================================================================================
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) - April 22, 2003
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)
Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201-3411
(Address of principal executive offices, including zip code)
Registrant's telephone number, including Area Code - 214-812-4600
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)
Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201-3411
(Address of principal executive offices, including zip code)
Registrant's telephone number, including Area Code - 214-812-4600
Oncor 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)
Registrant's telephone number, including Area Code - 214-486-2000
TXU Gas Company
(Exact name of registrant as specified in its charter)
TEXAS 1-3183 75-0399066
(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)
Registrant's 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) and TXU Gas Company (TXU Gas), wholly owned
subsidiaries of TXU Corp., and Oncor Electric Delivery Company (Oncor), a
wholly-owned subsidiary of US Holdings, and such information as its relates to
each of US Holdings, TXU Gas or Oncor is being filed separately by each such
registrant.
TXU Energy Company LLC, a wholly-owned subsidiary of US Holdings, is
referred to herein as "TXU Energy".
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Changes in Credit Facilities
On April 22, 2003, TXU Corp. announced that two of its subsidiaries,
TXU Energy and Oncor, have established a $450 million revolving credit facility
that matures on February 25, 2005. The new facility will be used for working
capital and other general corporate purposes, including commercial paper backup
and letters of credit, and replaces the $1 billion 364-day revolving credit
facility that expired on that day. Up to $450 million of letters of credit may
be issued under the facility.
TXU Corp. further announced that it and its subsidiaries have repaid
all cash borrowings previously drawn under North America credit facilities,
which totaled $2.3 billion at December 31, 2002.
In connection with the restructuring of the North America credit
facilities of TXU Corp. and its subsidiaries in April 2003:
o Oncor cancelled its undrawn $150 million secured 364-day credit facility
that was scheduled to expire in December 2003.
o US Holdings replaced TXU Corp. as the borrower under the $500 million
three-year revolving credit facility. Concurrently, the facility was
reduced to $400 million.
o TXU Corp. entered into additional separate revolving credit facilities of
$45 million and $55 million, each of which expires on May 1, 2005. These
facilities will be used for working capital and general corporate
purposes.
o US Holdings' $1.4 billion five-year revolving credit facility was
amended. Among other things, the amendment increased the amount of
letters of credit allowed to be issued under the facility to $1 billion
from $500 million.
As a result of the repayments and other activities mentioned above,
North America credit facilities of TXU Corp. and its subsidiaries as of April
22, 2003 were as follows:
At April 22, 2003
--------------------------------------------------
Authorized Facility Letters of Cash
Facility Expiration Date Borrowers Limit Credit Borrowings Availability
- -------- --------------- --------- ----- ------ ---------- ------------
(Millions of Dollars)
Five-Year Revolving Credit Facility February 2005 US Holdings $ 1,400 $ 392 $ -- $1,008
Revolving Credit Facility February 2005 TXU Energy, Oncor 450 -- -- 450
Three-Year Revolving Credit Facility May 2005 US Holdings 400 -- -- 400
Revolving Credit Facility May 2005 TXU Corp. 55 -- -- 55
Revolving Credit Facility May 2005 TXU Corp. 45 -- -- 45
------- ------ ------ ------
Total North America $ 2,350 $ 392 $ -- $1,958
The facilities discussed above are available to back-up the issuance of
commercial paper under the TXU Energy and Oncor programs, and for general
corporate and working capital purposes, including providing collateral support
for TXU Energy portfolio management activities. At March 31 and April 22, 2003,
there was no outstanding commercial paper under these programs.
Controller Resignation
Biggs Porter has resigned as Controller of TXU Corp., US Holdings and
TXU Energy and Senior Vice President of Oncor and TXU Gas to pursue an
employment opportunity offered to him by another company. Mr. Porter's
resignation is effective May 20, 2003. TXU Corp. has initiated a search process
for his successor.
ITEM 7. EXHIBITS
Exhibit No. Description
----------- -----------
10(a) $55,000,000 Revolving Credit Agreement, dated as of
April 22, 2003, among TXU Corp. and Merrill Lynch
Capital Corporation, as Administrative Agent.
10(b) $45,000,000 Revolving Credit Agreement, dated as of
April 22, 2003, among TXU Corp. and Credit Lyonnais New
York Branch, as Administrative Agent.
10(c) $400,000,000 Three-Year Amended and Restated Revolving
Credit Agreement, dated as of April 22, 2003, among
TXU US Holdings Company, as Borrower, TXU Corp., as
Exiting Borrower, certain banks listed therein and
Citibank, N.A., as Administrative Agent.
10(d) Amendment, dated as of April 22, 2003, to $1,400,000,000
Five-Year Third Amended and Restated Competitive
Advance and Revolving Credit Facility Agreement, dated
as of July 31, 2002, among TXU US Holdings Company,
certain banks listed therein and JPMorgan Chase Bank, as
Competitive Advance Facility Agent, Administrative
Agent and Fronting Bank.
10(e) $450,000,000 Revolving Credit Agreement, dated as of
April 22, 2003, among TXU Energy Company LLC, Oncor
Electric Delivery Company, certain banks listed therein
and JPMorgan chase Bank, as Administrative Agent
and Fronting Bank.
FORWARD-LOOKING STATEMENTS
This report and other presentations made by TXU Corp., US Holdings, TXU
Gas and/or Oncor contain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Although TXU
Corp., US Holdings, TXU Gas and Oncor each believe that in making any such
statement its expectations are based on reasonable assumptions, any such
statement involves uncertainties and is qualified in its entirety by reference
to factors contained in the Forward-Looking Statements section of Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations and factors contained in the Risk Factors that May Affect Future
Results and Forward-Looking Statements sections of Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations in TXU
Corp.'s, US Holdings', TXU Gas' and Oncor's Annual Reports on Form 10-K for the
year ended December 31, 2002, as well as various regulatory issues; general
industry trends; changes in business strategy or development plans; changes in,
or failure or inability to comply with, governmental regulations, including,
without limitation, environmental regulations; global financial and credit
market conditions; unanticipated changes in operating expenses and capital
expenditures; legal and administrative proceedings and settlements; inability
of the various counterparties to meet their obligations with respect to
financial instruments; changes in tax laws; credit rating agency actions; among
others that could cause the actual results of TXU Corp., US Holdings, TXU Gas
or Oncor to differ materially from those projected in such forward-looking
statements.
Any forward-looking statement speaks only as of the date on which such
statement is made. Neither TXU Corp., US Holdings, TXU Gas nor Oncor undertakes
any obligation to update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to time. It is
not possible for TXU Corp., US Holdings, TXU Gas or Oncor to predict all of such
factors, nor can they assess the impact of each such factor or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statement.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
TXU CORP.
By: /s/ H. Dan Farell
----------------------------------------
Name: H. Dan Farell
Title: Executive Vice President
and Chief Financial Officer
Date: April 30, 2003
TXU US HOLDINGS COMPANY
By: /s/ H. Dan Farell
----------------------------------------
Name: H. Dan Farell
Title: Executive Vice President
Date: April 30, 2003
ONCOR ELECTRIC DELIVERY COMPANY
By: /s/ Biggs C. Porter
----------------------------------------
Name: Biggs C. Porter
Title: Vice President and
Principal Accounting Officer
Date: April 30, 2003
TXU GAS COMPANY
By: /s/ Biggs C. Porter
----------------------------------------
Name: Biggs C. Porter
Title: Vice President and
Principal Accounting Officer
Date: April 30, 2003
3