regulated assets in Texas. We are structured as a REIT and lease all our regulated assets to Sharyland, a Texas-based regulated electric utility. Currently, our assets are located in the Texas Panhandle; near Wichita Falls, Abilene and Brownwood; in the Permian Basin; and in South Texas. We were formed in 2009 and have grown our rate base from approximately $60 million as of December 31, 2009 to $1.5 billion as of ~~September~~March 3031, ~~2018~~2019.

We are externally managed by Hunt Manager. All our officers are employees of Hunt Manager. We benefit from the experience, skill, resources, relationships and contacts of the executive officers and key personnel of Hunt Manager. Pursuant to our management agreement, Hunt Manager provides for our day-to-day management, subject to the oversight of our board of directors. In exchange for these management services, we pay a management fee to Hunt Manager.

For a description of our business model and other significant components of our results of operations, see Part II, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations of our ~~2017~~2018 Form 10-K.

Recent Events

~~Pending~~In ~~Corporate~~March ~~Transactions~~2019, the pending sale of InfraREIT and related transactions were approved by the Committee on Foreign Investment in the United States (CFIUS) and Federal Energy Regulatory Commission (FERC). As a result, PUCT approval of the transactions is the final pending regulatory approval that is required to close the transactions.

On April 2019, the parties to the Sale-Transfer-Merger (STM) proceeding filed a Stipulation (Settlement) with the PUCT reflecting an agreement to settle all outstanding issues in our STM in Docket No. 48929. The Settlement is supported or unopposed by all parties to the STM. The Settlement is subject to review and ~~Asset~~approval ~~Exchange~~by the PUCT. A hearing on the merits was held on April 10, 2019. See Pending Corporate Transactions below for additional information.

On October 18, 2018, InfraREIT and InfraREIT LP entered into a definitive agreement to be acquired by Oncor for $21.00 per share or OP Unit, as applicable, in cash, valued at approximately $1.275 billion, plus the assumption of our net debt of approximately $940 million as of September 30, 2018. Oncor has obtained equity financing commitments from Sempra Energy and the owners of Texas Transmission Investment LLC to provide an aggregate equity contribution of approximately $1.3 billion to finance the acquisition of InfraREIT and pay certain related fees and expenses.

As a condition to Oncor’s acquisition of us, SDTS and Oncor also signed a definitive agreement with Sharyland to exchange, immediately prior to Oncor’s acquisition, SDTS’s South Texas assets for Sharyland’s Golden Spread Electric Cooperative interconnection located in the Texas Panhandle, along with certain development projects in the Texas Panhandle and South Plains regions, including the Lubbock Power & Light interconnection. The difference between the net book value of the exchanged assets will be paid in cash at closing. SDTS and Sharyland have agreed to terminate their existing leases in connection with the asset exchange.

The asset exchange with Sharyland and merger with Oncor are mutually dependent on one another and neither will become effective without the closing of the other.

Arrangements with Hunt

Agreements among Hunt, Oncor and Sempra Energy

Concurrently with the execution of the merger agreement and the asset exchange agreement, Sharyland and Sempra Energy entered into an agreement in which Sempra Energy will purchase a 50% limited partnership interest in Sharyland Holdings LP (Sharyland Holdings), which will own a 100% interest in Sharyland. The closing of Sempra Energy’s purchase is a requirement of the asset exchange agreement between SDTS and Sharyland. Additionally, under a separate agreement with Sharyland, Oncor agreed to operate and maintain all of Sharyland’s assets following the closing of the transactions.

Solicitation of Additional Offers

The merger agreement with Oncor includes a “go-shop” provision that allows our Conflicts Committee and their advisors to actively solicit and negotiate with other potential acquirers to determine whether they are interested in making a proposal to acquire InfraREIT. Accordingly, we will solicit competing acquisition proposals through November 17, 2018. If our Conflicts Committee and board of directors accept a superior proposal prior to December 27, 2018 that was received during the go-shop period, then we would pay a termination fee to Oncor of approximately $19 million. If our Conflicts Committee and board of directors accept an unsolicited superior proposal received after the go-shop period, we would be required to pay a termination fee to Oncor of approximately $45 million. There can be no assurance that the go-shop process set forth in the merger agreement will result in a superior proposal.

Transaction Approvals and Closing Conditions

The closing of the transactions is dependent upon and will be subject to several closing conditions, including:

• PUCT approval of the transactions, including:

• exchange of assets with Sharyland;

• acquisition of InfraREIT by Oncor; and

• Sempra Energy’s indirect 50% ownership of Sharyland Holdings

• other necessary regulatory approvals, including Federal Energy Regulatory Commission (FERC) approval, Hart-Scott-Rodino clearance and the Committee on Foreign Investment in the United States (CFIUS) clearance;

• stockholder approval;

• certain lender consents; and

• other customary closing conditions.

Results of Operations

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2018			2017			2018			2017
Lease revenue
Base rent	$	48,390		$	42,336		$	141,873		$	122,382
Percentage rent		536			9,282			536			9,282
Total lease revenue		48,926			51,618			142,409			131,664
Operating costs and expenses
General and administrative expense		6,787			6,718			19,506			19,565
Depreciation		12,063			13,328			35,632			38,997
Total operating costs and expenses		18,850			20,046			55,138			58,562
Income from operations		30,076			31,572			87,271			73,102
Other (expense) income
Interest expense, net		(10,120	)		(10,357	)		(31,864	)		(30,196	)
Other income, net		7			331			1,114			351
Total other expense		(10,113	)		(10,026	)		(30,750	)		(29,845	)
Income before income taxes		19,963			21,546			56,521			43,257
Income tax expense (benefit)		257			308			(4,885	)		873
Net income		19,706			21,238			61,406			42,384
Less: Net income attributable to noncontrolling interest		5,435			5,908			16,937			11,797
Net income attributable to InfraREIT, Inc.	$	14,271		$	15,330		$	44,469		$	30,587

Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017

Lease revenue — Lease revenue was $48.9 million and $51.6 million for the three months ended September 30, 2018 and 2017, respectively, representing a decrease of $2.7 million, or 5.2%. Base rent was $48.4 million, or 99.0% of total revenue, and $42.3 million, or 82.0% of total revenue, for the three months ended September 30, 2018 and 2017, respectively, representing an increase of $6.1 million, or 14.4%. Percentage rent was $0.5 million, or 1.0% of total revenue, and $9.3 million, or 18.0% of total revenue, for the three months ended September 30, 2018 and 2017, respectively, representing a decrease of $8.8 million.

The increase in base rent was driven by the change in the allocation of our total rent components between base and percentage rent and additional assets under lease. When compared to 2017, 2018 base rent represents a higher proportion of total lease revenue as a result of the Permian lease renewal and the assets acquired in the 2017 Asset Exchange Transaction, which were added to the CREZ lease, having only base rent and not a percentage rent component. This change in revenue allocation also results in an intra-year timing shift for revenue recognition since base rent, which is a higher proportion of total revenue in 2018 relative to 2017, is recognized on a straight-line basis and percentage rent is recognized only after Sharyland’s revenue exceeds the annual specified breakpoint, which usually occurs in the third and fourth quarters of each year. Additionally, 2018 percentage rent is impacted because Sharyland reduced its wholesale transmission service rates during the first quarter of 2018 to reflect an income tax allowance at the new 21% corporate federal income tax rate. This reduction in rates has contributed to a reduction in Sharyland’s revenues during 2018 as compared to 2017. See Note 16, Leases in the Notes to the Unaudited Consolidated Financial Statements for additional information.

General and administrative expense — General and administrative expense was $6.8 million and $6.7 million for the three months ended September 30, 2018 and 2017, respectively, representing an increase of $0.1 million, or 1.5%. The increase in general and administrative expense was mainly due to a $0.6 million increase in transaction costs partially offset by a decrease of $0.2 million in management fees and $0.4 million in professional fees. The increase in transaction costs represents the difference between the $2.6 million of professional services fees we incurred in the third quarter of 2018 related to the pending sale of InfraREIT and the $2.0 million of professional services fees we incurred in the third quarter of 2017 related to the asset exchange transaction completed during the fourth quarter of 2017 (2017 Asset Exchange Transaction).

Depreciation — Depreciation expense was $12.1 million and $13.3 million for the three months ended September 30, 2018 and 2017, respectively, representing a decrease of $1.2 million, or 9.0%. The decrease in depreciation expense was due to our asset mix changing from approximately 70% transmission and 30% distribution to 90% transmission and 10% distribution after the 2017 Asset Exchange Transaction.

Interest expense, net — Interest expense, net was $10.1 million and $10.4 million during the three months ended September 30, 2018 and 2017, respectively, representing a decrease of $0.3 million, or 2.9%. The decrease in interest expense, net was mainly due to the deferred financing costs related to the 2011 Notes, as defined below, which were paid in full in June 2018 being fully amortized during the second quarter of 2018. This amortization represented approximately $0.7 million of interest expense in the third quarter of 2017 that did not exist during the third quarter of 2018. Offsetting this decrease was $0.4 million of increased interest expense due to higher average debt balances and interest rates during 2018 as compared to 2017. Included in interest expense, net was also $0.7 million of AFUDC on debt in both 2018 and 2017. See Note 8, Borrowings Under Credit Facilities and Note 9, Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements for additional information.

Other income, net — Other income, net was less than $0.1 million and $0.3 million during the three months ended September 30, 2018 and 2017, respectively. The decrease in other income, net was primarily driven by no AFUDC on other funds being recognized in 2018 compared to $0.3 million of AFUDC on other funds being recognized in 2017. AFUDC on other funds was not recognized during the third quarter of 2018 as the average short-term borrowings were in excess of the average CWIP balance resulting in CWIP mainly being financed with debt.

Income tax (benefit) expense — Income tax expense was $0.3 million for the three months ended September 30, 2018 and 2017, respectively. This amount represents the estimated Texas franchise tax on our gross rental revenues.

Net income — Net income was $19.7 million and $21.2 million during the three months ended September 30, 2018 and 2017, respectively, representing a decrease of $1.5 million, or 7.1%. The decrease in net income between the two periods was attributable to a $2.7 million decrease in lease revenue, $0.1 million increase in general and administrative expense and $0.3 million decrease in other income, net partially offset by a $1.2 million decrease in depreciation expense and $0.3 million decrease in interest expense, net which both added to net income during the quarter. The components of general and administrative expense are described above.

Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017

Lease revenue — Lease revenue was $142.4 million and $131.7 million for the nine months ended September 30, 2018 and 2017, respectively, representing an increase of $10.7 million, or 8.1%. Base rent was $141.9 million, or 99.6% of total revenue, and $122.4 million, or 92.9% of total revenue, for the nine months ended September 30, 2018 and 2017, respectively, representing an increase of $19.5 million, or 15.9%. Percentage rent was $0.5 million, or 0.4% of total revenue, and $9.3 million, or 7.1% of total revenue, for the nine months ended September 30, 2018 and 2017, respectively, representing a decrease of $8.8 million.

The increase in base rent was driven by the change in the allocation of our total rent components between base and percentage rent and additional assets under lease. When compared to 2017, 2018 base rent represents a higher proportion of total lease revenue as a result of the Permian lease renewal and the assets acquired in the 2017 Asset Exchange Transaction, which were added to the CREZ lease, having only base rent and not a percentage rent component. This change in revenue allocation also results in an intra-year timing shift for revenue recognition since base rent, which is a higher proportion of total revenue in 2018 relative to 2017, is recognized on a straight-line basis and percentage rent is recognized only after Sharyland’s revenue exceeds the annual specified breakpoint, which usually occurs in the third and fourth quarters of each year. Additionally, 2018 percentage rent is impacted because Sharyland reduced its wholesale transmission service rates to reflect an income tax allowance at the new 21% corporate federal income tax rate during the first quarter of 2018. This reduction in rates has contributed to a reduction in Sharyland’s revenues during 2018 as compared to 2017. See Note 16, Leases in the Notes to the Unaudited Consolidated Financial Statements for additional information.

General and administrative expense — General and administrative expense was $19.5 million and $19.6 million for the nine months ended September 30, 2018 and 2017, respectively, representing a decrease of $0.1 million, or 0.5%. The decrease in general and administrative expense was mainly due to a $1.1 million decrease in transaction costs, $0.5 million decrease in regulatory expenses and $0.3 million decrease in management fees partially offset by $1.2 million professional services fee associated with the settlement of our Texas franchise taxes, $0.5 million for the review of our company structure (De-REIT) alternatives and $0.2 million for the evaluation of the Tax Cuts and Jobs Act (TCJA). The decrease in transaction costs represents the difference between the $2.8 million of professional services fees we incurred in 2018 compared to $3.9 million in 2017. The $2.8 million represents $2.6 million of fees related to the pending sale of InfraREIT incurred in the third quarter of 2018 and $0.2 million of fees related to the 2017 Asset Exchange Transaction incurred in the first quarter of 2018. In the first nine months of 2017, we incurred $3.9 million of fees related to the 2017 Asset Exchange Transaction.

Depreciation — Depreciation expense was $35.6 million and $39.0 million for the nine months ended September 30, 2018 and 2017, respectively, representing a decrease of $3.4 million, or 8.7%. The decrease in depreciation expense was due to our asset mix changing from approximately 70% transmission and 30% distribution to 90% transmission and 10% distribution after the 2017 Asset Exchange Transaction.

~~Interest~~Results ~~expense, net — Interest expense, net was $31.9 million and $30.2 million during the nine months ended September 30, 2018 and 2017, respectively, representing an increase~~ of $1.7 million, or 5.6%. The increase in interest expense, net was due to higher average debt balances and interest rates during 2018 as compared to 2017. Interest expense was partially offset by $2.0 million and $2.3 million of AFUDC on debt in 2018 and 2017, respectively, and $0.5 million of lower deferred financing cost amortization during 2018 compared to 2017. See Note 8, Borrowings Under Credit Facilities and Note 9, Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements for additional information.Operations

Other income, net — Other income, net was $1.1 million and $0.4 million during the nine months ended September 30, 2018 and 2017, respectively. The $0.7 million increase in other income, net was primarily driven by $1.1 million of AFUDC on other funds being recognized in 2018 compared to $0.3 million of AFUDC on other funds being recognized in 2017.

	Three Months Ended March 31,
(In thousands)	2019			2018
Lease revenue
Base rent	$	48,574		$	45,656
Percentage rent		—			—
Total lease revenue		48,574			45,656
Operating costs and expenses
General and administrative expense		7,087			6,088
Depreciation		12,204			11,577
Total operating costs and expenses		19,291			17,665
Income from operations		29,283			27,991
Other (expense) income
Interest expense, net		(10,060	)		(10,674	)
Other income, net		1			733
Total other expense		(10,059	)		(9,941	)
Income before income taxes		19,224			18,050
Income tax expense		255			286
Net income		18,969			17,764
Less: Net income attributable to noncontrolling interest		5,224			4,900
Net income attributable to InfraREIT, Inc.	$	13,745		$	12,864

~~Income~~Three ~~tax~~Months ~~(benefit)~~Ended ~~expense~~March ~~— During the second quarter of 2018~~31, we2019 ~~settled~~Compared ~~our Texas franchise taxes related~~ to ~~open~~Three ~~tax~~Months ~~years~~Ended ~~through~~March 2017. This settlement resulted in no taxes owed for those taxable years resulting in the removal of the potential tax liability and associated interest and penalties totaling $5.6 million from our Consolidated Balance Sheets with the recognition in income taxes. This removal included franchise taxes of $0.9 million that had been accrued during the nine months ended September 3031, ~~2017. Additionally, franchise taxes of $0.7 million were incurred during the nine months ended September 30,~~ 2018 ~~for our estimated Texas franchise tax on our gross rental revenues for the 2018 tax year.~~

~~Net~~Lease ~~income~~revenue — ~~Net~~Lease ~~income~~revenue, consisting of only base rent, was $6148.46 million and $4245.47 million ~~during~~for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018, respectively, representing an increase of $192.09 million, or 6.3%. The increase in ~~net~~base ~~income~~rent ~~between the two periods~~ was ~~attributable~~driven toby athe ~~$10.7~~addition ~~million~~of ~~increase~~assets inunder lease ~~revenue, $5~~.6 ~~million~~See ~~benefit~~Note ~~from the Texas franchise tax settlement~~16, ~~$3.4~~Leases ~~million decrease~~ in ~~depreciation expense and $0.7 million increase in other income, net partially offset by a $1.7 million increase in interest expense, net. Additionally,~~ the ~~decrease~~Notes ~~in general and administrative expense contributed $0.1 million~~ to ~~net~~the ~~income.~~Unaudited ~~The~~Consolidated ~~components~~Financial ofStatements ~~general~~for ~~and~~additional ~~administrative expense are described above~~information.

General and administrative expense — General and administrative expense was $7.1 million and $6.1 million for the three months ended March 31, 2019 and 2018, respectively, representing an increase of $1.0 million, or 16.4%. The increase in general and administrative expense was mainly due to a $1.5 million increase in transaction costs partially offset by a decrease of $0.2 million in management fees, $0.2 million for the evaluation of the Tax Cuts and Jobs Act in 2018 and $0.1 million in professional fees. The increase in transaction costs represents the difference between the $1.7 million of professional services fees we incurred in 2019 related to the pending sale of InfraREIT and the $0.2 million of professional services fees we incurred in 2018 related to the asset exchange transaction completed during the fourth quarter of 2017 (2017 Asset Exchange Transaction).

Depreciation — Depreciation expense was $12.2 million and $11.6 million for the three months ended March 31, 2019 and 2018, respectively, representing an increase of $0.6 million, or 5.2%. The increase in depreciation expense was due to additional assets placed in service.

Interest expense, net — Interest expense, net was $10.1 million and $10.7 million during the three months ended March 31, 2019 and 2018, respectively, representing a decrease of $0.6 million, or 5.6%. The decrease in interest expense, net was mainly due to the deferred financing costs related to the $60.0 million senior secured notes, which were paid in full in June 2018, being fully amortized during the second quarter of 2018. This amortization represented approximately $0.7 million of interest expense in the first quarter of 2018 that did not exist during 2019. Adding to this decrease was an additional $0.2 million of AFUDC on debt in 2019 as compared to 2018. Offsetting these decreases was $0.3 million of increased interest expense due to higher average debt balances and interest rates during 2019 as compared to 2018. See Note 8, Borrowings Under Credit Facilities and Note 9, Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements for additional information.

Other income, net — Other income, net was negligible and $0.7 million during the three months ended March 31, 2019 and 2018, respectively. The decrease in other income, net was primarily driven by no AFUDC on other funds being recognized in 2019 compared to $0.7 million of AFUDC on other funds being recognized in 2018. AFUDC on other funds was not recognized during the first quarter of 2019 as the average short-term borrowings were in excess of the average construction work in progress (CWIP) balance resulting in CWIP mainly being financed with debt.

Income tax (benefit) expense — Income tax expense was $0.3 million for the three months ended March 31, 2019 and 2018, respectively. This amount represents the estimated Texas franchise tax on our gross rental revenues.

Net income — Net income was $19.0 million and $17.8 million during the three months ended March 31, 2019 and 2018, respectively, representing an increase of $1.2 million, or 6.7%. The increase in net income between the two periods was attributable to a $2.9 million increase in lease revenue and $0.6 million decrease in interest expense, net partially offset by a $1.0 million increase in general and administrative expense, $0.6 million increase in depreciation expense and $0.7 million decrease in other income, net. The components of general and administrative expense are described above.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2018~~2019, we had $3.25 million of unrestricted cash and cash equivalents, $1.7 million of restricted cash and $~~224~~218.05 million of unused capacity under our revolving credit facilities.

We use our cash on hand, cash flows from operations and borrowings under our credit facilities to fund current obligations, working capital requirements, operating expenses, maturities of long-term debt, budgeted capital spending and dividend payments. We expect that we will be able to fund estimated capital expenditures associated with Footprint Projects through the end of 2020 without raising proceeds from additional equity offerings. However, if unexpected factors were to impact our liquidity and cash position, we may seek to raise proceeds from the equity markets at an earlier time.

Management expects that future operating cash flows, along with access to financial markets, will be sufficient to meet any future operating requirements and forecasted capital investment opportunities. As part of our financing strategy, we will periodically issue long-term debt or enter into term loan arrangements and use the proceeds to reduce borrowings under our revolving credit facilities or refinance other debt. If our ability to access the capital markets is restricted or if debt or equity capital were unavailable on favorable terms, or at all, at a time when we would like, or need, to access those markets, our ability to fund capital expenditures under our leases or to comply with the REIT distribution rules could be adversely affected.

Capital Expenditures

We fund Footprint Projects related to our regulated assets as we and Sharyland determine such Footprint Projects are required pursuant to the terms of our leases. Our total capital expenditures, cash for additions to electric plant on the Consolidated Statements of Cash Flows, for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018 were $4811.74 million and $~~147~~15.80 million, respectively.

On an accrual basis, capital expenditures for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018 were $4910.67 million and $~~136~~17.61 million, respectively. Capital expenditures on an accrual basis differ from our total capital expenditures due in part to differences in construction costs incurred during the period versus cash paid during the period.

Under the terms of our leases, Sharyland provides a capital expenditure forecast ~~on a rolling three year basis~~ that sets forth anticipated capital expenditures related to our regulated assets. We expect estimated Footprint Projects capital expenditures for the calendar years ~~2018~~2019 through 2020 in the range of $8530 million to $~~155~~70 million as set forth in the table below. ~~The change in the 2019 Footprint Project capital expenditures is due to an increase in the scope and expected costs for several projects.~~ We intend to fund these capital expenditures with a mix of debt and cash flows from operations.

		Years Ending December 31,
(In millions)		2019		2020
Total estimated Footprint Projects capital expenditures	$	20-35	$	10-35

		Years Ending December 31,
(In millions)		2018		2019		2020
Total estimated Footprint Projects capital expenditures	$	55-70	$	20-35	$	10-50

In recent years, we made significant capital investments in our former Stanton/Brady/Celeste, Texas distribution service territory to reinforce and upgrade our assets and to support load growth. Additionally, we expanded the capacity of our Panhandle assets to transmit additional electricity from wind farms. As a result of the 2017 Asset Exchange Transaction and with many of these projects coming to a conclusion during 2017 and 2018, our capital expenditures forecast for 2019 and 2020 is primarily driven by expectations regarding maintenance capital expenditures requirements and new assets that either relieve congestion or expand our footprint to connect new generation supply in the Texas Panhandle and West Texas.

Although we believe the assumptions and estimates underlying our forecast to be reasonable as of the date of this report, they are inherently uncertain and subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause the amount and timing of our capital expenditures to differ materially from our current expectations. See Forward-Looking Statements at the beginning of this Quarterly Report on Form 10-Q.

Dividends and Distributions

As a REIT, we must make current distributions of at least 90% of our annual taxable income, excluding capital gains and other adjustments;, and as such, we expect to distribute at least 100% of our taxable income. Under the terms of the merger agreement with Oncor, we are permitted to pay regular quarterly cash dividends of $0.25 per share of common stock (plus a pro-rated dividend for any partial quarter prior to closing).

We paid a total of $15.2 million in dividends and distributions during each of the three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017. We paid a total of $45.5 million in dividends and distributions during each of the nine months ended September 30,~~ 2018 ~~and 2017~~.

On ~~September~~February 726, ~~2018~~2019, our board of directors approved a cash distribution by ~~our~~InfraREIT Partners, LP (Operating Partnership) to all unit holders of record on ~~September~~March 2829, ~~2018~~2019 of $0.25 per unit, ~~or $1.00 per unit on an annualized basis,~~ for a total distribution of $15.2 million ($11.0 million to InfraREIT~~, Inc.~~). On ~~September~~February 726, ~~2018~~2019, our board of directors also declared a cash dividend to stockholders of record of InfraREIT, ~~Inc.~~ on ~~September~~March 2829, ~~2018~~2019 of $0.25 per share of common stock, ~~or $1.00 per share on an annualized basis,~~ for a total of $11.0 million. The cash distribution and cash dividend were paid on ~~October~~April 18, ~~2018~~2019.

Credit Arrangements

We have two revolving credit facilities, a senior secured term loan and senior secured notes. Our assets are collateral under our various debt arrangements. See Note 8, Borrowings Under Credit Facilities and Note 9, Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements for additional information.

Operating Partnership Revolving Credit Facility

~~Our~~The Operating Partnership ~~has~~is party to a $75.0 million revolving credit facility with up to $15.0 million available for issuance of letters of credit, ~~and~~which previously had a maturity date of December 10, 2019. In December 2018, the Operating Partnership entered into an amendment to its revolving credit facility that extended the maturity date with respect to $67.0 million of the available revolving credit facility to December 10, 2020. The remaining $8.0 million of the available credit facility will continue to mature on December 10, 2019.

As of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, there were no outstanding borrowings or letters of credit and there was $75.0 million of borrowing capacity available under the revolving credit facility. As of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018, ~~our~~the Operating Partnership was in compliance with all debt covenants under the credit agreement.

SDTS Revolving Credit Facility

Sharyland Distribution & Transmission Services, L.L.C. (SDTS), our regulated subsidiary, has a $250.0 million revolving credit facility with up to $25.0 million of the revolving credit facility available for issuance of letters of credit and up to $5.0 million of the revolving credit facility available for swingline loans. ~~The~~In December 2018, SDTS entered into an amendment to its revolving credit ~~facility~~agreement ~~matures~~that onextended the maturity date from December 10, 2019 to December 10, 2020.

We expect to seek a one year extension of each of our revolving credit facilities.

Senior Secured Debt

Our subsidiary, Transmission and Distribution Company, L.L.C. (TDC), issued $25.0 million aggregate principal amount of 8.50% per annum senior secured notes to The Prudential Insurance Company of America and affiliates (TDC Notes) with a maturity date of December 30, 2020. Principal and interest on the TDC Notes are payable quarterly. As of ~~September~~March 3031, ~~2018~~2019, $1514.37 million of principal was outstanding under the TDC Notes.

In 2017, SDTS ~~had~~entered ~~5.04%~~into ~~per~~a ~~annum~~$200.0 million senior secured ~~notes~~term ~~that~~loan ~~were~~credit ~~issued~~facility to(2017 ~~The~~Term ~~Prudential~~Loan) ~~Insurance~~with ~~Company~~a maturity date of ~~America~~June ~~and~~5, ~~affiliates~~2020. inInterest ~~2011~~is ~~(2011~~payable ~~Notes)~~at ~~with~~least aquarterly ~~principal~~at ~~balance~~the option of ~~$60.0~~SDTS ~~million,~~with ~~which~~the ~~matured~~full onprincipal ~~June~~amount ~~20,~~due ~~2018~~at maturity. ~~The~~As ~~outstanding~~of ~~balance~~March on31, ~~the~~2019, ~~2011~~$200.0 ~~Notes~~million was ~~paid~~outstanding inunder ~~full~~the at2017 ~~maturity~~Term ~~with~~Loan ~~proceeds~~at ~~from~~an ~~the~~interest ~~SDTS~~rate ~~revolving~~of ~~credit facility~~3.74%.

In 2017, SDTS entered into a $200.0 million senior secured term loan credit facility (2017 Term Loan) with a maturity date of June 5, 2020. Interest is payable at least quarterly at the option of SDTS with the full principal amount due at maturity. As of September 30, 2018, $200.0 million was outstanding under the 2017 Term Loan at an interest rate of 3.42%.26

SDTS issued $400.0 million series A senior secured notes (Series A Notes) due December 3, 2025 and $100.0 million series B senior secured notes (Series B Notes) due January 14, 2026. These senior secured notes are due at maturity and bear interest at a rate of 3.86% per annum, payable semi-annually. The outstanding accrued interest payable on the Series A Notes is due each June and December while the accrued interest payable on the Series B Notes is due each January and July. As of ~~September~~March 3031, ~~2018~~2019, $400.0 million and $100.0 million were outstanding under the Series A Notes and Series B Notes, respectively.

SDTS issued $53.5 million aggregate principal amount of 7.25% per annum senior secured notes to The Prudential Insurance Company of America and affiliates (2009 Notes) with a maturity date of December 30, 2029. Principal and interest on the 2009 Notes are payable quarterly. As of ~~September~~March 3031, ~~2018~~2019, $3837.98 million of principal was outstanding under the 2009 Notes. Additionally, SDTS issued $110.0 million aggregate principal amount of 6.47% per annum senior secured notes to The Prudential Insurance Company of America (2010 Notes) with a maturity date of September 30, 2030. Principal and interest on the 2010 Notes are payable quarterly. As of September 30, 2018, $89.2 million of principal was outstanding under the 2010 Notes.

AsAdditionally, SDTS issued $110.0 million aggregate principal amount of ~~September~~6.47% ~~30,~~per ~~2018~~annum ~~and~~senior ~~December~~secured ~~31,~~notes ~~2017,~~to ~~SDTS~~The ~~and~~Prudential ~~TDC~~Insurance ~~were~~Company inof ~~compliance~~America (2010 Notes) with ~~all~~a ~~debt~~maturity ~~covenants~~date ~~under~~of ~~the~~September ~~applicable~~30, ~~agreements~~2030. ~~governing~~Principal and interest on the ~~senior~~2010 ~~secured~~Notes ~~notes~~are ~~and~~payable ~~2017~~quarterly. ~~Term~~As ~~Loan~~of March 31, 2019, $86.7 million of principal was outstanding under the 2010 Notes.

As of March 31, 2019 and December 31, 2018, SDTS and TDC were in compliance with all debt covenants under the applicable agreements governing the senior secured notes and 2017 Term Loan.

Cash Flows

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2018~~2019 Compared to ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2017~~2018

Cash flows from operating activities — Net cash provided by operating activities was $9936.14 million and $8934.08 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018, respectively. The increase in net cash provided by operating activities related primarily to higher lease revenue during the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 compared to the same period of ~~2017~~2018, partially offset by less cash provided by working capital changes during ~~2018~~2019 compared to ~~2017~~2018.

Cash flows from investing activities — Net cash used in investing activities was $4711.04 million and $~~147~~13.84 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018, respectively. Capital expenditures related to the construction of our regulated assets were $4811.74 million and $~~147~~15.80 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018, respectively. Additionally, $1.6 million was received for the repayment of the receivable during 2018 related to the 2017 Asset Exchange Transaction.

Cash flows from financing activities —Net cash used in financing activities was $5123.73 million ~~during~~and ~~the nine months ended September 30, 2018 compared to net cash provided by financing activities of~~ $4522.37 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2019 and 2018, respectively. The higher use of cash related primarily to aan additional $60.27 million net repayment of short-term and long-term debt in ~~2018~~2019 as compared to ~~$91~~2018.7 ~~million net borrowings of short-term and long-term debt in 2017.~~ The payment of dividends and distributions were consistent between ~~2018~~2019 and ~~2017~~2018.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of ~~September~~March 3031, ~~2018~~2019 and December 31, ~~2017~~2018.

26Pending Corporate Transactions

Sale and Asset Exchange

On October 18, 2018, InfraREIT and the Operating Partnership entered into a definitive agreement to be acquired by Oncor for $21.00 per share or OP Unit, as applicable, in cash, valued at approximately $1.275 billion, plus the assumption of our net debt of approximately $940 million as of March 31, 2019. Oncor has obtained equity financing commitments from Sempra Energy and the owners of Texas Transmission Investment LLC to provide an aggregate equity contribution of approximately $1.3 billion to finance the acquisition of InfraREIT and pay certain related fees and expenses.

The asset exchange with Sharyland and merger with Oncor are mutually dependent on one another, and neither will become effective without the closing of the other.

Arrangements with Hunt

Under our management agreement with Hunt Manager, which will be terminated upon the closing of the transactions, Hunt Manager is entitled to the payment of a termination fee upon the termination or non-renewal of the management agreement. The termination of the management agreement automatically triggers the termination of the development agreement between us and Hunt Consolidated Inc. and its subsidiaries (collectively, Hunt). We have agreed to pay Hunt approximately $40.5 million at the closing of the transactions to terminate the management agreement, development agreement, leases with Sharyland, and all other existing agreements between InfraREIT or our subsidiaries and Hunt, Sharyland or their affiliates. This amount is consistent with the termination fee, as calculated at the time we entered into the omnibus termination agreement, contractually required under the management agreement.

Agreements among Hunt, Oncor and Sempra Energy

Concurrently with the execution of the merger agreement and the asset exchange agreement, Sharyland and Sempra Energy entered into an agreement in which Sempra Energy will purchase a 50% limited partnership interest in Sharyland Holdings LP (Sharyland Holdings), which will own a 100% interest in Sharyland. The closing of Sempra Energy’s purchase is a requirement of the asset exchange agreement between SDTS and Sharyland. Additionally, under a separate agreement with Sharyland, Oncor will operate all of Sharyland’s assets following the closing of the transactions.

Closing Conditions and Status

The closing of the transactions is dependent upon and subject to several closing conditions, including:

•

PUCT approval of the transactions, including:

•

exchange of assets with Sharyland;

•

acquisition of InfraREIT by Oncor; and

•

Sempra Energy’s 50% ownership of Sharyland Holdings;

•

other necessary regulatory approvals, including approval by FERC, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act) and clearance by CFIUS;

•

stockholder approval;

•

certain lender consents; and

•

other customary closing conditions.

Early termination of the 30-day waiting period required by the HSR Act was received in December 2018. In December 2018, certain of the Operating Partnership’s subsidiaries entered into amendments that, effective as of the closing, will satisfy our closing condition with respect to the lender consents. Additionally, a special meeting of InfraREIT’s stockholders was held on February 7, 2019, at which time the stockholders voted to approve the transactions. Furthermore, in March 2019, CFIUS clearance was received for the transactions and FERC issued an order approving the transactions.

In accordance with the definitive agreements, SDTS, Sharyland, Oncor and Sempra Energy filed the STM application with the PUCT on November 30, 2018. In April 2019, the parties to the STM proceeding filed the Settlement with the PUCT, which is subject to review and approval by the PUCT. On April 10, 2019, a hearing on the merits was held and the Settlement was discussed. The 180-day deadline for our STM is May 29, 2019, although the PUCT is permitted to extend that deadline for an additional 60 days if necessary.

We continue to expect the transactions to close by mid-2019, subject to obtaining the PUCT approval and satisfaction of other customary closing conditions.

Regulatory Matters

The regulatory parameters in Sharyland’s rates and applicable to our regulated assets provide for a capital structure consisting of 55% debt and 45% equity, a cost of debt of 6.73%, a return on equity of 9.70% and a return on invested capital of 8.06% in calculating rates. Additionally, Sharyland’s rates also reflect the recovery of an income tax allowance, with respect to our transmission assets, at the 21% corporate federal income tax rate and, with respect to our wholesale distribution assets, at the prior 35% corporate federal income tax rate. Under existing PUCT orders, SDTS and Sharyland are required to file a new rate case by July 1, 2020 using a test year ending December 31, 2019. If the sale of InfraREIT is not completed and we are required to move forward with the 2020 rate case, the outcome of that rate case will result in an adjustment to many of the current regulatory parameters applicable to our regulated assets. These regulatory parameters include an adjustment to our allowed cost of debt to reflect the actual cost of debt as of the end of the test year, which currently is forecasted to be 4.91%, and an adjustment to Sharyland’s wholesale distribution rate to reflect the new 21% corporate federal income tax rate, as well as other potential adjustments to the parameters described above.

Reconciliations to Amounts Reported Under Generally Accepted Accounting Principles

We use certain financial measures that are not recognized under U.S. GAAP. The non-GAAP financial measures used in this report include non-GAAP earnings per share (Non-GAAP EPS);, funds from operations (FFO) and FFO adjusted in the manner described below (AFFO).

We derive our non-GAAP measures as follows to show our core operational performance:

•

We define non-GAAP net income as net income adjusted in a manner we believe is appropriate to show our core operational performance, which includes:

•

an adjustment for the difference between the amount of base rent payments that we receive with respect to the applicable period and the amount of straight-line base rent recognized under U.S. GAAP;

• adding back the Tax Cuts and Jobs Act regulatory adjustment related to the establishment of the regulatory liability related to the excess ADFIT as a result of the enactment of the TCJA reducing the corporate federal income tax rate from 35% to 21% (see the caption Tax Cuts and Jobs Act Regulatory Adjustment under Significant Components of Our Results of Operations included in Part II, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2017 Form 10-K);

•

adding back the transaction costs related to the pending sale of InfraREIT to Oncor and asset exchange with Sharyland as these are not typical operational costs;

•

adding back the transaction costs related to the 2017 Asset Exchange Transaction as these costs are exclusive of our routine business operations or typical rate case costs;

• ~~removing~~adding back the ~~effect~~professional ofservices ~~the~~fee ~~gain~~related ~~associated~~to ~~with~~ the ~~inventory~~2018 ~~that~~franchise ~~was~~tax ~~sold~~settlement inwith the ~~2017~~state ~~Asset~~of ~~Exchange Transaction~~Texas; and

• ~~adding~~removing ~~back~~ the ~~professional~~effect ~~services~~of ~~fee~~the ~~related~~2018 toTexas ~~the~~ franchise tax settlement ~~with the state of Texas; and~~.

• removing the effect of the Texas franchise tax settlement.

•

We define Non-GAAP EPS as non-GAAP net income divided by the weighted average shares outstanding calculated in the manner described in the footnotes in the Non-GAAP EPS reconciliation tables below.

•

The National Association of Real Estate Investment Trusts (NAREIT) defines FFO as net income (loss) (computed in accordance with U.S. GAAP), excluding gains and losses from sales of property, net and impairments of depreciated real estate, plus real estate depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. Applying the NAREIT definition to our consolidated financial statements results in FFO representing net income (loss) before depreciation, impairment of assets and gain (loss) on sale of assets. FFO does not represent cash generated from operations as defined by U.S. GAAP and it is not indicative of cash available to fund all cash needs, including distributions.

•

AFFO is FFO adjusted in a manner we believe is appropriate to show our core operational performance, including:

•

an adjustment for the difference between the amount of base rent payments that we receive with respect to the applicable period and the amount of straight-line base rent recognized under U.S. GAAP;

•

adding back the transaction costs related to the pending sale of InfraREIT to Oncor and asset exchange with Sharyland as these are not typical operational costs;

•

adding back the transaction costs related to the 2017 Asset Exchange Transaction as these costs are exclusive of our routine business operations or typical rate case costs;

• ~~adding~~removing ~~back~~ the ~~professional~~effect ~~services~~of ~~fee~~the ~~related~~2018 toTexas ~~the~~ franchise tax settlement ~~with the state of Texas~~; and

• removing the effect of the Texas franchise tax settlement; and

•

adjusting for other income (expense), net.

2729

Our management uses Non-GAAP EPS, FFO and AFFO as important supplemental measures of our operating performance. We also present non-GAAP performance measures because we believe they help investors understand our business, performance and ability to earn and distribute cash to our stockholders by providing perspectives not immediately apparent from net income. Including reporting on these measures in our public disclosures also ensures that this information is available to all our investors. The presentation of Non-GAAP EPS, FFO and AFFO are not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.

We offer these measures to assist the users of our financial statements in assessing our operating performance under U.S. GAAP, but these measures are non-GAAP measures and should not be considered measures of liquidity, alternatives to net income or indicators of any other performance measure determined in accordance with U.S. GAAP, nor are they indicative of funds available to fund our cash needs, including: capital expenditures, payments on our debt, dividends or distributions. Our method of calculating these measures may be different from methods used by other companies and, accordingly, may not be comparable to similar measures as calculated by other companies. Investors should not rely on these measures as a substitute for any U.S. GAAP measure, including net income, cash flows from operating activities or revenues.

Below we provide the tabular calculations of Non-GAAP EPS, FFO and AFFO for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018. To provide more analysis around these metrics, the following narratives are provided comparing the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019 to the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2018.

Non-GAAP EPS was $0.3532 per share for the three months ended ~~September~~March 3031, ~~2018~~2019 compared to $0.3629 per share for the three months ended ~~September~~March 3031, ~~2017~~2018, representing aan ~~decrease~~increase of 210.83%. Non-GAAP EPS during the three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018 was based on 60.7 million weighted average shares outstanding. Non-GAAP EPS reflected a $01.6 million ~~decrease~~increase in Non-GAAP net income from $2117.78 million during the three months ended ~~September~~March 3031, ~~2017~~2018 to $2119.14 million for the three months ended ~~September~~March 3031, ~~2018~~2019. The ~~decrease~~increase in Non-GAAP net income resulted from aan ~~decrease~~increase in lease revenue of $2.79 million, a $0.6 million net decrease in general and administrative expense and a decrease of $0.36 million in ~~other~~interest ~~income~~expense, net partially offset by a $10.27 million decrease in ~~depreciation~~other ~~expense~~income, net, a $0.6 million ~~decrease~~increase in ~~general~~depreciation ~~and administrative~~ expense, and a $01.21 million base rent adjustment reduction ~~and a decrease of $0~~.3 ~~million in interest expense, net.~~ The decrease in general and administrative expense excludes $21.67 million of professional services fees related to the pending sale of InfraREIT in the ~~third~~first quarter of ~~2018~~2019 and $2.0.2 million of professional service fees related to the 2017 Asset Exchange Transaction during the ~~third~~first quarter of ~~2017~~2018.

For the three months ended ~~September~~March 3031, ~~2018~~2019, FFO ~~decreased~~increased $21.89 million to $31.82 million as compared to $3429.63 million for the three months ended ~~September~~March 3031, ~~2017~~2018. For the three months ended ~~September~~March 3031, ~~2018~~2019, AFFO was $3331.16 million compared to $3428.76 million in the same period in ~~2017~~2018, representing aan ~~decrease~~increase of $13.60 million, or 410.65%.

Non-GAAP EPS was $0.93 per share for the nine months ended September 30, 2018 compared to $0.76 per share for the nine months ended September 30, 2017, representing an increase of 22.4%. Non-GAAP EPS during the nine months ended September 30, 2018 and 2017 was based on 60.7 million weighted average shares outstanding. Non-GAAP EPS reflected a $10.2 million increase in Non-GAAP net income from $46.1 million during the nine months ended September 30, 2017 to $56.3 million for the nine months ended September 30, 2018. The growth in Non-GAAP net income resulted from an increase in lease revenue of $10.7 million, an increase of $0.7 million in other income, net, a $0.1 million net decrease in general and administrative expense and a $3.4 million decrease in depreciation expense offset by a $3.2 million base rent adjustment reduction and an increase of $1.7 million in interest expense, net. The decrease in general and administrative expense excludes professional services fees of $1.2 million associated with the settlement of our Texas franchise taxes, $2.6 million of professional services fees related to the pending sale of InfraREIT and $0.2 million related to the 2017 Asset Exchange Transaction during the nine months ended September 30, 2018 and excludes $3.9 million of professional service fees related to the 2017 Asset Exchange Transaction during the nine months ended September 30, 2017.

For the nine months ended September 30, 2018, FFO increased $15.6 million to $97.0 million as compared to $81.4 million for the nine months ended September 30, 2017. For the nine months ended September 30, 2018, AFFO was $90.9 million compared to $84.8 million in the same period in 2017, representing an increase of $6.1 million, or 7.2%.

Non-GAAP EPS

The following sets forth a reconciliation of net income attributable to InfraREIT, Inc. per diluted share to Non-GAAP EPS:

	Three Months Ended September 30, 2018						Three Months Ended September 30, 2017
	Three Months Ended March 31, 2019						Three Months Ended March 31, 2018
(In thousands, except per share amounts, unaudited)	Amount			Per Share (1)			Amount			Per Share (32)
Net income attributable to InfraREIT, Inc.	$	1413,~~271~~745		$	0.3231		$	1512,~~330~~864		$	0.3529
Net income attributable to noncontrolling interest		5,~~435~~224			0.3231			54,~~908~~900			0.3529
Net income		1918,~~706~~969			0.3231			2117,~~238~~764			0.3529
Base rent adjustment		(1,~~259~~260	)		(0.02	)		(~~1,479~~120	)		~~(0.02~~—	)
Transaction costs associated with pending sale of InfraREIT, Inc.		21,~~615~~725			0.0503			—			—
2017 Asset Exchange Transaction costs		—			—			~~1,972~~151			~~0.03~~—
Texas franchise tax professional services fee		—			—			—			—
Non-GAAP net income	$	19,434		$	0.32		$	17,795		$	0.29
Texas franchise tax settlement		—			—			—			—
Non-GAAP net income	$	21,062		$	0.35		$	21,731		$	0.36

	Nine Months Ended September 30, 2018						Nine Months Ended September 30, 2017
(In thousands, except per share amounts, unaudited)	Amount			Per Share (2)			Amount			Per Share (3)
Net income attributable to InfraREIT, Inc.	$	44,469		$	1.01		$	30,587		$	0.70
Net income attributable to noncontrolling interest		16,937			1.01			11,797			0.70
Net income		61,406			1.01			42,384			0.70
Base rent adjustment		(3,400	)		(0.06	)		(180	)		—
Transaction costs associated with pending sale of InfraREIT, Inc.		2,615			0.05			—			—
2017 Asset Exchange Transaction costs		151			—			3,909			0.06
Texas franchise tax professional services fee		1,196			0.02			—			—
Texas franchise tax settlement		(5,633	)		(0.09	)		—			—
Non-GAAP net income	$	56,335		$	0.93		$	46,113		$	0.76

(1)

The weighted average common shares outstanding of 44.0 million was used to calculate net income attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units outstanding of 16.7 million was used to calculate the net income attributable to noncontrolling interest per share. The combination of the weighted average common shares and redeemable partnership units outstanding of 60.7 million was used for the remainder of the per share calculations.

(2) The weighted average common shares outstanding of 43.98 million was used to calculate net income attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units outstanding of 16.89 million was used to calculate the net income attributable to noncontrolling interest per share. The combination of the weighted average common shares and redeemable partnership units outstanding of 60.7 million was used for the remainder of the per share calculations.

(3) The weighted average common shares outstanding of 43.8 million was used to calculate net income attributable to InfraREIT, Inc. per diluted share. The weighted average redeemable partnership units outstanding of 16.9 million was used to calculate the net income attributable to noncontrolling interest per share. The combination of the weighted average common shares and redeemable partnership units outstanding of 60.7 million was used for the remainder of the per share calculations.30

FFO and AFFO

The following sets forth a reconciliation of net income to FFO and AFFO:

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
(In thousands, unaudited)	~~2018~~2019			~~2017~~2018			~~2018~~			~~2017~~
Net income	$	1918,~~706~~969		$	2117,~~238~~764		$	~~61,406~~		$	~~42,384~~
Depreciation		12,~~063~~204			1311,~~328~~577			~~35,632~~			~~38,997~~
FFO		31,~~769~~173			3429,~~566~~341			~~97,038~~			~~81,381~~
Base rent adjustment		(1,~~259~~260	)		(~~1,479~~120	)		~~(3,400~~	)		~~(180~~	)
Other income, net (1)		(71	)		(~~331~~733	)		~~(1,114~~	)		~~(351~~	)
Transaction costs associated with pending sale of InfraREIT, Inc.		21,~~615~~725			—			~~2,615~~			—
2017 Asset Exchange Transaction costs		—			~~1,972~~151			~~151~~			~~3,909~~
Texas franchise tax professional services fee		—			—			1,196			—
AFFO	$	31,637		$	28,639
Texas franchise tax settlement		—			—			(5,633	)		—
AFFO	$	33,118		$	34,728		$	90,853		$	84,759

(1) Includes AFUDC on other funds of $0.37 million for the three months ended ~~September~~March 3031, ~~2017 and $1.1 million and $0.3 million for the nine months ended September 30,~~ 2018 ~~and 2017, respectively~~. There were no AFUDC on other funds recorded during the three months ended ~~September~~March 3031, ~~2018~~2019.

Financial Information Related to Our Tenant

We have legal title to our regulated assets; however, Sharyland maintains operational control of those assets through leases and through its managing member interest in SDTS and is responsible for construction and maintenance of our regulated assets. These rights and obligations constitute continuing involvement, which results in failed sale-leaseback financing accounting with respect to the lease of our regulated assets in Sharyland’s financial statements. Under failed sale-leaseback financing accounting, Sharyland is treated as the owner of the assets under all lease agreements, including regulated assets currently under construction. Consequently, our regulated assets, including any regulated assets currently under construction, are reflected as assets, and an estimate of Sharyland’s lease obligations to SDTS are reflected as liabilities on Sharyland’s balance sheet.

In addition to presenting Sharyland’s financial information in accordance with U.S. GAAP, we are presenting Sharyland’s non-GAAP financial information below, which removes the effect of the failed sale-leaseback accounting. This non-GAAP financial information is reviewed by our management and board of directors in evaluating Sharyland’s results of operations and financial condition. Although our management considers Sharyland’s U.S. GAAP financial information as well, management believes this non-GAAP financial information provides important supplemental evidence regarding Sharyland’s ability to meet its rent obligations to SDTS, as management believes it is helpful to our investors in understanding Sharyland’s financial condition without the additional implications of the failed sale-leaseback accounting. However, these non-GAAP measures are not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. In addition, Sharyland’s method of calculating these measures may be different from methods used by other companies, and, accordingly, may not be comparable to similar measures as calculated by other companies that do not use the same methodology as Sharyland.

The following information is presented below:

•

Sharyland’s net income (loss), calculated in accordance with U.S. GAAP.

•

Sharyland’s non-GAAP net income (loss), which is calculated by adding the amount of depreciation and interest expense that Sharyland incurs as a result of failed sale-leaseback financing accounting to Sharyland’s U.S. GAAP net income (loss) and subtracting Sharyland’s non-GAAP rent expense. Sharyland’s non-GAAP rent expense differs from our lease revenue because Sharyland’s non-GAAP rent expense is calculated on a cash rather than U.S. GAAP basis.

•

Sharyland’s non-GAAP net income (loss) before interest, taxes, depreciation, amortization and rent (EBITDAR), which is calculated by adding Sharyland’s non-GAAP interest, taxes, depreciation, amortization and rent expense to Sharyland’s non-GAAP net income (loss).

•

A coverage ratio illustrating how EBITDAR relates to Sharyland’s non-GAAP rent expense.

•

Sharyland’s non-GAAP balance sheet, which is derived by removing the impacts of the required U.S. GAAP failed sale-leaseback financing accounting treatment.

	Three Months Ended March 31,
(In thousands)	2019		2018
Net income	$	1,480	$	1,872
Failed sale-leaseback adjustments:
Add: Failed sale-leaseback depreciation expense		8,037		7,590
Add: Failed sale-leaseback interest expense		41,029		37,535
Deduct: Rent expense		49,947		47,319
Sharyland's management reported net income (loss)		599		(322	)
Adjustments:
Add: Interest expense, net		1,833		1,648
Add: Income tax expense		414		348
Add: Depreciation and amortization		3,830		3,866
Add: Rent expense		49,947		47,319
EBITDAR	$	56,623	$	52,859
Ratio of EBITDAR to rent expense	1.13x		1.12x

	March 31, 2019
(In thousands)	U.S. GAAP Balance Sheet		Failed Sale- Leaseback Adjustments			Non-GAAP Balance Sheet
Assets
Current assets	$	70,109	$	—		$	70,109
Property, plant and equipment, net		1,987,212		(1,709,909	)		277,303
Goodwill		1,100		—			1,100
Deferred charges - regulatory assets, net		40,069		(23,793	)		16,276
Total Assets	$	2,098,490	$	(1,733,702	)	$	364,788
Partners' Capital and Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	18,308	$	—		$	18,308
Current portion of financing obligation		33,055		(33,055	)		—
Current portion of long-term debt		154,469		—			154,469
Due to affiliates		30,868		—			30,868
Short-term borrowings from affiliates		5,000		—			5,000
Revolving line of credit		5,000		—			5,000
Current state margin tax payable		2,246		—			2,246
Total current liabilities		248,946		(33,055	)		215,891
Long-term financing obligations		1,701,230		(1,701,230	)		—
Regulatory liabilities		26,715		—			26,715
Other post-employment benefits (OPEB) and other long-term liabilities		1,148		—			1,148
Total liabilities		1,978,039		(1,734,285	)		243,754
Commitments and contingencies
Partners' capital		120,451		583			121,034
Total Partners' Capital and Liabilities	$	2,098,490	$	(1,733,702	)	$	364,788

	December 31, 2018
(In thousands)	U.S. GAAP Balance Sheet		Failed Sale- Leaseback Adjustments			Non-GAAP Balance Sheet
Assets
Current assets	$	86,579	$	—		$	86,579
Property, plant and equipment, net		1,981,685		(1,707,172	)		274,513
Goodwill		1,100		—			1,100
Deferred charges - regulatory assets, net		42,520		(23,793	)		18,727
Total Assets	$	2,111,884	$	(1,730,965	)	$	380,919
Partners' Capital and Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	43,061	$	—		$	43,061
Current portion of financing obligation		34,513		(34,513	)		—
Current portion of long-term debt		56,046		—			56,046
Due to affiliates		31,926		—			31,926
Current state margin tax payable		1,832		—			1,832
Total current liabilities		167,378		(34,513	)		132,865
Long-term financing obligations		1,699,114		(1,699,114	)		—
Long-term debt		99,296		—			99,296
Regulatory liabilities		25,977		—			25,977
OPEB and other long-term liabilities		1,148		—			1,148
Total liabilities		1,992,913		(1,733,627	)		259,286
Commitments and contingencies
Partners' capital		118,971		2,662			121,633
Total Partners' Capital and Liabilities	$	2,111,884	$	(1,730,965	)	$	380,919

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We have floating rate debt under our 2017 Term Loan and revolving credit facilities and are exposed to changes in interest rates on these debt instruments. In recent years, the credit markets have experienced historical lows in interest rates. If interest rates rise, the rates on our floating rate debt and future debt offerings could be higher than current levels, causing our financing costs to increase accordingly.

As of ~~September~~March 3031, ~~2018~~2019, the outstanding balance under our revolving credit facilities and 2017 Term Loan was $~~101~~106.05 million and $200.0 million, respectively. A hypothetical increase or decrease in interest rates by 1.00% would have changed our interest expense by $0.8 million ~~and $2.3 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018, respectively~~2019.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer, we performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating these disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We review our disclosure controls and procedures, which may include internal controls over financial reporting, on an ongoing basis. From time to time, management makes changes to enhance the effectiveness of these controls and ensure that they continue to meet the needs of our business activities over time.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

From time to time, we are party to various legal proceedings arising in the ordinary course of business. Although we cannot predict the outcomes of any such legal proceedings, we do not believe the resolution of these proceedings, individually or in the aggregate, will have a material impact on our business, financial condition or results of operations, liquidity or cash flows.

Item 1A.

Risk Factors

There have been no material changes in our risk factors during the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 from those previously disclosed in Part I, Item 1A., Risk Factors of our ~~2017~~2018 Form 10-K~~, other than set forth below~~. You should carefully consider the risk factors discussed in our ~~2017~~2018 Form 10-K ~~and below~~, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or future results.

If we are unable to complete, or timely complete, the sale of InfraREIT to Oncor, our business could be adversely affected.

Consummation of the sale of InfraREIT to Oncor is subject to the satisfaction or waiver of specified closing conditions, including (i) the approval of the sale of InfraREIT to Oncor (x) by the holders of a majority of the outstanding shares of our common stock and (y) the holders of a majority of the outstanding shares of our common stock, excluding for purposes of such calculation any shares held by Hunt; (ii) the closing of the asset exchange with Sharyland; (iii) certain lender consents; (iv) the receipt of various regulatory approvals, including from the PUCT, FERC and CFIUS, among others; (v) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; and (vi) other customary closing conditions. The regulatory and other approvals required to consummate the sale of InfraREIT and asset exchange with Sharyland may not be obtained at all, may not be obtained on the proposed terms and schedule as contemplated by the parties, or may impose terms, conditions, obligations or commitments that constitute a “burdensome condition” with respect to one or more of the parties. In the event that the regulatory approvals constitute a burdensome condition applicable to that party (as specified in the applicable definitive agreement), or if any of the conditions to closing are not satisfied prior to the outside termination date specified in the merger agreement, Oncor and/or Sharyland will not be obligated to consummate the sale of InfraREIT or the asset exchange, as applicable.

If the sale of InfraREIT is not completed for any reason, our stockholders would not receive any payment for their shares, we will remain an independent public company, and our shares will continue to be traded on the NYSE. Any delay in closing or a failure to close the sale of InfraREIT could exacerbate any negative effect on our business and on our business and regulatory relationships with other parties, as well as negatively affect our ability to implement alternative business plans. If the sale of InfraREIT is not completed for any reason, SDTS and Sharyland will have to litigate the 2020 rate case, which could be impacted by any negative effects of the Sale-Transfer-Merger proceeding or result in regulatory requirements or outcomes that materially and adversely affect our business. Further, although our board of directors would continue to seek opportunities to enhance stockholder value through the ongoing evaluation and review of our business operations, including the review of other De-REIT alternatives, there can be no assurance that any other De-REIT alternative will be available, and we would likely not be able to consummate another De-REIT alternative on the optimal timing for purposes of our business, namely in advance of or before the completion of our 2019 test year for the 2020 rate case. Accordingly, our business, prospects or results of operation could be materially adversely affected.

Failure to complete the sale of InfraREIT could trigger the payment of a termination fee, and we have incurred and will continue to incur significant costs, fees and expenses relating to professional services and transaction fees.

If the sale of InfraREIT is not completed, we may be required to pay a termination fee. The merger agreement contains certain termination rights in favor of Oncor and us, including our right to terminate the merger agreement to accept a superior proposal, subject to specified limitations, and provides that, upon termination of the merger agreement by us or Oncor upon specified conditions, we will be required to pay Oncor a termination fee of up to $44.6 million. There can be no assurance that the merger agreement will not be terminated under circumstances triggering these payment obligations. Furthermore, we have incurred and will continue to incur significant costs, fees and expenses relating to professional services and transaction fees in connection with the proposed sale of InfraREIT. Payment of these costs and fees could materially adversely affect our business, financial condition and results of operations in the event that the transaction is not consummated.

We will be subject to business uncertainties and contractual restrictions while the sale of InfraREIT is pending that could adversely affect our financial results.

Uncertainty about the effect of the sale of InfraREIT and asset exchange with Sharyland on employees of Hunt Manager, vendors or others may have an adverse effect on us. Although we and Hunt Manager have taken and intend to take reasonable steps designed to mitigate any adverse effects, these uncertainties may impair Hunt Manager’s ability to attract, retain and motivate key personnel until the sale of InfraREIT is completed, and could cause vendors or others that deal with us to seek to change existing business relationships. Retention and recruitment of employees of Hunt Manager may be particularly challenging prior to the completion of the sale of InfraREIT, as current employees and prospective employees may experience uncertainty about their future employment opportunities after closing. If, despite any retention and recruiting efforts, key employees depart or fail to accept employment with Hunt Manager due to these uncertainties, our business operations and financial results could be adversely affected. Additionally, the uncertainty about the effect of the sale of InfraREIT and asset exchange with Sharyland on employees of Sharyland, Sharyland’s vendors or others may negatively affect Sharyland’s performance under our leases, which may have adverse effects on us. Sharyland has taken and intends to take reasonable steps designed to mitigate any adverse effects, but there is no guarantee that these steps will be sufficient to eliminate the potential adverse impacts on us.

We expect that matters relating to the sale of InfraREIT and integration-related issues will place a significant burden on our management and key personnel as well as our internal resources, which could otherwise have been devoted to other business opportunities. The diversion of management’s time on issues related to the transactions could affect our financial results. In addition, the merger agreement restricts us, without Oncor’s consent, from taking specified actions until the sale of InfraREIT occurs or the merger agreement is terminated, including, among others, certain limitations on: (i) making acquisitions and dispositions of assets or property; (ii) exceeding specified capital spending limits; (iii) incurring indebtedness; (iv) issuing equity or equity equivalents; and (v) increasing our dividends per share. These restrictions may prevent us from pursuing otherwise attractive business opportunities and making other changes to our business prior to consummation of the sale of InfraREIT or termination of the merger agreement.

Failure to complete the sale of InfraREIT could negatively impact the market price of our common stock.

Failure to complete the sale of InfraREIT may negatively impact the future trading price of our common stock. To the extent that the current market price of our stock reflects a market assumption that the sale of InfraREIT will be completed, the market price of our common stock may decline if the sale of InfraREIT ultimately is not completed. Additionally, if the sale of InfraREIT is not completed, we will have incurred significant costs, as well as the diversion of the time and attention of management. A failure to complete the sale of InfraREIT may also result in negative publicity, litigation against us or our directors and officers, and a negative impression of us in the investment community. The occurrence of any of these events individually or in combination could have a material adverse effect on our financial condition, results of operations and our stock price.

The exchange of our common stock for cash will be a taxable transaction for U.S. federal income tax purposes.

The exchange of our common stock for cash will be a taxable transaction for U.S. federal income tax purposes. In general, domestic stockholders will be required to include in taxable income the excess of the cash received by such stockholder in the transaction over such stockholder’s adjusted tax basis in our common stock.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosure

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

ExhibitNumber		Description
2.1*	—	Agreement and Plan of Merger, dated as of October 18, 2018, among Oncor Electric Delivery Company LLC, 1912 Merger Sub LLC, Oncor T&D Partners, LP, InfraREIT, Inc. and InfraREIT Partners, LP (filed as exhibit 2.1 to the Company’s Current Report on Form 8-K dated October 18, 2018 and filed October 18, 2018 and incorporated herein by reference).
2.2*	—	Agreement and Plan of Merger, dated as of October 18, 2018, among Sharyland Utilities, L.P., Sharyland Distribution & Transmission Services, L.L.C., and Oncor Electric Delivery Company LLC (filed as exhibit 2.2 to the Company’s Current Report on Form 8-K dated October 18, 2018 and filed October 18, 2018 and incorporated herein by reference).
3.1	—	Articles of Restatement of the Registrant (filed as exhibit 3.3 to the Company’s Current Report on Form 8-K dated March 9, 2015 and filed March 10, 2015 and incorporated herein by reference).
3.2	—	Amended and Restated Bylaws of the Registrant (filed as exhibit 3.5 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).
10.1	—	~~Omnibus~~Second ~~Termination~~Amendment to Management Agreement, dated asFebruary ~~of October 18~~26, ~~2018~~2019, among ~~InfraREIT,~~the ~~Inc.~~Registrant, InfraREIT Partners, LP, ~~Sharyland~~and ~~Distribution & Transmission Services, L.L.C.,~~ Hunt ~~Consolidated, Inc., Hunt Transmission Services, L.L.C., Electricity Participant Partnership. L.L.C., Hunt~~ Utility Services, LLC ~~and Sharyland Utilities, L.P.~~ (filed as exhibit 10.18 to the Company’s ~~Current~~Annual Report on Form 810-K ~~dated~~for ~~October~~the 18year ended December 31, 2018 and filed ~~October~~on 18February 27, ~~2018~~2019 and incorporated herein by reference).
31.1**	—	Rule 13A-14(a)/15d-14(a) Certification of Chief Executive Officer
10.2		Services Agreement, dated February 26, 2019, between Sharyland Distribution & Transmission Services, L.L.C. and Hunt Utility Services, LLC (filed as exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and filed on February 27, 2019 and incorporated herein by reference).
31.2**	—	Rule 13A-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1**	—	Section 1350 Certification of Chief Executive Officer
32.2**	—	Section 1350 Certification of Chief Financial Officer
99.1***	—	Consolidated Financial Statements of Sharyland Utilities, L.P.
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

* Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.34

** Filed or furnished herewith.


Exhibit Number		Description
10.3		Seventeenth Amended and Restated Rent Supplement (McAllen Lease), dated February 26, 2019, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P. (filed as exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and filed on February 27, 2019 and incorporated herein by reference).

10.4		Eleventh Amended and Restated Rent Supplement (ERCOT Transmission Lease), dated February 26, 2019, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P. (filed as exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and filed on February 27, 2019 and incorporated herein by reference).

10.5		Fifteenth Amended and Restated Rent Supplement (CREZ Lease), dated February 26, 2019, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P. (filed as exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and filed on February 27, 2019 and incorporated herein by reference).

10.6		Third Amended and Restated Rent Supplement (Permian Lease), dated February 26, 2019, between Sharyland Distribution & Transmission Services, L.L.C. and Sharyland Utilities, L.P. (filed as exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and filed on February 27, 2019 and incorporated herein by reference).

31.1*	—	Rule 13A-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2*	—	Rule 13A-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1*	—	Section 1350 Certification of Chief Executive Officer

32.2*	—	Section 1350 Certification of Chief Financial Officer

99.1*	—	Consolidated Financial Statements of Sharyland Utilities, L.P.

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

*** ~~Consolidated~~Filed ~~financial~~or ~~statements~~furnished ~~of Sharyland Utilities, L~~herewith.~~P. will be filed by amendment to this Quarterly Report on Form 10-Q.~~

3335

SIGNATURES

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

	InfraREIT, Inc.
	(Registrant)
	/s/ David A. Campbell
Date: November 1, 2018	David A. Campbell
Date: May 2, 2019	David A. Campbell
	President, Chief Executive Officer and Director
	/s/ Brant Meleski
Date: November 1, 2018	Brant Meleski
Date: May 2, 2019	Brant Meleski
	Senior Vice President and Chief Financial Officer

3436

Filing Compare · InfraREIT, Inc.