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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DEFERRED COMPENSATION PLAN FOR DIRECTORS OF SUBSIDIARIES OF
TEXAS UTILITIES COMPANY
Commission File No. 1-12833
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TXU CORP.
(Formerly known as Texas Utilities Company)
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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TABLE OF CONTENTS
FINANCIAL STATEMENTS PAGE
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The following financial statements are furnished for the Plan:
Statements of Financial Condition at March 31, 2000 and March 31, 1999.... 3
Statements of Income and Changes in Plan Equity for the
years ended March 31, 2000 and March 31, 1999........................... 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:
Exhibits 23.1-Independent Auditors' Consent............................. 9
2
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DEFERRED COMPENSATION PLAN FOR DIRECTORS OF SUBSIDIARIES OF
TEXAS UTILITIES COMPANY
STATEMENTS OF FINANCIAL CONDITION
MARCH 31,
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ASSETS AND PLAN EQUITY 2000 1999
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Investment in Securities of Participating Employers ,
Common stock of TXU, at fair value as determined by
quoted market prices (Historical cost: 2000 , $228,903;
1999 , $100,037 (Note 3)............................... $165,635 $103,974
Dividends receivable..................................... 3,347 1,424
Cash and cash equivalents................................ 234 56
Total Assets and Plan Equity........................... $169,216 $105,454
See accompanying Notes to Financial Statements.
3
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DEFERRED COMPENSATION PLAN FOR DIRECTORS OF SUBSIDIARIES OF
TEXAS UTILITIES COMPANY
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEARS ENDED
MARCH 31,
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2000 1999
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Additions (deductions):
Net investment income:
Dividends on common stock of TXU....................... $ 12,808 $ 5,723
Interest .............................................. 160 46
Net investment income ............................... 12,968 5,769
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Appreciation (depreciation) of investments (Note 3)...... (67,206) 4,201
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Contributions and deposits (Note 4):
Participating directors' compensation deferrals........ 118,000 102,000
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Total contributions and deposits .................... 118,000 102,000
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Total additions.................................... 63,762 111,970
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Withdrawals, lapses and reversions:
Reversions............................................. -- 6,516
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Total withdrawals, lapses and reversions ............ -- 6,516
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Net additions.......................................... 63,762 105,454
Plan Equity, Beginning of Year............................. 105,454 --
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Plan Equity, End of Year................................... $ 169,216 $ 105,454
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See accompanying Notes to Financial Statements.
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DEFERRED COMPENSATION PLAN FOR DIRECTORS OF SUBSIDIARIES OF
TEXAS UTILITIES COMPANY
NOTES TO FINANCIAL STATEMENTS
1. Plan Description - The Deferred Compensation Plan for Directors of
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Subsidiaries of Texas Utilities Company (Plan) was approved and
authorized by the Board of Directors of TXU Corp. (TXU or Company), on
February 9, 1998, effective April 1, 1998. Members of the boards of
directors and/or advisory boards of directors of participating
subsidiaries 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 retainer, exclusive of
any attendance fee or other 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 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 March 31, 2000 was 16 and at March 31,
1999 was 14.
2. Summary of Significant Accounting Policies:
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Basis of Accounting - The financial statements of the Plan are
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prepared under the accrual method of accounting.
Use of Estimates - The preparation of financial statements requires
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the 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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are paid by the Company.
Reversions - In the event a participant's services are terminated
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prior to the end of the plan year, the unearned deferred amount and
dividend equivalent credits will revert back to the Company.
New Accounting Pronouncements - In June 1998, the Financial Accounting
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Standards Board issued Statement of Financial Accounting Standards
Number 133 (SFAS 133) "Accounting for Derivative Instruments and
Hedging Activities." This statement, which is required to be adopted
for annual periods beginning after June 15, 2000, establishes
standards for recognition and measurement of derivative and hedging
activities. The Plan has not yet determined the financial impact, if
any of SFAS 133.
3. Plan Investments - The cost, market value and appreciation
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(depreciation) of investments at March 31, 2000 are as follows:
Number of Historical Market Appreciation
Common stock of TXU Corp Shares Cost Value (Depreciation)
------------------------ --------- ----------- -------- -------------
March 31, 2000 5,579(a) $228,903 $165,635 $(67,206)
March 31, 1999 2,476(b) $100,037 $103,974 $4,201
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(a) Represents 0.0021% of the outstanding shares of common stock of TXU
(263,726,119 at March 31, 2000).
(b) Represents 0.0009% of the outstanding shares of common stock of TXU
(282,332,819 at March 31, 1999).
The investment in the Company's common stock 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. All costs and expenses of the Plan and its administration,
except expenses incurred in the acquisition or disposition of investments, are
paid by the Plan sponsor.
5
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DEFERRED COMPENSATION PLAN FOR DIRECTORS OF SUBSIDIARIES OF
TEXAS UTILITIES COMPANY
NOTES TO FINANCIAL STATEMENTS
4. Plan Contributions - Contributions by participating Outside Directors
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for the years ended March 31, 2000 and March 31, 1999 were $118,000
and $102,000, respectively.
5. Distributions Payable - During the year ended March 31, 1999, two
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participants retired from service as Outside Directors. The value of
the participants' individual accounts were 154.72 and 103.15
performance units at March 31, 1999 and the dividend equivalent
credits earned thereon will be determined at the end of their
respective maturity period and distributed to the participants.
6. Federal Income Taxes - The Plan does not, and is not intended to, meet
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the 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, 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.
7. 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 and
dividend equivalent credits will be recomputed as of the date of
termination.
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INDEPENDENT AUDITORS' REPORT
Organization and Compensation Committee,
Deferred Compensation Plan
for Directors of Subsidiaries of Texas Utilities Company:
We have audited the accompanying statements of financial condition of the
Deferred Compensation Plan for Directors of Subsidiaries of Texas Utilities
Company (the "Plan") as of March 31, 2000 and 1999, and the related statements
of income and changes in plan equity for the years then ended. 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 March 31, 2000 and
1999, and the related plan income and changes in plan equity for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
June 15, 2000
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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.
DEFERRED COMPENSATION PLAN FOR DIRECTORS OF SUBSIDIARIES OF
TEXAS UTILITIES COMPANY
By /s/ Peter B. Tinkham
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Plan Administrator Organization
and Compensation Committee
June 28, 2000
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