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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
TXU DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
Commission File No. 1-12833
TXU CORP.
Energy Plaza, 1601 Bryan, Dallas, Texas 75201-3411
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
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<PAGE>
TABLE OF CONTENTS
PAGE
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FINANCIAL STATEMENTS
The following statements are furnished for the Plan:
Statements of Financial Condition at June 30, 2000 and 1999........ 3
Statements of Income and Changes in Plan Equity for the
years ended June 30, 2000, 1999 and 1998.......................... 4
Notes to Financial Statements...................................... 5
Schedules I, II and III have been omitted because the
required information is shown in the financial statements
or notes, or the information is not applicable to this plan.
INDEPENDENT AUDITORS' REPORT................................................. 7
PLAN ADMINISTRATOR'S SIGNATURE............................................... 8
EXHIBIT
The following exhibit is filed herewith:
Independent Auditors' Consent...................................... 9
2
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TXU DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
June 30,
-----------------------
ASSETS AND PLAN EQUITY 2000 1999
---- ----
<S> <C> <C>
Investment in Securities of Participating Employer --
Common stock of TXU Corp.,
At fair value as determined by quoted market prices
(Historical cost: 2000 -- $1,524,430; 1999 -- $1,206,365) (Note 4)......... $1,177,136 $1,321,183
Dividends receivable......................................................... 23,942 18,333
Interest receivable.......................................................... 11 5
Cash and cash equivalents.................................................... 2,096 1,209
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Total Assets and Plan Equity............................................ $1,203,185 $1,340,730
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</TABLE>
See accompanying Notes to Financial Statements.
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<PAGE>
TXU DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION>
For the Year Ended June 30,
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2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Additions (deductions):
Net investment income:
Dividends on common stock of TXU Corp................. $ 92,257 $ 73,547 $ 68,511
Interest.............................................. 881 1,097 490
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Net investment income............................... 93,138 74,644 69,001
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Appreciation (depreciation) of investments (Note 4)..... (462,099) 14,506 218,087
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Contributions and deposits (Note 5):
Participating directors' compensation deferrals....... 202,500 225,000 183,750
Company matching...................................... 202,500 225,000 183,750
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Total contributions and deposits.................... 405,000 450,000 367,500
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Total additions................................... 36,039 539,150 654,588
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Withdrawals, lapses and forfeitures:
Distributions to participants......................... 173,584 533,993 -
Distributions to plan sponsor......................... - 20 800
Reversions............................................ - 34,015 -
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Total withdrawals, lapses and reversions.......... 173,584 568,028 800
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Net additions (deductions).......................... (137,545) (28,878) 653,788
Plan Equity, Beginning of Year............................... 1,340,730 1,369,608 715,820
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Plan Equity, End of Year..................................... $1,203,185 $1,340,730 $1,369,608
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</TABLE>
See accompanying Notes to Financial Statements
4
<PAGE>
TXU DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
NOTES TO FINANCIAL STATEMENTS
1. Name Change -- In May 2000, Texas Utilities Company (TXU or the Company)
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changed its corporate name to TXU Corp. In connection with that change, the
Deferred Compensation Plan for Outside Directors of Texas Utilities Company
was changed to the TXU Deferred Compensation Plan for Outside Directors.
2. Plan Description -- The TXU Deferred Compensation Plan for Outside
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Directors (Plan) was approved and authorized by the Board of Directors of
the Company on May 19, 1995, effective July 1, 1995. Members of the Board
of Directors of the Company who are not current or former officers or
employees of the Company or any of its subsidiaries (Outside Directors) are
eligible to participate in the Plan. The Plan allows Outside Directors of
the Company to defer a percentage of their compensation, which is defined
as the annual Board retainer. The Company will make a matching award equal
to 100% of such deferred compensation. The maturity period, elected by the
participants, is not fewer than 3 years and not more than 10 years. In the
event a participant's service is terminated because of death or disability,
all amounts in the participant's account shall mature upon such
termination. If the participant terminates service prior to the end of a
Plan Year, the deferred amount, the Company match and the dividend
equivalent credits will be recomputed as of the termination date. In the
event a participant's termination results for reasons other than death or
disability, all amounts credited to an account, except as provided in the
event of a participant's termination prior to the end of a Plan Year, shall
mature at the end of the applicable maturity period.
The number of participants at both June 30, 2000 and 1999 was 7.
3. Summary of Significant Accounting Policies:
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Basis of Accounting -- The financial statements of the Plan are prepared
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under the accrual method of accounting.
Use of Estimates -- The preparation of financial statements requires the
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use of significant estimates and assumptions by management. Actual results
could differ from those estimates.
Expenses -- All costs and expenses of the Plan and its administration,
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except expenses incurred in the acquisition or disposition of investments,
are paid by the Company (Plan Sponsor).
4. Plan Investments -- The cost, market value and appreciation (depreciation)
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of investments at June 30, 2000, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
Number of Historical Market Appreciation
Shares Cost Value (Depreciation)
--------- ---------- ---------- --------------
<S> <C> <C> <C> <C>
Common Stock of TXU Corp. - June 30, 2000 .................... 39,904(a) $1,524,430 $1,177,136 $ (462,099)
Common Stock of TXU Corp. - June 30, 1999 .................... 31,884(b) $1,206,365 $1,321,183 $ 14,506
Common Stock of TXU Corp. - June 30, 1998 .................... 32,472(c) $1,208,438 $1,351,626 $ 218,087
</TABLE>
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(a)Represents 0.0151% of the outstanding shares of common stock of TXU Corp.
(264,078,369 at June 30, 2000).
(b)Represents 0.0114% of the outstanding shares of common stock of TXU Corp.
(280,875,819 at June 30, 1999).
(c)Represents 0.0116% of the outstanding shares of common stock of TXU Corp.
(279,572,743 at June 30, 1998).
The investment in the Company's common stock (stated in terms of performance
units for each participant) is stated at market value based upon the last
reported sale price on recognized exchanges on the last business day of the Plan
Year. The cost basis of plan investments is determined on an average cost basis.
Net plan investments values at June 30, 2000, 1999 and 1998 were $29.50, $41.44
and $41.63 per unit, respectively.
5
<PAGE>
TXU DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
NOTES TO FINANCIAL STATEMENTS
5. Plan Contributions -- Contributions by the Company and participants'
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compensation deferrals for the years ended June 30, 2000, 1999 and 1998
were as follows:
Participating
Directors'
Compensation Contributions Total
Deferrals By Companies Contributions
--------- ------------ -------------
June 30, 2000................ $202,500 $202,500 $405,000
June 30, 1999................ $225,000 $225,000 $450,000
June 30, 1998................ $183,750 $183,750 $367,500
6. Distributions Payable -- For amounts maturing on June 30, 2000,
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distributions were made on July 20, 2000 for maturing Director deferrals
and matching awards in the amount of $300,198, attributable to Plan
Years ending June 30, 1996, 1997 and 1998.
For amounts maturing on June 30, 1999, distributions were made on July
20, 1999 for maturing Director deferrals and matching awards in the
amount of $173,584 for the Plan Year ending June 30, 1997.
For amounts maturing on June 30, 1998, distributions were made on July
20, 1998 for maturing Director deferrals and matching awards in the
amount of $307,067, attributable to the Plan Year ending June 30, 1996.
Additionally, payments were made to the designated beneficiaries of
retired and/or deceased Directors in the amount of $226,926. A reversion
resulted in a return to the Company in the amount of $34,015.
7. Federal Income Taxes -- The Plan does not, and is not intended to, meet the
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requirements of a tax-qualified plan under Section 401(a) of the Internal
Revenue Code (Code). Therefore, the trust which the Company has established
under the Plan in order to provide Plan benefits is not exempt from federal
income taxes under Section 501 (a) of the Code.
Based on the Code and the regulations thereunder as currently in effect:
(a) A participant's elective deferrals under the Plan, matching awards,
incentive awards, and any dividends, interest or other income thereon
will not be subject to federal income tax until the year such amounts
are paid or otherwise made available to the participant.
(b) Elective deferrals under the Plan are not deductible by the
participant on his or her federal income tax return, since elective
deferrals are not includable in the participant's income.
(c) Amounts distributed under the Plan will be taxable as ordinary income
to the participant in the year of such distribution.
8. Amendment or Termination -- The Company's Board of Directors may amend,
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terminate, or suspend the Plan at any time. An amendment or modification of
the Plan may affect active participants as well as future participants, but
no amendment or modification of the Plan for any reason may diminish any
participant's account as of the effective date thereof. Upon termination of
the Plan, the deferred amount, matching award, and dividend equivalent
credits will be recomputed as of the date of termination.
6
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INDEPENDENT AUDITORS' REPORT
Organization and Compensation Committee,
TXU Deferred Compensation Plan for Outside Directors:
We have audited the statements of financial condition of the TXU Deferred
Compensation Plan for Outside Directors as of June 30, 2000 and 1999 and the
related statements of income and changes in plan equity for each of the three
years in the period ended June 30, 2000. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Plan at June 30, 2000 and
1999 and the related plan income and changes in plan equity for each of the
three years in the period ended June 30, 2000, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Dallas, Texas
August 17, 2000
7
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Organization and Compensation Committee has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized.
TXU DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
By /s/ Peter B. Tinkham
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Plan Administrator
Organization and Compensation Committee
September 27, 2000
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