-----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, RgXcop1jJvL8+k3T/GBjPxm8sYoUtiFxIAprjBTxyLlUHHsX6IaEhnk66xkw8iEN JES+RoWsGvAHYdcRH4SOSQ== 0001023291-02-000020.txt : 20021217 0001023291-02-000020.hdr.sgml : 20021217 20021217170241 ACCESSION NUMBER: 0001023291-02-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021212 ITEM INFORMATION: Other events FILED AS OF DATE: 20021217 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12833 FILM NUMBER: 02860545 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TXU GAS CO CENTRAL INDEX KEY: 0000033015 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 750399066 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03183 FILM NUMBER: 02860546 BUSINESS ADDRESS: STREET 1: ENERGY PLAZA STREET 2: 1601 BRYAN STREET 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: LONE STAR GAS CO DATE OF NAME CHANGE: 19751015 FORMER COMPANY: FORMER CONFORMED NAME: ENSERCH CORP DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TXU US HOLDINGS CO CENTRAL INDEX KEY: 0000710182 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 751837355 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11668 FILM NUMBER: 02860547 BUSINESS ADDRESS: STREET 1: ENERGY PLAZA STREET 2: 1601 ENERGY PLAZA CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148125210 MAIL ADDRESS: STREET 1: 1601 ENERGY PLAZA STREET 2: SUITE 36056 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS UTILITIES ELECTRIC CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TXU ELECTRIC CO DATE OF NAME CHANGE: 19990629 8-K 1 formk.txt FORMKSCORPHOLDGAS ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) - December 12, 2002 TXU Corp. (Exact name of registrant as specified in its charter) TEXAS 1-12833 75-2669310 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) TXU US Holdings Company (Exact name of registrant as specified in its charter) TEXAS 1-11668 75-1837355 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) TXU Gas Company (Exact name of registrant as specified in its charter) TEXAS 1-3183 75-0399066 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201-3411 (Address of principal executive offices, including zip code) Registrants' telephone number, including Area Code - 214-812-4600 ================================================================================ All of the information contained in this Form 8-K is being filed by TXU Corp. Certain of the information contained in this Form 8-K relates to TXU US Holdings Company (US Holdings) or TXU Gas Company (TXU Gas), respectively, each a wholly owned subsidiary of TXU Corp., and such information as it relates to each of US Holdings or TXU Gas is being filed separately by each such registrant. Oncor Electric Delivery Company, and TXU Energy Company LLC, each wholly-owned subsidiaries of US Holdings, are referred to herein as "Oncor" and "TXU Energy", respectively. TXU Australia Holdings (Partnership) Limited Partnership, a wholly-owned subsidiary of TXU Corp., is referred to herein as "TXU Australia". ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE Credit Ratings of TXU Corp. and its United States (US) and Australian Subsidiaries -- The Quarterly Reports on Form 10-Q for the quarter ended September 30, 2002 of TXU Corp., TXU US Holdings Company and TXU Gas Company (3rd Quarter 10-Qs) contain disclosure about credit ratings as of the date of those reports. (See Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - "Financial Condition - Liquidity and Capital Resources - Credit Ratings of TXU Corp. and its US and Australian Subsidiaries" in the 3rd Quarter 10-Qs.) On December 13, 2002, Moody's Investors Services, Inc. (Moody's) downgraded the credit ratings of TXU Corp., TXU Gas and Oncor. Moody's maintains a negative outlook for TXU Corp., TXU Gas and TXU Australia, and a stable outlook for US Holdings, TXU Energy and Oncor. On December 12, 2002, Fitch Ratings (Fitch) downgraded the credit ratings of TXU Corp., its US subsidiaries and TXU Australia. Fitch maintains a stable outlook for each such entity. Standard and Poor's (S&P), a division of the McGraw Hill Companies, Inc., maintains a negative outlook for each such entity. The credit ratings for TXU Corp. and its US and Australian subsidiaries as of December 13, 2002, are presented below and reflect the above referenced actions taken by these credit rating agencies. These ratings are investment grade, except for Moody's rating of TXU Corp.'s senior unsecured debt, which is one notch below investment grade.
TXU Corp. US Holdings Oncor TXU Energy TXU Gas TXU Australia ------------- ----------- -------- ---------- ------- ------------- (Senior (Senior (Senior (Senior (Senior Unsecured) Unsecured) (Secured) Unsecured) Unsecured) Unsecured) S&P............ BBB- BBB- BBB BBB BBB BBB Moody's........ Ba1 Baa3 Baa1 Baa2 Baa3 Baa2 Fitch........... BBB- BBB- BBB+ BBB BBB- BBB-
A rating reflects only the view of a rating agency, and it is not a recommendation to buy, sell or hold securities. Any rating can be revised upward or downward or withdrawn at any time by a rating agency if such rating agency decides that circumstances warrant such a change. Each rating should be evaluated independently of any other rating. 2 For a discussion of financing arrangements that contain provisions that are specifically affected by changes in credit ratings, see Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - "Financial Condition - Liquidity and Capital Resources - Financial Covenants, Credit Rating Provisions and Cross Default Provisions - Credit Rating Provisions" in the 3rd Quarter 10-Qs. SIGNATURE 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 hereunto duly authorized. TXU CORP. By /s/ Biggs C. Porter ------------------------------------------ Name: Biggs C. Porter Title: Controller and Principal Accounting Officer Date: December 17, 2002 TXU US HOLDINGS COMPANY By /s/ Biggs C. Porter ------------------------------------------- Name: Biggs C. Porter Title: Vice-President, Principal Accounting Officer Date: December 17, 2002 TXU GAS COMPANY By /s/ Biggs C. Porter ------------------------------- Name: Biggs C. Porter Title: Vice-President, Principal Accounting Officer Date: December 17, 2002 3 -----END PRIVACY-ENHANCED MESSAGE-----