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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 condensed financial statements and related information of TXU Corp. for
the three months ended March 31, 2004 and 2003 included in this Current Report
are being presented solely to reflect the reclassification of the TXU Australia,
TXU Gas and the 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 1 and 2 of Part I of the
Form 10-Q for the quarterly period ended March 31, 2004. Except as required to
reflect the effects of the reclassification and dispositions discussed above,
the disclosures in these two Items have not been modified or updated in this
Current Report for events occurring subsequent to the filing of the Form 10-Q
for the quarterly period ended March 31, 2004. 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 2003 Form 8-K (related to the years ended December 31,
2003, 2002 and 2001) 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 Financial Statements
o Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 9.01 Financial Statements and Exhibits
Updated condensed financial statements and related Management's Discussion
and Analysis for the three months ended March 31, 2004 and 2003 are filed
herein as:
Exhibit No. Description
99.1 TXU Corp. Financial Statements and related
Management's Discussion and Analysis.
15 Awareness Letter of Deloitte & Touche LLP,
Independent Registered Public Accounting Firm
for TXU Corp.
99 TXU Corp. and Subsidiaries Condensed Statements
of Consolidated Income, Twelve Months Ended
March 31, 2004
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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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