-----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, IfbIbqjJTEMxm+yfIwHZfG1T7SkQuO30RfL+N2vg5VTI6rxGkSstNMiSrmNdDBGY /svi+GhToU8E+Ui2DcUIIA== 0000950120-02-000515.txt : 20020927 0000950120-02-000515.hdr.sgml : 20020927 20020927133032 ACCESSION NUMBER: 0000950120-02-000515 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020927 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: 1934 Act SEC FILE NUMBER: 001-12833 FILM NUMBER: 02774317 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: TUC HOLDING CO DATE OF NAME CHANGE: 19960919 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS UTILITIES CO /TX/ DATE OF NAME CHANGE: 19970805 11-K 1 txu11k_outsider.txt ANNUAL REPORT ================================================================================ 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 JUNE 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TXU DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS Commission File No. 1-12833 TXU CORP. Energy Plaza, 1601 Bryan, Dallas, Texas 75201-3411 (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 Financial Condition at June 30, 2002 and 2001......... 3 Statements of Operations and Changes in Plan Equity for the years ended June 30, 2002, 2001 and 2000.......................... 4 Notes to Financial Statements....................................... 5 Schedules I, II and III have been omitted because the required information is shown in the financial statements or notes, or the information is not applicable to this Plan. INDEPENDENT AUDITORS' REPORT.............................................. 8 PLAN ADMINISTRATOR'S SIGNATURE............................................ 9 EXHIBIT The following exhibit is filed herewith: Independent Auditors' Consent....................................... 10 2 TXU DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS STATEMENTS OF FINANCIAL CONDITION
June 30, ------------------------- 2002 2001 ---- ---- ASSETS AND PLAN EQUITY Investment in Securities of Participating Employer -- Common stock of TXU Corp., At fair value as determined by quoted market prices (Historical cost: 2002 -- $1,947,199; 2001 -- $1,797,064) (Note 3).......................... $2,633,160 $2,313,047 Dividends receivable.................................... 30,648 28,799 Interest receivable..................................... 6 14 Cash and cash equivalents............................... 4,681 3,858 ---------- ---------- Total Assets and Plan Equity....................... $2,668,495 $2,345,718 ========== ==========
See Notes to Financial Statements. 3 TXU DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS STATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY
For the Year Ended June 30, ----------------------------------------- 2002 2001 2000 ---- ---- ---- Additions (deductions): Net investment income: Dividends on common stock of TXU Corp................ $ 120,428 $ 113,790 $ 92,257 Interest............................................. 1,158 1,337 881 ---------- ---------- ---------- Net investment income........................... 121,586 115,127 93,138 ---------- ---------- ---------- Appreciation (depreciation) of investments (Note 3).... 169,611 867,153 (462,099) ---------- ---------- ---------- Contributions and deposits (Note 4): Participating directors' compensation deferrals...... 243,000 243,000 202,500 Company matching..................................... 243,000 243,000 202,500 ---------- ---------- ---------- Total contributions and deposits................ 486,000 486,000 405,000 ---------- ---------- ---------- Total additions.............................. 777,197 1,468,280 36,039 ---------- ---------- ---------- Distributions and reversions: Distributions to participants........................ 454,420 300,198 173,584 Fees to plan sponsor................................. - 10 - Reversions........................................... - 25,539 - ---------- ---------- ---------- Total distributions and reversions........... 454,420 325,747 173,584 ---------- ---------- ---------- Net additions (deductions)...................... 322,777 1,142,533 (137,545) Plan Equity, Beginning of Year........................... 2,345,718 1,203,185 1,340,730 ---------- ---------- ---------- Plan Equity, End of Year................................. $2,668,495 $2,345,718 $1,203,185 ========== ========== ==========
See Notes to Financial Statements. 4 TXU DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS NOTES TO FINANCIAL STATEMENTS 1. Plan Description -- The TXU Deferred Compensation Plan for Outside Directors (Plan) was approved and authorized by the Board of Directors of the Company on May 19, 1995, effective July 1, 1995. Members of the Board of Directors of the Company who are not current or former officers or employees of the Company or any of its subsidiaries (Outside Directors) are eligible to participate in the Plan. The Plan allows Outside Directors to defer a percentage of their compensation, which is defined as the annual Board retainer. The Company makes a matching award equal to 100% of such deferred compensation. Amounts credited to a participant's account are invested in shares of common stock of the Company. The maturity period applicable to contributions made for a Plan year is elected by each participant, and may not be fewer than 3 years or more than 10 years. The maturity period begins on the first day of the Plan year in which the contributions for such plan year are made. On the expiration of the applicable maturity period, the value of the participant's account is paid to the participant in cash. In the event a participant's service is terminated because of death or disability, all amounts in the participant's account shall mature upon such termination. If the participant terminates service prior to the end of a Plan Year, the deferred amount, the Company match and the dividend equivalent credits will result in a reversion of the account balance as of the termination date. The forfeited amount shall revert to the Company (as Plan Sponsor). In the event a participant's termination results for reasons other than death or disability all amounts credited to an account, except as provided in the event of a participant's termination prior to the end of a Plan Year, shall mature at the end of the applicable maturity period. The Plan was amended and restated August 17, 2001 to provide that, in the event of a change-in-control of the company: (a) forfeiture provisions are eliminated; (b) amounts maturing within 12 months are to be paid within 30 days of the change in control; and (c) amounts maturing more than 12 months from the change-in-control may, at the election of the participant, be paid on the first anniversary of the change-in-control or when they would otherwise mature. The Plan was further amended and restated July 1, 2002 to provide for the Company matching award for Plan years beginning on or after that date to be equal to 150% of a participant's deferred compensation. The number of participants at June 30, 2002 was 8 and at June 30, 2001 was 7. 2. Summary of Significant Accounting Policies: Basis of Accounting -- The financial statements of the Plan are prepared under the accrual method of accounting. Distributions to Participants -- Distributions to participants are recorded when paid. Expenses -- All costs and expenses of the Plan and its administration, except expenses incurred in the acquisition or disposition of investments, are paid by the Company (Plan Sponsor). 3. Plan Investments -- The cost, fair value and appreciation (depreciation) of investments at and for the years ended June 30, 2002, 2001 and 2000 follow:
Per Share Number of Historical Fair Appreciation Value Shares Cost Value (Depreciation) --------- --------- ---------- ---------- -------------- Common Stock of TXU Corp. - June 30, 2002..... $51.55 51,080(a) $1,947,199 $2,633,160 $169,611 Common Stock of TXU Corp. - June 30, 2001..... 48.19 47,999(b) 1,797,064 2,313,047 867,153 Common Stock of TXU Corp. - June 30, 2000..... 29.50 39,904(c) 1,524,430 1,177,136 (462,099) ---------- (a) Represents 0.0184% of the outstanding shares of common stock of TXU Corp. (278,238,854 at June 30, 2002). (b) Represents 0.0186% of the outstanding shares of common stock of TXU Corp. (257,384,322 at June 30, 2001). (c) Represents 0.0151% of the outstanding shares of common stock of TXU Corp. (264,078,369 at June 30, 2000).
5 TXU DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS NOTES TO FINANCIAL STATEMENTS The investment in the Company's common stock (stated in terms of performance units for each participant) is stated at fair value based upon the last reported sale price on recognized exchanges on the last business day of the Plan Year. The cost basis of plan investments is determined on an average cost basis. The Plan's investment in TXU common stock is subject to various risks, such as interest rate, credit and overall market volatility. Therefore, it is reasonably possible that changes in the value of the common stock will occur in the near term and that such changes could materially affect the amounts reported in the statement of financial condition. 4. Plan Contributions -- Contributions by the Company and participants' compensation deferrals for the Plan years ended June 30, 2002, 2001 and 2000 follow:
Participating Directors' Compensation Contributions Total Deferrals By Company Contributions --------- ---------- ------------- June 30, 2002................ $243,000 $243,000 $486,000 June 30, 2001................ 243,000 243,000 486,000 June 30, 2000................ 202,500 202,500 405,000
5. Distributions Payable -- For amounts maturing on June 30, 2002, distributions were made on July 15, 2002 for Director deferrals and matching awards in the amount of $498,780, attributable to Plan Years ended June 30, 1997, 1999 and 2000. For amounts maturing on June 30, 2001, distributions were made on July 20, 2001 for Director deferrals and matching awards in the amount of $454,420 for the Plan Years ended June 30, 1998, and 1999. Termination from service, prior to the end of the Plan Year, resulted in net reversions for the Plan in the amount of $25,539. For amounts maturing on June 30, 2000, distributions were made on July 20, 2000 for Director deferrals and matching awards in the amount of $300,198, attributable to the Plan Years ended June 30, 1996, 1997 and 1998. 6. Federal Income Taxes -- It is intended, and the Company has been advised, that: the Plan does not meet the requirements of a tax-qualified plan under Section 401(a) of the Internal Revenue Code (Code); the Trust established thereunder is not exempt from federal income taxes under Section 501(a) of the Code; and the Company will be provided a corresponding federal income tax deduction for the amount of income recognized by the participant by reason of distributions under the Plan. Based on the Code and regulations promulgated thereunder: (a) A participant's elective deferrals under the Plan, matching awards, and any dividends, interest or other income thereon will not be subject to federal income tax until the year such amounts are paid or otherwise made available to the participant. (b) Elective deferrals under the Plan are not deductible by the participant on his or her federal income tax return, since elective deferrals are not includable in the participant's income until paid or otherwise made available to the participant. (c) Amounts distributed under the Plan will be taxable as ordinary income to the participant in the year of such distribution. 6 TXU DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS NOTES TO FINANCIAL STATEMENTS 7. Amendment or Termination -- The Company's Board of Directors may amend, terminate, or suspend the Plan at any time. An amendment or modification of the Plan may affect active participants as well as future participants, but no amendment or modification of the Plan for any reason may diminish any participant's account as of the effective date thereof. Upon termination of the Plan, the deferred amount, matching award, and dividend equivalent credits will be recomputed as of the date of termination. 7 INDEPENDENT AUDITORS' REPORT Organization and Compensation Committee, TXU Deferred Compensation Plan for Outside Directors: We have audited the statements of financial condition of the TXU Deferred Compensation Plan for Outside Directors (The "Plan") as of June 30, 2002 and 2001 and the related statements of operations and changes in plan equity for each of the three years in the period ended June 30, 2002. 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 financial condition of the Plan at June 30, 2002 and 2001, and the results of its operations and changes in plan equity for each of the three years in the period ended June 30, 2002, in conformity with accounting principles generally accepted in the United States of America. /s/ DELOITTE & TOUCHE LLP Dallas, Texas September 6, 2002 8 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Organization and Compensation Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. TXU DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS By /s/ Peter B. Tinkham --------------------------------------- Plan Administrator Organization and Compensation Committee September 26, 2002 9 EX-23 3 ex23_1.txt INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT TXU Corp.: We consent to the incorporation by reference in Registration Statement No. 333-32833 on Form S-8 of our report dated September 6, 2002, appearing in this Annual Report on Form 11-K of the TXU Deferred Compensation Plan for Outside Directors for the year ended June 30, 2002. /s/ DELOITTE & TOUCHE LLP Dallas, Texas September 26, 2002 -----END PRIVACY-ENHANCED MESSAGE-----