-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Po2j3nuP77+QOqS/f2jNl97C1Z9XMrDllyZtZFTcXI0YuSSrCVvufYYUres1dAjw 85SzUoJ2zu2Jlq6xgM7f2Q== 0000950120-01-500099.txt : 20010702 0000950120-01-500099.hdr.sgml : 20010702 ACCESSION NUMBER: 0000950120-01-500099 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TXU CORP /TX/ CENTRAL INDEX KEY: 0001023291 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 752669310 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-12833 FILM NUMBER: 1672251 BUSINESS ADDRESS: STREET 1: ENERGY PLAZA STREET 2: 1601 BRYAN ST CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148125210 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET STREET 2: SUITE 36056 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS UTILITIES CO /TX/ DATE OF NAME CHANGE: 19970805 FORMER COMPANY: FORMER CONFORMED NAME: TUC HOLDING CO DATE OF NAME CHANGE: 19960919 11-K 1 txuthriftplan.txt FORM 11-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TXU THRIFT PLAN (Formerly the Employees' Thrift Plan of the Texas Utilities Company System) Commission File No. 1-12833 ------------------------------ TXU CORP. Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201 (Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office) ================================================================================ TABLE OF CONTENTS PAGE ---- FINANCIAL STATEMENTS The following statements are furnished for the Plan: Statements of Net Assets Available for Benefits, December 31, 2000 and December 31, 1999.............................. 3 Statements of Changes in Net Assets Available for Benefits, For the Years Ended December 31, 2000 and December 31, 1999.......... 4 Notes to Financial Statements.......................................... 5 Supplemental Schedules: Form 5500, Schedule H, Part IV, Line 4I Schedule of Assets (Held at End of Year), December 31, 2000................................................ 11 Form 5500, Schedule H, Part IV, Line 4j Schedule of Reportable Transactions for the Year Ended December 31, 2000............................. 14 INDEPENDENT AUDITORS' REPORT............................................... 15 SIGNATURE ................................................................ 16 EXHIBITS The following exhibit is filed herewith: Exhibit 23 Independent Auditors' Consent 2 TXU THRIFT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, ----------------------------- 2000 1999 ---- ---- ASSETS Investments-- at fair value..................... $ 957,707,874 $828,657,186 Cash ........................................... 1,026,517 135,240 Contributions receivable from employer-corporations......................... 3,588,779 4,393,650 Dividends receivable............................ 11,596,592 10,995,263 Interest receivable............................. 2,280 4,399 Investment in participant loans receivable...... 26,509,915 24,232,105 -------------- ------------ Total assets.................................. 1,000,431,957 868,417,843 LIABILITIES Note payable.................................... 247,182,000 248,941,000 Accrued interest payable........................ 5,596,554 5,630,277 -------------- ------------ Total liabilities............................. 252,778,554 254,571,277 NET ASSETS AVAILABLE FOR BENEFITS................. $ 747,653,403 $613,846,566 ============== ============ See Notes to Financial Statements. 3 TXU THRIFT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, -------------------------- 2000 1999 ---- ---- ADDITIONS Income: Dividends..................................... $ 54,082,365 $ 50,066,466 Interest...................................... 6,061,834 6,241,038 ------------ ------------ Total income................................ 60,144,199 56,307,504 Contributions: Participating employees' savings.............. 41,741,455 41,388,421 Employer-corporations......................... 19,903,046 17,887,755 ------------ ------------ Total contributions......................... 61,644,501 59,276,176 Net appreciation (depreciation) in fair value of investments................................... 79,186,754 (109,042,397) ------------ ------------ Total additions............................. 200,975,454 6,541,283 ------------ ------------ DEDUCTIONS Distributions to withdrawing participants....... 42,362,839 73,545,779 Interest expense and other fees................. 24,805,778 25,443,875 ------------ ------------ Total deductions............................ 67,168,617 98,989,654 ------------ ------------ Net increase (decrease)..................... 133,806,837 (92,448,371) ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS Beginning of year............................... 613,846,566 706,294,937 ------------ ------------ End of year..................................... $747,653,403 $613,846,566 ============ ============ See Notes to Financial Statements. 4 TXU THRIFT PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN The following description is provided for general information purposes only. Reference should be made to the Plan document for more complete information. General - In connection with the corporate name change to TXU Corp., the ------- name of the Employees' Thrift Plan of the Texas Utilities Company System was changed to the TXU Thrift Plan. The TXU Thrift Plan (Plan) is a defined contribution plan established in 1968 by TXU Corp. and its subsidiaries (Employer-corporations). The TXU Thrift Plan Committee manages the operation and administration of the Plan. Mellon Bank, N.A. serves as trustee (Trustee) and is custodian of the assets of the Plan. Dreyfus Retirement Services, a subsidiary of the Trustee, serves as record-keeper for the Plan. In 1990, the Plan was amended to establish a leveraged employee stock ownership provision (See Note 3). The Plan was again amended effective as of January 1, 1993. Such amendments to the Plan, among other things, established a pre-tax deferral feature in accordance with Section 401(k) of the Internal Revenue Code of 1986, as amended (Code). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The plan is intended to be a participant directed "individual account plan" under ERISA Section 404(c). As such, the fiduciaries of the Plan are not liable for any losses that are the direct and necessary result of participant investment decisions. Participation in the Plan by employees of the Employer-corporations who meet certain eligibility requirements is entirely voluntary. The Plan includes nine investment options, or funds: o Common Stock of TXU (Common Stock) -- invests exclusively in Common Stock of TXU Corp. (Company); o Interest Income Fund -- invests in fixed-rate contracts with insurance companies and other financial institutions; o Bond Index Fund -- purchases units in the Vanguard Total Bond Market Index Institutional Fund; o Balanced Fund -- purchases units in the Dreyfus Premier Balanced Fund, which consists primarily of investments in equity securities, fixed income securities and money market obligations; o Equity Income Fund -- purchases units in the Fidelity Equity-Income Fund, which consists primarily of income-producing equity securities; o Equity Index Fund -- purchases units in the Vanguard Total Market Institutional Index Fund, which consists primarily of common stocks included in the Standard & Poor's 500 Index; o Equity Growth Fund -- purchases units in the American Express AXP New Dimensions Fund (Class Y), which invests primarily in common stocks of companies showing potential for significant growth, and also invests in foreign securities and futures transactions; o Equity International Fund -- purchases units in the American AAdvantage International Institutional Fund, which invests primarily in equity securities of foreign issuers; o Equity Small Company Fund -- purchases units in the MAS Small Cap Value Institutional Fund, which invests primarily in equity securities issued by companies with market capitalization within the range of the Frank Russell 2000 Index. Eligibility, Participation and Employee Savings - Effective January 1, ----------------------------------------------- 1998, any regular employee of an Employer-corporation, who was not on the TXU Gas Company payroll on December 31, 1997, is eligible to participate in the Plan upon employment. Under the Plan, except as limited by law, a participating employee may invest, through pre-tax salary deferrals (Elective Deferrals) or after-tax payroll deductions (Payroll Deductions) each payroll period, a specified amount ranging from 1% to 6% of regular salary or wages (Basic Employee Savings). Participants electing the maximum Basic Employee Savings investment may also invest, through Elective Deferrals or Payroll Deductions each payroll period, an additional 1% to 10% of regular salary or wages (Supplemental Employee Savings). Employer Matching Contributions - Matching contributions to participant ------------------------------- accounts by the Employer-corporations are made based on the participants' Basic Employee Savings and years of service as follows: Less than 10 years........................................40% 10 years but less than 25 years...........................50% 25 years or more..........................................60% 5 No employer contributions are made with respect to Supplemental Employee Savings. Investment of Funds - All employer matching contributions are invested in ------------------- Common Stock of the Company. Each participant may invest, in 1% increments, in the various nine investment options with respect to the investment of Basic and Supplemental Employee Savings. All assets of the Plan are held by the Trustee for the exclusive benefit of participants and their beneficiaries. Separate account records for each participant are maintained by the Trustee. The Trustee provides a summary of financial performance by investment fund directly to Plan participants. A participant may change selected investment options for Employee Savings at any time by liquidating the investments attributable to Basic and Supplemental Employee Savings and reinvesting such amounts in other investment options as may be permitted under the Plan. A participant who has completed at least ten years of Plan participation and attained age 55 may annually instruct the Trustee to diversify up to 25% of such participant's employer contributions account (reduced by amounts previously so diversified) in the same proportion as the participant may diversify such Basic and Supplemental Employee Savings. At age 60 and thereafter, a participant may annually diversify up to 50% of such employer contributions account (reduced by amounts previously so diversified). Unit Values - Participants do not have beneficial ownership in specific ----------- securities or other assets in the various funds other than Common Stock, but have an interest therein represented by units valued as of the close of each business day. Generally, contributions to and withdrawal payments from each fund are converted to units by dividing the amounts of such transactions by the unit value as last determined, and the appropriate account is charged or credited with the number of units properly attributable to the participant. Voting of Common Stock - Each participant may give the Trustee confidential ---------------------- written instructions with respect to the voting, at any meeting of shareholders, of the Common Stock allocated to the participant's account. Effective January 1, 1993, the unallocated Common Stock held pursuant to the leveraged employee stock ownership component of the Plan may be voted by the Trustee in its discretion unless otherwise directed pursuant to a voting procedure agreement. Withdrawal from the Plan - Withdrawals from the Plan are governed by ------------------------ applicable IRS regulations and provisions of ERISA. Penalties may apply in certain instances. A participant who terminates employment and has an account balance greater than $5,000 may retain the funds in the Plan or withdraw them at any time. Participants that terminate with balances equal to or less than $5,000 are required to receive a distribution after termination. To avoid taxation, the taxable portion of any withdrawal made upon termination may be rolled into an IRA or a qualified retirement plan sponsored by another employer. The IRS has established rules governing distributions from the Plan after the participant has attained 70 1/2 years of age. A participant may withdraw a portion of after-tax Basic and Supplemental Employee Savings without necessitating a total withdrawal from the Plan and may exercise the limited privilege of an after-tax partial withdrawal at any time. Partial withdrawal may be in any amount up to 90% of the participant's Basic and Supplemental Employee Savings, or 90% of market value, whichever is less. In the event of an after-tax partial withdrawal, such amount will be paid to the participant in cash or in shares of Common Stock to the extent such stock is held in the participant's account for after-tax Basic and Supplemental Employee Savings, at the option of the participant. No partial withdrawal may be made of Elective Deferrals, Rollover Contributions, Employer matching contributions, or income from such deferrals or contributions. A participant may repay to the Trustee the amounts of any after-tax partial withdrawal made after January 1, 1976, at any time. An after-tax partial withdrawal by a participant does not terminate participation in the Plan. A participant may complete a total withdrawal from the after-tax account, including a withdrawal of related Company matching contributions, at any time. Distributions from the pre-tax and rollover accounts to active employees under age 59 1/2 are permitted under the Internal Revenue Code Hardship Withdrawal provisions. Participants who complete Hardship Withdrawals may not contribute to the plan for a period of 12 months. Upon termination of employment or attainment of age 59 1/2, a participant may complete a total withdrawal from the plan, to 6 include the values in the after-tax contribution and company match account, pre-tax contribution and related match account and rollover account. Participants are fully vested in all amounts in their accounts (i.e., Elective Deferrals, Payroll Deductions, Employer Matching Contributions, Rollover Contributions and all earnings and dividends thereon). Participants making withdrawals, other than partial withdrawals, may choose from the following optional forms of payment: (a) shares of Common Stock and/or publicly traded Fund units (to the extent permitted by the Fund) credited to a participant's account; (b) single lump sum cash payment; or (c) a combination of (a) and (b). In the event of a total withdrawal made after January 1, 1976, by a participant who was not 100% vested prior to January 1, 1998, the participant may repay to the Plan the amount of such distribution at any time prior to the close of the Plan Year in which the participant has completed five consecutive Break-in-Service years and any amounts previously forfeited will be restored to the participant's account. In addition, participants may, after meeting certain qualifications as defined by the Internal Revenue Service (IRS), withdraw a portion of their 401(k) account balance based on a hardship qualification. Federal Income Taxes - The Company has been advised by the IRS that the -------------------- Plan meets the requirements of Section 401(a) of the Code, as to form; that the Trust established thereunder is exempt from federal income taxes under Section 501(a) of the Code; and that employer contributions paid to the Trust under the Plan are allowable federal income tax deductions to the Employer-corporations subject to the conditions and limitations of Section 404 of the Code. Based on the Code and regulations issued pursuant thereto: (a) Employer contributions under the Plan, and dividends, interest and other income from Trust Assets are not taxable to the participant when received by the Trustee and credited to the participant's account. (b) Basic and Supplemental Employee Savings made by Payroll Deduction are not deductible on the participant's federal income tax return. (c) Basic and Supplemental Employee Savings which are Employee Elective Deferrals reduce a participant's gross compensation as reported on Form W-2 and are not taxable to the participant when received by the Trustee and credited to the participant's account. (d) Partial withdrawal of employee savings which were contributed to the Plan through Payroll Deductions prior to January 1, 1987, represent a return of employee savings and are not taxable to the participant when withdrawn. Partial withdrawals of employee savings which were contributed to the Plan through Payroll Deductions after December 31, 1986, are considered to include, for income tax purposes, an amount of taxable income. (e) A total withdrawal generally results in taxable income to the participant equal to the gross distribution less Basic and Supplemental Employee Savings made by Payroll Deduction. However, if the total withdrawal meets the lump sum distribution requirements of the Code, (i) any net unrealized appreciation in the value of distributable Common Stock from the time of distribution will be tax deferred; (ii) any additional appreciation in the value of Common Stock from the time of distribution to the time of stock sale or disposition will be treated as short-term or long-term capital gain depending on the period the participant holds such stock; and (iii) the taxable amount may be eligible for the special forward averaging provisions of the Code. (f) The taxable amount of a total or partial withdrawal may generally be rolled over to an Individual Retirement Account (IRA) or other qualified plan and payment of taxes may thereby be deferred, subject to automatic income tax withholding of twenty percent (20%) on amounts not distributed in Common Stock. 7 (g) The taxable amount of an account, subject to total and partial withdrawal provisions, can be transferred directly to an IRA or other qualified plan and payment of taxes may thereby be deferred. Participants are encouraged to determine the effect on their federal income tax liability of receiving distributions from the Plan. Amendment, Modification, Suspension and Termination - On February 12, 2001, --------------------------------------------------- the TXU Thrift Plan Committee approved the merger of the TXU ENSAVE Plan into the Plan effective December 31, 2001. In connection with the merger, certain provisions of the plan will be changed. It is the intention of the Company to continue the Plan indefinetely; however, the Company, by action of its Board of Directors, may amend, modify or suspend the Plan at any time, or from time to time, and may terminate the Plan at any time; and any Employer-corporation may withdraw from participation in the Plan at any time upon thirty days notice. In the event of termination of the Plan in whole or in part or termination of participation of any Employer-corporation, each participant in the Plan affected by such termination shall receive a distribution of the entire balance in the participant's account, whether derived from Basic and Supplemental Employee Savings or employer contributions. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting - The financial statements of the Plan are prepared ------------------- under the accrual method of accounting. Use of Estimates - The preparation of financial statements in conformity ---------------- with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for plan benefits. Valuation of Investment Securities - Participant investments in all funds ---------------------------------- except for the Interest Income Fund are accounted for as units and stated at fair value based upon closing sales prices on recognized securities exchanges on the last business day of the fiscal year. The Interest Income Fund's insurance contracts and the financial institution investment contracts are valued at contract value. Contract value represents contributions made by participants, plus interest at the contract rates, less withdrawals or transfers by participants. Fair value is estimated using discounted cash flows. Following is additional information reported in the aggregate for the Interest Income Fund: Contract Value of assets as of December 31, 2000: $58,963,595 Fair Value of assets as of December 31, 2000: $59,332,536 Average Yield of assets on December 31, 2000: 6.51% Return on assets for 12 months ending December 31, 2000: 6.46% The average yield of assets on December 31, 1999 was 6.40%. The return on assets for 12 months ending December 31, 1999 was 6.35%. Expenses - All costs and expenses of the Plan and its administration, -------- except expenses incurred in the generation and administration of participant loans and in the acquisition or disposition of investments, are paid by the Employer-corporations. Reclassification - Certain previously reported amounts have been ---------------- reclassified to conform to current presentations. New Accounting Pronouncements - In June 1998, the Financial Accounting ----------------------------- Standards Board (FASB) issued Statement of Financial Accounting Standards Number 133 (SFAS No. 133) "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities. It requires that the Plan recognize all derivatives as either assets or liabilities in the statement of net assets and measure those instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. In June 8 1999, the FASB issued Statement of Financial Accounting Standards No. 137 (SFAS No. 137) Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133. SFAS No. 137 deferred the effective date of SFAS No. 133 for one year. The Plan had no derivative financial instruments at December 31, 2000, and does not currently engage in hedging activities. The Plan adopted SFAS No. 133 on January 1, 2001, as required. Adoption of SFAS No. 133 did not affect the Plan's statements of net assets or changes in net assets. 3. LEVERAGED EMPLOYEE STOCK OWNERSHIP PROVISION In 1990, the Trustee, on behalf of the Plan, borrowed $250,000,000 in the form of a note payable from an outside lender and purchased 7,142,857 shares of Common Stock of the Company in connection with the leveraged employee stock ownership provision (LESOP) of the Plan. The note was purchased from the lender by the Company later in 1990. The note payable requires repayment of principal over 17 years beginning in 1998. At December 31, 2000 and 1999, the note payable bore interest at a fixed rate of 9.81% following its conversion in January 1992 from a variable rate to a fixed rate. The note payable is collateralized by 4,654,625 unallocated shares held by the Trustee at December 31, 2000. The LESOP shares are held by the Trustee until released and allocated to participants' accounts proportionally based on current debt service payments including interest to total debt service payments. Debt service payments are made by the Plan from dividends received on the unallocated shares and, if necessary, contributions from Employer-corporations. The market value of shares released reduces the cash requirements of the Employer-corporations for their funding obligation under the Plan. During the 2000 Plan year the number of LESOP shares released and allocated to participant accounts was 247,384 and during the 1999 Plan year the number of LESOP shares released and allocated to participant accounts was 239,520. 4. INVESTMENTS Investments representing five percent or more of the plan's net assets are as follows: DECEMBER 31, ----------------------------- 2000 1999 ---- ---- TXU Corp. common stock (2000-- 12,710,249 shares; 1999-- 12,428,714 shares)* $563,222,909 $441,996,142 Equity growth fund 127,697,073 127,547,182 Guaranteed contracts 46,352,255 45,793,638 Equity income fund 81,535,672 82,283,585 Equity index fund 76,153,912 78,500,417 *Nonparticipant-directed During 2000 and 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value by $79,186,754 and $(109,042,397), respectively, as follows: 2000 1999 ---- ---- Common stock of TXU $114,628,771 $(138,727,163) Mutual funds (35,441,612) 29,690,928 Guaranteed contracts (405) (6,162) ----------- ------------- $79,186,754 $(109,042,397) =========== ============= 9 5. NONPARTICIPANT--DIRECTED INVESTMENTS All employer matching contributions are invested in common stock of the Company and considered to be nonparticipant-directed investments. Changes in net assets relating to nonparticipant-directed investments is as follows: DECEMBER 31, --------------------------- 2000 1999 ---- ---- Net assets-- common stock $563,222,909 $441,996,142 YEARS ENDED DECEMBER 31, --------------------------- 2000 1999 ----- ---- Changes in net assets Additions: Contributions $ 28,063,233 $ 26,150,434 Dividends 30,133,561 28,853,809 Interest 84,152 68,249 Net appreciation (depreciation) in fair value 114,628,771 (138,727,163) ------------ ------------- Total additions 172,909,717 (83,654,671) Deductions: Distributions to participants 17,480,189 35,513,953 Interest expense and other fees 24,770,953 24,821,686 ------------ ------------- Total deductions 42,251,142 60,335,639 Transfers for reinvestments-- net (9,157,969) 11,076,663 Other transfers (273,839) (1,099,670) ------------ ------------- (9,431,808) 9,976,993 ------------ ------------- $121,226,767 $(134,013,317) ============ ============= 6. PARTICIPANT LOANS RECEIVABLE The Plan includes a loan feature allowing participants to borrow from their pre-tax employee savings and rollover accounts and repay the loan with after-tax payroll deductions. Participants are eligible to borrow up to 50% of their vested pre-tax and rollover account balances, including Company matching contributions, with the minimum amount of a loan being $1,000 and the maximum being $50,000. Participants may repay the loan back into their account(s) over a period from 1 to 5 years for a general purpose loan, and the shorter of 15 years or their remaining mortgage term for a primary home loan. The rate of interest charged is the Trustee's current prime lending rate plus an additional 2%. During 2000, the interest rate ranged from 10.5% to 11.5%. 7. OTHER ITEMS During 1998, The Internal Revenue Service (IRS) notified the Plan committee that the Plan would be under examination. The Plan years subject to examination are the Plan years ending with or within the tax years ending December 31, 1994, 1995, and 1996. The IRS has not notified the Company of any adverse issues concerning the Plan. 10 TXU THRIFT PLAN - SUPPLEMENTAL INFORMATION FORM 5500, SCHEDULE H, PART IV, LINE 4I SCHEDULE OF ASSETS (HELD AT END OF YEAR), DECEMBER 31, 2000
Description of Investment, Identity of Issue, Including Collateral, Rate of Borrower, Lessor, Interest, Maturity Date, Shares, or Similar Party Units, Par or Maturity Value Cost Current Value(1) - ---------------- ---------------------------- ------ ---------------- COMMON STOCK Common Stock(4) - ------------ TXU(2) 12,710,249 shares $486,115,270 $563,222,909 Money Market Funds - ------------------ Mellon Bank, N.A.(2) Cash management fund - 422,224 units 422,224 ------------ TOTAL COMMON STOCK 563,645,133 ------------ BOND INDEX FUND Vanguard Total Bond Market Index Institutional Fund 1,250,595 units 12,455,931 ------------ INTEREST INCOME FUND Value of Interest in General Accounts - ------------------------------------- Business Men's Assurance Co. of America Contract No. 1207, 6.90%, due 2001 2,593,094 Safeco Life Insurance Company Contract No. LP-1052795, 6.09%, due 2001 1,259,385 New York Life Insurance Company Contract No. GA-30839, 6.19%, due 2005 1,173,605 Jackson National Life Insurance Company Contract No. G-1004-1, 5.81%, due 2001 1,016,693 John Hancock Life Insurance Company Contract No. GAC-8897, 7.01%, due 2003 1,286,009 Protective Life Insurance Company Contract No. GA-1427, 5.96%, due 2002 2,034,553 Life of Virginia Contract No. GS-3154, 6.07%, due 2002 2,582,042 Principle Mutual Life Contract No. 4368431, 5.95%, due 2003 2,231,649 Combined Life Insurance Company of America Contract No. CG-1113, 6.02%, due 2003 2,095,754 Rabobank Nederland Contract No. TXU 089901, 6.67%, due 2003 1,480,750 11 Description of Investment, Identity of Issuer, Including Collateral, Rate of Borrower, Lessor, Interest, Maturity Date, Shares, or Similar Party Units, Par or Maturity Value Current Value(1) - -------------------- ---------------------------- ---------------- Ohio National Life Insurance Company Contract No. GP-5258, 5.81%, due 2002 2,004,957 Travelers Insurance Company Contract No. GR-17065, 5.32%, due 2003 2,527,487 Metropolitan Life Insurance Company Contract No. GAC-24686, 6.88%, due 2001 1,683,006 Transamerica Occidental Insurance Company Contract No. 51492, 6.33%, due 2001 1,259,707 John Hancock Insurance Company Contract No. 15039, 6.99%, due 2005 1,407,766 Security Life Denver Insurance Company Contract No. SA 187, 7.04%, due 2001 1,507,274 ----------- Total Value of Interest in General Accounts 28,143,731 Money Market Funds - ------------------ Mellon Bank, N.A.(2) Cash management fund - 4,248,772 units 4,248,772 ----------- United States Government Obligations - ------------------------------------ FNMA/FHLMC 6,881,818 units 6,881,818 ----------- Other - ----- Monumental Manager Trust Contract No. BDA-00284TR, 6.80%: NTQA Multiple Mortgage - Backed Securities Bond Index Fund 3,937,855 NTQA Multiple Asset-Backed Securities Bond Index Fund 5,906,782 NTQA Multiple Short-Term Government Bond Index Fund 590,678 NTQA Multiple Intermediate Government Bond Index Fund 4,331,640 NTQA Multiple Intermediate Corporate Bond Index Fund 4,922,319 ----------- TOTAL OTHER 19,689,274 ----------- TOTAL INTEREST INCOME FUND 58,963,595 ----------- 12 Description of Investment, Identity of Issuer, Including Collateral, Rate of Borrower, Lessor, Interest, Maturity Date, Shares, or Similar Party Units, Par or Maturity Value Current Value(1) - -------------------- ---------------------------- ---------------- EQUITY INCOME FUND Fidelity Equity Income Fund 1,526,028 units 81,535,672 ------------ EQUITY INDEX FUND Vanguard Total Bond Market Index Institutional Fund 630,831 units 76,153,912 ------------ EQUITY INTERNATIONAL FUND American AAdvantage International Institutional Fund 346,583 units 5,985,491 ------------ EQUITY SMALL COMPANY FUND MAS Small Cap Value Institutional Fund 444,983 units 8,450,223 ------------ BALANCED FUND Dreyfus Premier Balanced Fund 1,565,216 units 22,820,844 ------------ EQUITY GROWTH FUND American Express AXP New Dimensions Y-Class Fund 4,394,256 units 127,697,073 ------------ LOAN FUND Participant Loans Receivable(3) 26,509,915 ------------ TOTAL ALL FUNDS $984,217,789 ============
- --------- (1)Current value for the Interest Income Fund is based on contract value. (2)Party-in-Interest (3)The rate of interest charged is the Trustee's current prime lending rate plus an additional 2%. During 2000, the rate of interest charged ranged from 10.50% to 11.50%. Maturities range from 1 to 5 years for general purpose loans and up to 15 years for a primary home loan. (4)Non Participant-Directed 13 TXU THRIFT PLAN - SUPPLEMENTAL INFORMATION FORM 5500, SCHEDULE H, PART IV, LINE 4J SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2000 Transactions involving an amount in excess of 5% of the fair value of beginning plan assets.
Current Value Of Asset Identity of Description Purchase Selling Expense Incurred Cost of on Transaction Party Involved of Asset Price Price With Transaction Asset Date Net Gain - ------------------ --------------- -------- ------- ---------------- ----- --------------- -------- Exceeding 5% of Plan Assets (in the Aggregate): None Series of Transactions: None
14 INDEPENDENT AUDITORS' REPORT TXU THRIFT PLAN COMMITTEE TXU THRIFT PLAN: We have audited the accompanying statements of net assets available for benefits of the TXU Thrift Plan (the "Plan" - Formerly the Employee's Thrift Plan of the Texas Utilities Company System) as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of (1) assets (held at year end) at December 31, 2000 and (2) reportable transactions for the year ended December 31, 2000 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic 2000 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE LLP Dallas, Texas June 22, 2001 15 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the TXU Thrift Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. TXU THRIFT PLAN By /s/ Robert L. Turpin ------------------------------ Robert L. Turpin, Assistant Secretary TXU Thrift Plan Committee June 29, 2001 16 EX-23 2 ex23ttp.txt EXHIBIT 23 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-59961 of TXU Corp. on Form S-8 of our report dated June 22, 2001, appearing in this Annual Report on Form 11-K of the TXU Thrift Plan (Formerly the Employee's Thrift Plan of the Texas Utilities Company System) for the year ended December 31, 2000. DELOITTE & TOUCHE LLP Dallas, Texas June 29, 2001 -----END PRIVACY-ENHANCED MESSAGE-----