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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) - November 22, 2004
TXU CORP.
(Exact name of registrant as specified in its charter)
TEXAS 1-12833 75-2669310
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant 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))
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ITEM 8.01 Other Events
The financial statements and related information of TXU Corp. for the years
ended December 31, 2003, 2002 and 2001 included in this Current Report are being
presented solely to reflect the reclassification of the TXU Australia, TXU Gas
and Pedricktown, New Jersey (power production) businesses as discontinued
operations. Plans to dispose of these businesses were finalized in the second
quarter of 2004. The TXU Australia business was sold in July 2004 and the
operations of TXU Gas were disposed of in a merger by division transaction in
October 2004. Negotiations for the sale of the Pedricktown facility are ongoing
and a transaction is expected to be completed no later than the second quarter
of 2005. In addition, certain disclosures have been updated for the effects of
the TXU Australia and TXU Gas dispositions.
This Current Report on Form 8-K updates Items 6, 7, and 8 of the 2003
Annual Report on Form 10-K. Except as required to reflect the effects of the
reclassification and dispositions discussed above, the disclosures in these
three Items have not been modified or updated in this Current Report for events
occurring subsequent to the filing of the 2003 Annual Report on Form 10-K. This
Current Report should be read in conjunction with the 2003 Annual Report on
Form 10-K filed with the SEC on March 15, 2004, the Form 8-K related to the
quarterly period ended March 31, 2004 filed with the SEC on November 22, 2004,
the Form 10-Q for the quarterly period ended June 30, 2004 filed with the SEC on
August 6, 2004 and the Form 10-Q/A for the quarterly period ended September 30,
2004 filed with the SEC on November 10, 2004.
Exhibit 99.1 to this Current Report, which is incorporated by reference
into this Item 8.01, includes the following:
o Selected Financial Data
o Management's Discussion and Analysis of Financial Condition and
Results of Operations
o Financial Statements and Supplementary Data
o Exhibit 99.2 is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits
Updated financial statements and supplementary data of TXU Corp. and
related Management's Discussion and Analysis for the years ended December 31,
2003, 2002 and 2001, are filed herein as:
Exhibit No. Description
99.1 TXU Corp. Financial Statements, related Management's Discussion
and Analysis and updated selected financial data for the years
ended December 31, 2003, 2002 and 2001.
99.2 Audited financial statements of Pinnacle One Partners, L.P.
12 Computation of Ratio of Earnings to Fixed Charges, and Ratio of
Earnings to Combined Fixed Charges and Preference Dividends.
23.1 Consent of Deloitte & Touche LLP, Independent Registered Public
Accounting Firm for TXU Corp.
23.2 Consent of Deloitte & Touche LLP, Independent Registered Public
Accounting Firm for Pinnacle One Partners, L.P.
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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/ Stanley J. Szlauderbach
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Name: Stanley J. Szlauderbach
Title: Assistant Controller
and Interim Controller
Dated: November 22, 2004
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