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UNITED STATES
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) - JANUARY 12, 2005
TXU CORP.
(Exact name of registrant as specified in its charter)
TEXAS 1-12833 75-2669310
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
TXU US HOLDINGS COMPANY
(Exact name of registrant as specified in its charter)
TEXAS 1-11668 75-1837355
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
TXU ENERGY COMPANY LLC
(Exact name of registrant as specified in its charter)
DELAWARE 333-108876 75-2967817
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201-3411
(Address of principal executive offices, including zip code)
TXU ELECTRIC DELIVERY COMPANY
(Exact name of registrant as specified in its charter)
TEXAS 333-100240 75-2967830
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
500 N. AKARD STREET, DALLAS, TEXAS 75201
(Address of principal executive offices, including zip code)
214-812-4600
(Registrants' telephone number, including Area Code)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrants under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
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Between December 31, 2004 and January 12, 2005, TXU Energy Company LLC ("TXU
Energy") borrowed (i) $300,000,000 (on a net basis) pursuant to its
$2,500,000,000 Revolving Credit Agreement dated as of June 24, 2004, by and
among TXU Energy, TXU Electric Delivery Company, JPMorgan Chase Bank as
Administrative Agent and the other parties named therein (the "Energy/Electric
Delivery Credit Agreement") and (ii) $45,000,000 pursuant to its $500,000,000
Credit Agreement, dated November 4, 2004, by and among TXU Energy and Wachovia
Bank, National Association (the "Energy Credit Agreement"). TXU Energy used the
proceeds from the borrowings for working capital and general corporate purposes.
For a summary of other material terms (including payment and acceleration
provisions) of the Energy/Electric Delivery Credit Agreement and the Energy
Credit Agreement, see TXU Energy's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2004, to which the Energy Credit Agreement is filed as an
exhibit, and TXU Energy's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2004, to which the Energy/Electric Delivery Credit Agreement is filed
as an exhibit.
As of January 12, 2005, the outstanding borrowings of the registrants under the
terms of the following credit facilities are as follows (in millions of
dollars):
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LETTERS
EXPIRATION AUTHORIZED FACILITY OF CASH
FACILITY DATE BORROWERS LIMIT CREDIT BORROWINGS AVAILABILITY
-------- ---- --------- ----- ------ ---------- ------------
Energy, Electric
364-day Credit Facility June 2005 Delivery 600 75 30 495
Energy, Electric
Three-Year Revolving Credit Delivery 1,400 54 270 1,076
Facility June 2007 Energy,
Five-Year Revolving Credit Energy, Electric
Facility June 2009 Delivery 500 -- -- 500
Five-Year Revolving Credit
Facility December 2009 Energy 500 455 45 --
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Total $3,000 $ 584 $345 $2,071
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As of January 12, 2005, the registrants had aggregate cash, cash equivalents and
available credit facility capacity of $2.22 billion.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the following registrants has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
TXU CORP.
By: /s/ Stanley J. Szlauderbach
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Name: Stanley J. Szlauderbach
Title: Assistant Controller and Interim Controller
TXU US HOLDINGS COMPANY
By: /s/ Stanley J. Szlauderbach
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Name: Stanley J. Szlauderbach
Title: Assistant Controller and Interim Controller
TXU ENERGY COMPANY LLC
By: /s/ Stanley J. Szlauderbach
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Name: Stanley J. Szlauderbach
Title: Assistant Controller and Interim Controller
TXU ELECTRIC DELIVERY COMPANY
By: /s/ Stanley J. Szlauderbach
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Name: Stanley J. Szlauderbach
Title: Assistant Controller and Interim Controller
Dated: January 18, 2005