-----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, J9HBfeXJ5rHZAcdhwTo3uM03LvimyJL+a3rvinw66d/3iVUip/MS1ygCyEDmTHb/ IUVox1JzjkqjwOvkE9OsKg== 0001023291-03-000032.txt : 20030630 0001023291-03-000032.hdr.sgml : 20030630 20030630153833 ACCESSION NUMBER: 0001023291-03-000032 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030630 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: 1031 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12833 FILM NUMBER: 03764269 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 dicp.txt DEFERRED INCENTIVE COMPENSATION PLAN ========================================================================== UNITED STATES 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 MARCH 31, 2003 -- OR -- ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- TXU DEFERRED AND INCENTIVE COMPENSATION PLAN Commission File Number 1-12833 TXU Corp. ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201-3411 (214) 812-4600 (Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office) =========================================================================
TABLE OF CONTENTS Page ---- FINANCIAL INFORMATION The following financial statements are furnished for the Plan: Statements of Financial Condition at March 31, 2003 and June 30, 2002....................... 1 Statements of Operations and Changes in Plan Equity for the periods ended March 31, 2003, June 30, 2002 and 2001.................................... 2 Notes to Financial Statements............................................................... 3 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......................................................................... 7 PLAN ADMINISTRATOR'S SIGNATURE....................................................................... 8 EXHIBITS The following exhibits are filed herewith: Exhibit 23 Independent Auditors' Consent Exhibit 99(a) Section 906 Certificate of Secretary & Assistant Treasurer, Plan Administrator, Organization and Compensation Committee Exhibit 99(b) Section 906 Certificate of Assistant Secretary * Pursuant to Item 601 (b) (32) (ii) of Regulation S-K, this certificate is not being "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
(i) TXU DEFERRED AND INCENTIVE COMPENSATION PLAN STATEMENTS OF FINANCIAL CONDITION
March 31, June 30, 2003 2002 ---------- -------- Investment in securities of participating employer-- Common stock of TXU Corp., at fair value as determined by quoted market prices (historical cost: 2003-- $32,465,632; 2002-- $39,193,332) (Note 3).................. $ 14,620,637 $ 51,013,693 Dividends receivable.................................................................... 103,959 593,758 Interest receivable..................................................................... 84 103 Cash and cash equivalents............................................................... 77,383 74,102 ------------ ------------ Total assets and Plan equity............................................. $ 14,802,063 $ 51,681,656 ============ ============
See Notes to Financial Statements. 1 TXU DEFERRED AND INCENTIVE COMPENSATION PLAN STATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY
For the Period From For the Plan Years July 1, 2002 to Ended June 30, March 31, 2003 2002 2001 -------------- ---------- -------- Additions (deductions): Net investment income: Dividends on common stock of TXU Corp.................................. $ 698,650 $ 2,161,341 $ 1,922,050 Interest .............................................................. 3,080 21,748 20,287 ------------ ------------ ------------ Net investment income............................................ 701,730 2,183,089 1,942,337 Gain (loss) realized on sale of investments.............................. 1,254,869 257,890 (9,257) Change in unrealized appreciation (depreciation) of investments (Note 3). (29,665,356) 2,296,652 14,677,656 Contributions and deposits (Note 4): Participating employees' salary deferrals.............................. 156,267 4,633,730 1,936,800 Employer matching and incentive awards................................. 234,401 10,693,045 6,025,200 ------------ ------------ ------------ Total contributions and deposits................................. 390,668 15,326,775 7,962,000 ------------ ------------ ------------ Total additions (deductions).................................. (27,318,089) 20,064,406 24,572,736 ------------ ------------ ------------ Distributions and reversions: Distributions to participants (Note 5)................................... 9,277,468 7,338,013 4,980,514 Fees to Plan sponsor..................................................... 10 3,288 7,674 Reversions .............................................................. 284,026 840,211 383,913 ------------ ------------ ------------ Total distributions and reversions............................... 9,561,504 8,181,512 5,372,101 ------------ ------------ ------------ Net additions (deductions).................................................. (36,879,593) 11,882,894 19,200,635 Plan equity, beginning of period............................................ 51,681,656 39,798,762 20,598,127 ------------ ------------ ------------ Plan equity, end of period ................................................. $ 14,802,063 $ 51,681,656 $ 39,798,762 ============ ============ ============
See Notes to Financial Statements. 2 TXU DEFERRED AND INCENTIVE COMPENSATION PLAN NOTES TO FINANCIAL STATEMENTS 1. Plan Description-- The TXU Deferred and Incentive Compensation Plan (Plan) allows elected officers of TXU Corp. (TXU or the Company) or a participating subsidiary of the Company (Employer-Companies) with the title of Vice President or above to defer a percentage of their base salary not to exceed a maximum percentage determined by the Organization and Compensation Committee of the Board of Directors of the Company (the Committee) for each Plan year and, in any event, not to exceed 15% of the participant's base salary. The Employer-Companies make matching awards equal to 150% of the deferred compensation. In addition, for Plan years beginning on or before July 1, 2001, 50% of any awards made to participants under the TXU Annual Incentive Plan were automatically deferred under the Plan as incentive awards. Effective April 1, 2002, the Plan year was changed to the twelve-month period beginning April 1 and ending March 31 of the following year. Previously, the Plan year was the twelve-month period beginning July 1 and ending June 30 of the following year. A special transition rule applied to the Plan year beginning July 1, 2001, which is reported herein, whereby it continued for the full twelve-month period ended June 30, 2002 (2002 Plan year), running concurrently with the Plan year beginning April 1, 2002 and ending March 31, 2003 (2003 Plan year) for the overlapping period. Therefore, the period ended March 31, 2003, included in this report, contains activity for the nine-month period from July 1, 2002 to March 31, 2003. Participants were given the opportunity on April 1, 2002 to participate in the 2003 Plan year beginning April 1, 2002 and ending March 31, 2003, running concurrently for the three-month overlapping period with the 2002 Plan year, or defer participation in the 2003 Plan year until July 1, 2002. A participant's benefits under the Plan are provided through an irrevocable grantor trust, the assets of which are subject to the claims of the Company's general creditors. A participant's Employer-Company provides the trust with funds equal to the amount credited to the participant's account, and the trustee invests such funds in shares of common stock of the Company (Common Stock). The trustee uses any cash dividends received on Common Stock held in the trust to buy additional shares of Common Stock. A participant's deferred compensation, matching award and incentive award amounts are credited to the participant's account under the Plan and are converted into performance units on the basis of the number of shares of Common Stock that can be purchased with such amounts as of the applicable date. Additional performance units are credited to a participant's account, determined by multiplying the number of performance units in the participant's account by the amount of any regular or special cash dividend declared on each share of Common Stock and dividing the product by the amount paid by the trust for a share of such Common Stock with the dividend amounts received by the trust. On the expiration of the applicable maturity period (three years for incentive awards and five years for deferrals and matching awards, beginning on the first day of the Plan year in which the contributions are made) the value of the participant's account is paid to the participant in cash. In no event will a participant's account be deemed to have a cash value less than the sum of the participant's maturing salary deferrals and 6% per annum interest on such amounts. To the extent that the amounts maturing under the Plan combined with the participant's other remuneration for such year exceed $1,000,000, the maturity period shall be extended. In the event a participant's employment is terminated because of death or permanent and total disability, all amounts in the participant's account shall mature immediately, provided that, if such termination occurs prior to the end of a Plan year, the deferred amount and Company match for the year of such termination will be recomputed as of the termination date. In the event a participant's employment is terminated by retirement, the participant will receive a distribution of his account at the end of the applicable maturity period. If the participant terminates employment by retirement prior to the end of a Plan year, the deferred amount and company match for the year of retirement will be recomputed unless the participant has previously elected to accelerate the balance of salary deferrals. In the event a participant's employment is terminated because of reasons other than death, permanent and total disability or retirement, all rights to amounts for maturity periods not yet completed 3 shall be forfeited and revert to the Company (as Plan sponsor), except for participant deferrals and 6% per annum interest on those amounts. In the event of such a change in control of the Company: (i) forfeiture provisions and the provisions relating to recomputation upon termination during the Plan year are eliminated; (ii) amounts maturing within twelve months are to be paid within thirty days of the change in control; and (iii) amounts maturing more than twelve 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 such amounts would otherwise mature. The number of participants (current and former employees) at March 31, 2003 and June 30, 2002 was 76 and 81, respectively. 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. 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 liquidation of investments, are paid by the Employer-Companies. 3. Plan Investments -- The historical cost, fair value and unrealized appreciation (depreciation) of investments as of March 31, 2003, and June 30, 2002 and 2001 were as follows:
Per Share Number of Historical Fair Appreciation Value Shares Cost Value (Depreciation) -------- ------ ---------- ----- -------------- Common stock of TXU Corp. March 31, 2003....................... $ 17.85 819,083(a) $32,465,632 $14,620,637 $(17,844,995) June 30, 2002........................ 51.55 989,596(b) 39,193,332 51,013,693 11,820,361 June 30, 2001........................ 48.19 814,652(c) 29,734,367 39,258,076 9,523,709
------------------------------ (a)Represented 0.2543% of the outstanding shares of common stock of TXU Corp.(322,155,194 at March 31, 2003). (b)Represented 0.3557% of the outstanding shares of common stock of TXU Corp.(278,238,854 at June 30, 2002). (c)Represented 0.3165% of the outstanding shares of common stock of TXU Corp.(257,384,322 at June 30, 2001). The investment in Common Stock 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 was changed from average cost to first-in first-out during the 2003 Plan year. The effect of the change was not material. The Plan's investment in 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 4. Plan Contributions -- Contributions by participating employees' salary deferrals and employer matching and incentive awards for the periods ended March 31, 2003, June 30, 2002 and 2001 were as follows:
Participating Contributions Employees' by Employer- Total Employer-Companies Salary Deferrals Companies Contributions ------------------ ---------------- ------------- ------------- 2003: TXU US Holdings Company...................... $ 53,209 $ 79,813 $ 133,022 TXU Business Services and others............. 103,058 154,588 257,646 ----------- ----------- ----------- Total...................................... $ 156,267 $ 234,401 $ 390,668 =========== =========== =========== 2002: TXU Corp..................................... $ 491,250 $ 1,374,375 $ 1,865,625 TXU US Holdings Company...................... 1,739,968 3,512,452 5,252,420 TXU Business Services and others............. 2,402,512 5,806,218 8,208,730 ----------- ----------- ----------- Total...................................... $ 4,633,730 $10,693,045 $15,326,775 =========== =========== =========== 2001: TXU Corp..................................... $ 240,000 $ 902,500 $ 1,142,500 TXU US Holdings Company...................... 567,000 1,665,000 2,232,000 TXU Business Services and others............. 1,129,800 3,457,700 4,587,500 ----------- ----------- ----------- Total...................................... $ 1,936,800 $ 6,025,200 $ 7,962,000 =========== =========== ===========
Incentive awards included in contributions by Employer-Companies were $3,742,450 and $3,120,000 for the Plan years ended June 30, 2002 and 2001, respectively. No incentive awards were included in contributions by Employer-Companies for the period ended March 31, 2003. Total contributions of $15,326,775 for the Plan year ended June 30, 2002 included $5,985,013 ($2,394,005 in participating employees' salary deferrals and $3,591,008 in contributions by Employer-Companies) for the Plan year beginning April 1, 2002. (See Note 1 for discussion of change in the Plan years and special transition rule for the Plan year ended June 30, 2002.) 5. Plan Distributions -- Amounts contributed to the Plan (including earnings thereon) during the July 1 through June 30 Plan years mature on June 30 of the applicable maturity period. Amounts contributed to the Plan (including earnings thereon) during the April 1 through March 31 Plan years mature on March 31 of the applicable maturity period. During the period ended March 31, 2003, six participants terminated from the Plan. Distributions were made to terminated participants in the aggregate amount of $302,127. Terminations from the Plan during the period ended March 31, 2003 resulted in net reversions of $284,026. During the year ended June 30, 2002, two participants terminated from the Plan. Distributions were made to the terminated participants in the aggregate amount of $250,627. Maturing in June 2002 were employee salary deferrals and matching awards for the Plan year ended June 30, 1998 and the incentive awards made for the Plan year ended June 30, 2000. In July 2002, the trustee distributed $8,975,341 of matured deferrals and awards, representing the net proceeds obtained upon sale of the associated assets (Common Stock). Terminations from the Plan during the year ended June 30, 2002 resulted in net reversions of $840,211. Maturing in June 2001 were employee salary deferrals and matching awards for the Plan year ended June 30, 1997 and the incentive awards made for the Plan year ended June 30, 1999. In July 2001, the trustee distributed $7,087,386 of matured deferrals and awards, representing the net proceeds obtained upon sale of the associated assets (Common Stock). Terminations from the Plan during the year ended June 30, 2001 resulted in net reversions of $383,913. 5 6. Federal Income Taxes -- The Company intends and 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 as currently in effect: (a) A participant's elective deferrals under the Plan, matching awards, incentive 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 included 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. 7. Plan 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 Plan termination, all amounts credited to a participant's account shall be deemed to have matured, as described in the Plan document. 6 INDEPENDENT AUDITORS' REPORT Organization and Compensation Committee, TXU Deferred and Incentive Compensation Plan: We have audited the statements of financial condition of the TXU Deferred and Incentive Compensation Plan (the "Plan") as of March 31, 2003 and June 30, 2002, and the related statements of operations and changes in plan equity for the nine-month period ended March 31, 2003, and the years ended June 30, 2002 and 2001. 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 March 31, 2003 and June 30, 2002, and the results of its operations and changes in plan equity for the nine-month period ended March 31, 2003, and the years ended June 30, 2002 and 2001, in conformity with accounting principles generally accepted in the United States of America. /s/ DELOITTE & TOUCHE LLP Dallas, Texas June 30, 2003 7 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Organization and Compensation Committee of the Board of Directors of TXU Corp. has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. TXU DEFERRED AND INCENTIVE COMPENSATION PLAN By /s/ Peter B. Tinkham ------------------------------------------------------ Plan Administrator Organization and Compensation Committee June 30, 2003 8 EX-23 3 exhibit23.txt EXHIBIT 23 Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-32841 of TXU Corp. on Form S-8 of our report dated June 30, 2003, appearing in this Annual Report on Form 11-K of the TXU Deferred and Incentive Compensation Plan for the period ended March 31, 2003. /s/ DELOITTE & TOUCHE LLP Dallas, Texas June 30, 2003 EX-99 4 exhibit99a.txt EXHIBIT 99A Exhibit 99(a) TXU CORP. Certificate Pursuant to Section 906 of Sarbanes - Oxley Act of 2002 CERTIFICATION OF SECRETARY & ASSISTANT TREASURER AND PLAN ADMINISTRATOR The undersigned, Peter B. Tinkham, Secretary & Assistant Treasurer of TXU Corp., and Plan Administrator of the TXU Deferred and Incentive Compensation Plan (the "Plan"), DOES HEREBY CERTIFY that: 1. The Annual Report on Form 11-K for the year ended March 31, 2003 (the "Report") of the Plan fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Plan. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed this 30th day of June, 2003. /s/ Peter B. Tinkham ------------------------------------- Name: Peter B. Tinkham Title: Secretary & Assistant Treasurer Plan Administrator, Organization and Compensation Committee A signed original of this written statement required by Section 906 has been provided to TXU Corp. and will be retained by TXU Corp. and furnished to the Securities and Exchange Commission or its staff upon request. EX-99 5 exhibit99b.txt EXHIBIT 99B Exhibit 99(b) TXU CORP. Certificate Pursuant to Section 906 of Sarbanes - Oxley Act of 2002 CERTIFICATION OF ASSISTANT SECRETARY The undersigned, Diane J. Kubin, Assistant Secretary of TXU Corp., DOES HEREBY CERTIFY that: 1. The Annual Report on Form 11-K for the year ended March 31, 2003 (the "Report") of the TXU Deferred and Incentive Compensation Plan (the "Plan") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Plan. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed this 30th day of June, 2003. /s/ Diane J. Kubin --------------------------- Name: Diane J. Kubin Title: Assistant Secretary A signed original of this written statement required by Section 906 has been provided to TXU Corp. and will be retained by TXU Corp. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----