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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
-- OR --
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 1-11668
TXU US Holdings Company
Texas 75-1837355
(State of Incorporation) (I.R.S. Employer Identification No.)
1601 Bryan Street, Dallas TX, 75201-3411 (214) 812-4600
(Address of Principal Executive Offices) (Registrant's Telephone Number)
(Zip Code)
-----------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---- ----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
--- ----
Common Stock outstanding at May 12, 2004: 2,062,768 Class A shares, without
par value and 39,192,594 Class B shares, without par value.
TABLE OF CONTENTS
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PAGE
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Glossary .......................................................................................... ii
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Statements of Consolidated Income and Comprehensive Income-
Three Months Ended March 31, 2004 and 2003................................... 1
Condensed Statements of Consolidated Cash Flows -
Three Months Ended March 31, 2004 and 2003................................... 2
Condensed Consolidated Balance Sheets -
March 31, 2004 and December 31, 2003......................................... 3
Notes to Condensed Financial Statements...................................... 4
Independent Accountants' Report.............................................. 20
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................... 21
Item 3. Quantitative and Qualitative Disclosures About Market Risk................... 47
Item 4. Controls and Procedures...................................................... 49
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ............................................ 50
SIGNATURE.......................................................................................... 51
Periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K that
contain financial information of TXU US Holdings Company and its subsidiaries
are made available to the public, free of charge, on the TXU Corp. website at
http://www.txucorp.com, shortly after they have been filed with the Securities
and Exchange Commission. TXU US Holdings Company will provide copies of current
reports not posted on the website upon request.
i
GLOSSARY
When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below.
1999 Restructuring Legislation................. Legislation that restructured the electric utility industry
in Texas to provide for competition
2003 Form 10-K................................. US Holdings' Annual Report on Form 10-K for the year ended
December 31, 2003
Bcf............................................ billion cubic feet
Commission..................................... Public Utility Commission of Texas
EITF........................................... Emerging Issues Task Force
EITF 02-3 ..................................... EITF Issue No. 02-3, "Issues Involved in Accounting for
Derivative Contracts Held for Trading Purposes and Contracts
Involved in Energy Trading and Risk Management Activities"
EITF 98-10 .................................... EITF Issue No. 98-10, "Accounting for Contracts Involved in
Energy Trading and Risk Management Activities"
ERCOT.......................................... Electric Reliability Council of Texas, the Independent
System Operator and the regional reliability coordinator
of various electricity systems within Texas
FASB........................................... Financial Accounting Standards Board, the designated
organization in the private sector for establishing
standards for financial accounting and reporting
FERC........................................... Federal Energy Regulatory Commission
FIN............................................ Financial Accounting Standards Board Interpretation
FIN 46......................................... FIN No. 46, "Consolidation of Variable Interest Entities -
An Interpretation of ARB No. 51"
FIN 46R........................................ FIN No. 46 (Revised 2003), "Consolidation of Variable
Interest Entities - An Interpretation of ARB 51"
Fitch.......................................... Fitch Ratings, Ltd.
GWh............................................ Gigawatt-hours
historical service territory................... US Holdings' historical service territory, largely in north
Texas, at the time of entering competition on January 1, 2002
Moody's........................................ Moody's Investors Services, Inc.
MW............................................. megawatts
NRC............................................ United States Nuclear Regulatory Commission
Oncor.......................................... refers to Oncor Electric Delivery Company, a subsidiary of
US Holdings, or Oncor and its consolidated bankruptcy remote
financing subsidiary, TXU Electric Delivery Transition
Bond Company LLC (formerly Oncor Electric Delivery Transition
Bond Company LLC), depending on context
price-to-beat rate............................. residential and small business customer electricity rates
established by the Commission in the restructuring of the
Texas market that are required to be charged in a REP's
historical service territories until January 1, 2005 or when
40% of the electricity consumed by such customer classes is
supplied by competing REPs, adjusted periodically for
changes in fuel costs, and required to be available to those
customers until January 1, 2007
ii
REP............................................ retail electric provider
S&P............................................ Standard & Poor's, a division of The McGraw Hill Companies
Sarbanes-Oxley................................. Sarbanes - Oxley Act of 2002
SEC............................................ United States Securities and Exchange Commission
SFAS........................................... Statement of Financial Accounting Standards issued by the
FASB
SFAS 133....................................... SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities"
SFAS 140....................................... SFAS No. 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, a
replacement of FASB Statement 125"
SFAS 143....................................... SFAS No. 143, "Accounting for Asset Retirement Obligations"
SFAS 150....................................... SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity"
SG&A........................................... selling, general and administrative
TXU Business Services.......................... TXU Business Services Company, a subsidiary of TXU Corp.
TXU Corp....................................... refers to TXU Corp., a holding company, and/or its
consolidated subsidiaries, depending on context
TXU Gas........................................ TXU Gas Company, a subsidiary of TXU Energy
TXU Energy..................................... refers to TXU Energy Company LLC, a subsidiary of US
Holdings, and/or its consolidated subsidiaries, depending on
context
TXU Mining..................................... TXU Mining Company LP, a subsidiary of TXU Energy
TXU Portfolio Management....................... TXU Portfolio Management Company LP, a subsidiary of TXU
Energy
US............................................. United States of America
US GAAP........................................ accounting principles generally accepted in the US
US Holdings.................................... refers to TXU US Holdings Company, a subsidiary of TXU
Corp., and /or its consolidated subsidiaries, depending on
context
iii
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
TXU US HOLDINGS COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
Three Months Ended
March 31,
---------------------
2004 2003
------ ------
(millions of dollars)
Operating revenues............................................................ $2,135 $1,917
Costs and expenses:
Cost of energy sold and delivery fees...................................... 910 837
Operating costs........................................................... 343 355
Depreciation and amortization.............................................. 185 182
Selling, general and administrative expenses............................... 192 191
Franchise and revenue-based taxes.......................................... 85 93
Other income............................................................... (2) (9)
Other deductions........................................................... 19 1
Interest income............................................................ (1) (5)
Interest expense and related charges....................................... 145 151
----- -----
Total costs and expenses............................................... 1,876 1,796
----- -----
Income from continuing operations before income taxes and cumulative effect
of changes in accounting principles....................................... 259 121
Income tax expense............................................................ 81 33
----- -----
Income from continuing operations before cumulative effect
of changes in accounting principles........................................ 178 88
Income (loss) from discontinued operations, net of tax effect (Note 3)........ (2) 1
Cumulative effect of changes in accounting principles, net of tax benefit
(Note 2)................................................................... - (58)
----- ------
Net income ................................................................... $ 176 $ 31
Preferred stock dividends .................................................... - 2
----- -----
Net income available for common stock......................................... $ 176 $ 29
----- -----
CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
March 31,
--------------------
2004 2003
------ ------
(millions of dollars)
Net income ................................................................... $ 176 $ 31
Other comprehensive income (loss), net of tax effects:
Cash flow hedge activity-
Net change in fair value of derivatives (net of tax benefit of
$31 and $42)........................................................ (58) (78)
Amounts realized in earnings during the period (net of tax expense of
$3 and $26) ........................................................ 5 49
------ -----
Total............................................................. (53) (29)
------- ------
Comprehensive income.......................................................... $ 123 $ 2
====== =====
See Notes to Financial Statements.
1
TXU US HOLDINGS COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
------------------
2004 2003
------ ------
(millions of
dollars)
Cash flows - operating activities:
Income from continuing operations before cumulative effect of
changes in accounting principles.............................................. $ 178 $ 88
Adjustments to reconcile income from continuing operations before cumulative
effect of changes in accounting principles to cash provided by operating
activities:
Depreciation and amortization ............................................... 202 201
Deferred income taxes and investment tax credits - net ...................... 63 50
Net gain from sale of assets................................................ - (6)
Net effect of unrealized mark-to-market valuations of commodity contracts.... 18 17
Increase (reduction) in regulatory liability................................. 1 (42)
Changes in operating assets and liabilities..................................... (26) (134)
------ ------
Cash provided by operating activities.................................... 436 174
------ ------
Cash flows - financing activities:
Issuances of securities......................................................... - 1,294
Retirements/repurchases of securities:
Long-term debt............................................................... (8) (294)
Preferred stock of subsidiaries.............................................. - (4)
Change in advances - affiliates................................................. (622) 702
Dividends paid to parent........................................................ (212) (250)
Change in notes payable - banks................................................. 175 (1,304)
Preferred stock dividends paid.................................................. - (2)
Redemption deposits applied to debt retirements................................. - 138
Debt premium, discount, financing and reacquisition expenses.................... (2) (32)
------ ------
Cash provided by (used in) financing activities.......................... (669) 248
------ ------
Cash flows - investing activities:
Capital expenditures............................................................ (146) (182)
Nuclear fuel.................................................................... (47) -
Proceeds from sale of assets.................................................... - 13
Other........................................................................... 11 13
------ ------
Cash used in investing activities........................................ (182) (156)
------ ------
Cash contributions to discontinued operations..................................... (1) -
------ ------
Net change in cash and cash equivalents........................................... (416) 266
Cash and cash equivalents - beginning balance..................................... 806 1,508
------ ------
Cash and cash equivalents - ending balance........................................ $ 390 $1,774
====== ======
See Notes to Financial Statements.
2
TXU US HOLDINGS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
2004 2003
-------- ---------
(millions of dollars)
ASSETS
Current assets:
Cash and cash equivalents.................................................. $ 390 $ 806
Restricted cash............................................................ 9 12
Advances to affiliates..................................................... 143 -
Accounts receivable-- trade................................................ 1,044 1,001
Inventories................................................................ 378 416
Commodity contract assets.................................................. 1,057 959
Other current assets....................................................... 222 258
------- -------
Total current assets.................................................. 3,243 3,452
Investments:
Restricted cash............................................................ 10 13
Other investments.......................................................... 521 510
Property, plant and equipment-- net........................................... 16,685 16,714
Goodwill...................................................................... 558 558
Regulatory assets-- net....................................................... 1,863 1,872
Commodity contract assets..................................................... 134 121
Cash flow hedges and other derivative assets.................................. 36 88
Assets held for sale.......................................................... 12 14
Other noncurrent assets....................................................... 144 151
------- -------
Total assets....................................................... $23,206 $23,493
======= =======
LIABILITIES, PREFERRED INTERESTS AND SHAREHOLDERS' EQUITY
Current liabilities:
Advances from affiliates................................................... $ - $ 691
Notes payable-- banks...................................................... 175 -
Long-term debt due currently............................................... 261 249
Accounts payable-- trade................................................... 932 775
Commodity contract liabilities............................................. 997 913
Accrued taxes.............................................................. 344 414
Other current liabilities.................................................. 739 786
------- -------
Total current liabilities............................................. 3,448 3,828
Accumulated deferred income taxes............................................. 3,385 3,403
Investment tax credits........................................................ 424 428
Commodity contract liabilities................................................ 101 59
Cash flow hedges and other derivative liabilities............................. 194 140
Other noncurrent liabilities and deferred credits............................. 1,504 1,601
Long-term debt, less amounts due currently.................................... 7,206 7,217
Exchangeable preferred membership interests of TXU Energy, net of
discount of $249 and $253................................................... 501 497
------- -------
Total liabilities..................................................... 16,763 17,173
Contingencies (Note 6)
Shareholders' equity and preferred interests (Note 5):
Preferred stock - not subject to mandatory redemption (Note 5).............. 38 38
Common stock without par value (Note 5):
Class A - Authorized shares: -- 9,000,000
Outstanding shares: -- 2,062,768...................................... 102 102
Class B - Authorized shares-- 171,000,000, Outstanding shares-- 39,192,594 1,949 1,949
Retained earnings........................................................... 4,542 4,366
Accumulated other comprehensive loss........................................ (188) (135)
------- -------
Total common stock equity................................................ 6,405 6,282
------- -------
Total shareholders' equity and preferred interests..................... 6,443 6,320
------- -------
Total liabilities, preferred interests and shareholders' equity...... $23,206 $23,493
======= =======
See Notes to Financial Statements.
3
TXU US HOLDINGS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS
Description of Business -- US Holdings engages in power production
(electricity generation), retail and wholesale sales of electricity and natural
gas, and the transmission and distribution of electricity. In the competitive
energy operations, US Holdings engages in hedging and risk management
activities. US Holdings is a holding company that conducts its principal
operations through TXU Energy and Oncor. (See Note 7 for more information on
business segments.) All the common stock of US Holdings is held by TXU Corp.
Strategic Initiatives - As previously reported, on February 23, 2004, C.
John Wilder was named president and chief executive of TXU Corp. Mr. Wilder was
formerly executive vice president and chief financial officer of Entergy
Corporation. Mr. Wilder has been reviewing the operations of TXU Corp. and has
formulated certain strategic initiatives and continues to develop others.
Areas to be reviewed include:
o Performance in competitive markets, including profitability in new
markets
o Cost structure, including organizational alignments and headcount
o Management of natural gas price risk and cost effectiveness of the
generation fleet
o Non-core business activities
On April 26, 2004, TXU Corp. announced a series of transactions, as well
as various performance improvement initiatives including:
o TXU Energy agreed to sell the assets of TXU Fuel Company, the gas
transportation subsidiary of TXU Energy, to Energy Transfer Partners,
L.P. for $500 million in cash. As part of the transaction, TXU Energy
will have an eight-year transportation agreement with the new owner to
transport gas to TXU Energy's generation plants. The transaction is
expected to close on June 1, 2004, subject to review under the
Hart-Scott-Rodino Act.
o On April 26, 2004, TXU Corp. purchased from the holders all $750
million outstanding principal amount of TXU Energy's Exchangeable
Preferred Membership Interests. US Holdings' carrying amount of the
security, which remains outstanding, is the $750 million principal
amount less an approximate $249 million remaining unamortized discount.
o US Holdings anticipates performance improvements as a result of various
strategic initiatives, including reduced administrative support costs,
increased base load (nuclear and coal-fired) generation plant output
and improved operating results in markets outside the historical
service territory. In the first quarter of 2004, TXU Energy recorded a
$17 million ($11 million after-tax) charge, reported in other
deductions, consisting of $16 million for accrued severance benefits
and $1 million in asset writedowns related to these initiatives.
The review of US Holdings' operations and formulation of strategic
initiatives is ongoing. The phases of the plan expected to result in unusual
charges are anticipated to be largely completed within one year. Upon completion
of each phase of the plan that will affect it, US Holdings expects to fully
describe the actions intended to improve the financial performance of its
operations.
Facility Closings -- On March 29, 2004, TXU Energy announced it will
permanently retire eight gas-fired operating units due to electric industry
market conditions in Texas. TXU Energy will also temporarily close four other
gas-fired units and place them under evaluation for retirement. The 12 units
represent a total of 1,471 MW, or more than 13 percent, of TXU Energy's
gas-fired generation capacity in Texas. A majority of the 12 units were
designated as "peaking units" and operated only during the summer for many years
and have operated only sparingly during the last two years. Most of the units
were built in the 1950s. TXU Energy also determined that it will close its
Winfield North Monticello lignite mine in Texas later this year as it is no
longer economical to operate. The mine closure will result in the need to
purchase coal to fuel the adjacent generation facility. A total charge of $8
million ($5 million after-tax) was recorded in the first quarter for production
employee severance costs and impairments related to the various facility
closures.
4
Discontinued Businesses - In December 2003, TXU Energy finalized a formal
plan to sell its strategic retail services business, which is engaged
principally in providing energy management services.
The consolidated financial statements for all periods presented reflect
the reclassification of the results of this business as discontinued operations.
See Note 3 for more detailed information about discontinued operations.
Basis of Presentation -- The condensed consolidated financial statements
of US Holdings have been prepared in accordance with US GAAP and on the same
basis as the audited financial statements included in its 2003 Form 10-K, except
for the changes in estimates of depreciable lives of assets discussed below. In
the opinion of management, all other adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of the results of operations and
financial position have been included therein. All intercompany items and
transactions have been eliminated in consolidation. Certain information and
footnote disclosures normally included in annual consolidated financial
statements prepared in accordance with US GAAP have been omitted pursuant to the
rules and regulations of the SEC. Because the condensed consolidated interim
financial statements do not include all of the information and footnotes
required by US GAAP, they should be read in conjunction with the audited
financial statements and related notes included in the 2003 Form 10-K. The
results of operations for an interim period may not give a true indication of
results for a full year.
All dollar amounts in the financial statements and tables in the notes are
stated in millions of dollars unless otherwise indicated.
Depreciation of Energy Production Facilities -- Effective January 1, 2004,
the estimates of the depreciable lives of lignite-fired generation facilities
were extended an average of nine years to better reflect the useful lives of the
assets, and depreciation rates for the Comanche Peak nuclear generating plant
were decreased as a result of an increase in the estimated lives of boiler and
turbine generator components of the plant by an average of five years. The net
impact of these changes was a reduction in depreciation expense of $12 million
($8 million after-tax) in the three months ended March 31, 2004.
Effective April 1, 2003, the estimates of the depreciable lives of the
Comanche Peak nuclear generating plant and several gas generation plants were
extended to better reflect the useful lives of the assets. At the same time,
depreciation rates were increased on lignite and gas generation facilities to
reflect additional investments in equipment. The net impact of these changes was
an additional reduction in depreciation expense of $12 million ($8 million
after-tax) in the three months ended March 31, 2004.
Changes in Accounting Standards -- FIN 46R was issued in December 2003 and
replaced FIN 46, which was issued in January 2003. FIN 46R expands and clarifies
the guidance originally contained in FIN 46, regarding consolidation of variable
interest entities. FIN 46R did not impact results of operations or financial
position for the first quarter of 2004.
The Medicare Prescription Drug, Improvement and Modernization Act of 2003
(the Medicare Act) was enacted in December 2003. FASB Staff Position 106-1,
issued in January 2004, allowed for, but did not require, deferral of the
accounting for the effects of the Medicare Act. TXU Corp. elected not to defer
accounting for the federal subsidy under the Medicare Act and recognized a $1.9
million net reduction in postretirement benefit expense in the 2003 financial
statements. For the three months ended March 31, 2004, the effect of adoption of
the Medicare Act was a reduction of approximately $6 million in US Holding's
allocated postretirement benefit costs.
5
2. CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES
The following summarizes the effect on results for 2003 of changes in
accounting principles effective January 1, 2003:
Charge from rescission of EITF 98-10, net of tax effect of $34 million.... $(63)
Credit from adoption of SFAS 143, net of tax effect of $3 million......... 5
----
Total net charge..................................................... $(58)
====
On October 25, 2002, the EITF, through EITF 02-3, rescinded EITF 98-10,
which required mark-to-market accounting for all trading activities. Pursuant to
this rescission, only financial instruments that are derivatives under SFAS 133
are subject to mark-to-market accounting. Financial instruments that may not be
derivatives under SFAS 133, but were marked-to-market under EITF 98-10, consist
primarily of gas transportation and storage agreements, power tolling, full
requirements and capacity contracts. This new accounting rule was effective for
new contracts entered into after October 25, 2002. Non-derivative contracts
entered into prior to October 26, 2002, continued to be accounted for at fair
value through December 31, 2002; however, effective January 1, 2003, such
contracts were required to be accounted for on a settlement basis. Accordingly,
a charge of $97 million ($63 million after-tax) was reported as a cumulative
effect of a change in accounting principles in the first quarter of 2003. Of the
total, $75 million reduced net commodity contract assets and liabilities and $22
million reduced inventory that had previously been marked-to-market as a trading
position. The cumulative effect adjustment represents the net gains previously
recognized for these contracts under mark-to-market accounting.
SFAS 143 became effective on January 1, 2003. SFAS 143 requires entities
to record the fair value of a legal liability for an asset retirement obligation
in the period of its inception. For US Holdings, such liabilities primarily
relate to nuclear generation plant decommissioning, land reclamation related to
lignite mining and removal of lignite plant ash treatment facilities. The
liability is recorded at its net present value with a corresponding increase in
the carrying value of the related long-lived asset. The liability is accreted
each period, representing the time value of money, and the capitalized cost is
depreciated over the remaining useful life of the related asset.
As the new accounting rule required retrospective application to the
inception of the liability, the effects of the adoption reflect the accretion
and depreciation from the liability inception date through December 31, 2002.
Further, the effects of adoption take into consideration liabilities of $215
million (previously reflected in accumulated depreciation) US Holdings had
previously recorded as depreciation expense and $26 million (reflected in other
noncurrent liabilities) of unrealized net gains associated with the
decommissioning trusts.
The following table summarizes the impact as of January 1, 2003 of
adopting SFAS 143:
Increase in property, plant and equipment - net................... $488
Increase in other noncurrent liabilities and deferred credits..... (528)
Increase in accumulated deferred income taxes..................... (3)
Increase in regulatory assets - net............................... 48
----
Cumulative effect of change in accounting principles.............. $ 5
====
The asset retirement liability at March 31, 2004 was $605 million,
comprised of a $599 million liability as of December 31, 2003, $10 million of
accretion during the three months ended March 31, 2004, reduced by $4 million in
reclamation payments.
With respect to nuclear decommissioning costs, for US Holdings the
adoption of SFAS 143 results in timing differences in the recognition of asset
retirement costs that are being recovered through the regulatory process.
6
3. DISCONTINUED OPERATIONS
In December 2003, TXU Energy finalized a formal plan to sell its strategic
retail services business. TXU Energy is in the process of negotiating sales of
these operations to various parties.
The following summarizes the historical consolidated financial information
of the strategic retail services business reported as discontinued operations:
Three Months Ended March 31,
----------------------------
2004 2003
------ ------
(millions of dollars)
Operating revenues........................................................... $ 5 $ 15
Operating costs and expenses................................................. 5 14
Other deductions (income) - net.............................................. (1) -
-------- ------
Income before income taxes................................................... 1 1
Income tax expense........................................................... 1 -
Charge related to exit (after-tax)........................................... 2 -
------- ------
Income (loss) from discontinued operations.............................. $ (2) $ 1
------- -----
Balance sheet - The following details the assets held for sale at March
31, 2004:
Current assets........................................ $ 3
Investments........................................... 6
Property, plant and equipment......................... 3
-------
Assets held for sale.............................. $ 12
=======
4. FINANCING ARRANGEMENTS
Short-term Borrowings -- At March 31, 2004, US Holdings had outstanding
short-term borrowings consisting of bank borrowings of $175 million at a
weighted average interest rate of 2.67%. At December 31, 2003, US Holdings had
outstanding short-term advances from affiliates of $691 million at a weighted
average interest rate of 2.92%.
Credit Facilities -- At March 31, 2004, credit facilities available to TXU
Corp. and its US subsidiaries were as follows:
At March 31, 2004
----------------------------------------------
Expiration Authorized Facility Letters of Cash
Facility Date Borrowers Limit Credit Borrowings Availability
- ----------------------------- ------------- ------------- ------- ---------- ---------- ------------
Five-Year Revolving Credit
Facility February 2005 US Holdings $ 1,400 $ -- $ -- $1,400
Revolving Credit Facility February 2005 TXU Energy, Oncor 450 -- 75 375
Three-Year Revolving Credit
Facility May 2005 US Holdings 400 -- 100 300
Five-Year Revolving Credit
Facility August 2008 TXU Corp. 500 462 -- 38
------- ------ ------ ------
Total $ 2,750 $ 462 $ 175 $2,113
======= ====== ====== ======
TXU Corp.'s $500 million 5-year revolving credit facility provides for up
to $500 million in letters of credit or up to $250 million of loans ($500
million in the aggregate). To the extent capacity is available under this
facility, it may be made available to US Holdings, TXU Energy or Oncor for
borrowings, letters of credit or other purposes.
The US Holdings, TXU Energy and Oncor facilities provide back-up for any
future issuance of commercial paper by TXU Energy or Oncor. At March 31, 2004,
there was no such outstanding commercial paper.
7
On April 26, 2004, a new $1.0 billion, 364-day facility was established
for TXU Energy. Borrowings of $785 million under this new facility were advanced
to affiliates. Amounts borrowed and repaid under the facility may not be
re-borrowed.
In April 2004, the $175 million borrowings under the Revolving Credit
Facility and the Three Year Revolving Credit Facility were repaid with proceeds
from TXU Corp.'s sale of its telecommunications business.
Sale of Receivables -- TXU Corp. has established an accounts receivable
securitization program. The activity under this program is accounted for as a
sale of accounts receivable in accordance with SFAS 140. Under the program, US
subsidiaries of TXU Corp. (originators) sell trade accounts receivable to TXU
Receivables Company, a consolidated wholly-owned bankruptcy remote direct
subsidiary of TXU Corp., which sells undivided interests in the purchased
accounts receivable for cash to special purpose entities established by
financial institutions (the funding entities). As of March 31, 2004, the maximum
amount of undivided interests that could be sold by TXU Receivables Company was
$600 million.
All new trade receivables under the program generated by the originators
are continuously purchased by TXU Receivables Company with the proceeds from
collections of receivables previously purchased. Changes in the amount of
funding under the program, through changes in the amount of undivided interests
sold by TXU Receivables Company, are generally due to seasonal variations in the
level of accounts receivable and changes in collection trends. TXU Receivables
Company has issued subordinated notes payable to the originators for the
difference between the face amount of the uncollected accounts receivable
purchased, less a discount, and cash paid to the originators that was funded by
the sale of the undivided interests.
The discount from face amount on the purchase of receivables principally
funds program fees paid by TXU Receivables Company to the funding entities, as
well as a servicing fee paid by TXU Receivables Company to TXU Business Services
Company, a direct subsidiary of TXU Corp. The program fees (losses on sale),
which consist primarily of interest costs on the underlying financing, were
approximately $3 million for each of the three-month periods ending March 31,
2004 and 2003 and approximated 2.1% and 3.6% for the first quarter of 2004 and
2003, respectively, of the average funding under the program on an annualized
basis; these fees represent the net incremental costs of the program to US
Holdings and are reported in SG&A expenses. The servicing fee, which totaled
approximately $1 million for the first quarters of 2004 and 2003, compensates
TXU Business Services Company for its services as collection agent, including
maintaining the detailed accounts receivable collection records.
The March 31, 2004 balance sheet reflects $915 million face amount of
trade accounts receivable of TXU Energy and Oncor, reduced by $497 million of
undivided interests sold by TXU Receivables Company. Funding under the program
decreased $50 million for the three months ended March 31, 2004, primarily due
to the effect of seasonal fluctuations. Funding under the program for the three
months ended March 31, 2003 decreased $144 million. Funding increases or
decreases under the program are reflected as operating cash flow activity in the
statement of cash flows. The carrying amount of the retained interests in the
accounts receivable approximated fair value due to the short-term nature of the
collection period.
8
Activities of TXU Receivables Company related to US Holdings for the three
months ended March 31, 2004 and 2003 were as follows:
Three Months Ended March 31,
----------------------------
2004 2003
------ ------
(millions of dollars)
Cash collections on accounts receivable...................................... $ 1,683 $1,616
Face amount of new receivables purchased..................................... (1,584) (1,276)
Discount from face amount of purchased receivables........................... 4 4
Program fees paid............................................................ (3) (3)
Servicing fees paid.......................................................... (1) (1)
Increase (decrease) in subordinated notes payable............................ (49) (196)
-------- -------
US Holdings' operating cash flows (provided) used under the program..... $ 50 $ 144
====== =====
Upon termination of the program, cash flows to US Holdings would be
delayed as collections of sold receivables would be used by TXU Receivables
Company to repurchase the undivided interests sold instead of purchasing new
receivables. The level of cash flows would normalize in approximately 16 to 31
days.
Contingencies Related to Sale of Receivables Program -- Although TXU
Receivables Company expects to be able to pay its subordinated notes from the
collections of purchased receivables, these notes are subordinated to the
undivided interests of the funding entities in those receivables, and
collections might not be sufficient to pay the subordinated notes. The program
may be terminated if either of the following events occurs:
1) all of the originators cease to maintain their required fixed charge
coverage ratio and debt to capital (leverage) ratio;
2) the delinquency ratio (delinquent for 31 days) for the sold
receivables, the default ratio (delinquent for 91 days or
deemed uncollectible), the dilution ratio (reductions for discounts,
disputes and other allowances) or the days collection outstanding
ratio exceed stated thresholds and the funding entities do not waive
such event of termination. The thresholds apply to the entire
portfolio of sold receivables, not separately to the receivables of
each originator.
The delinquency and dilution ratios exceeded the relevant thresholds
during the first four months of 2003, but waivers were granted. These ratios
were affected by issues related to the transition to competition. Certain
billing and collection delays arose due to implementation of new systems and
processes within TXU Energy and ERCOT for clearing customers' switching and
billing data. The billing delays have been largely resolved. Strengthened credit
and collection policies and practices have brought the ratios into consistent
compliance with the program requirement.
Under terms of the receivables sale program, all the originators are
required to maintain specified fixed charge coverage and leverage ratios (or
supply a parent guarantor that meets the ratio requirements). The failure by an
originator or its parent guarantor, if any, to maintain the specified financial
ratios would prevent that originator from selling its accounts receivable under
the program. If all the originators and the parent guarantor, if any, fail to
maintain the specified financial ratios so that there are no eligible
originators, the facility would terminate.
9
Long-Term Debt -- At March 31, 2004 and December 31, 2003, the long-term
debt of US Holdings and its consolidated subsidiaries consisted of the
following:
March 31, December 31,
2004 2003
-------- ------------
TXU Energy
----------
Pollution Control Revenue Bonds:
Brazos River Authority:
3.000% Fixed Series 1994A due May 1, 2029, remarketing date May 1, 2005(a)....... $ 39 $ 39
5.400% Fixed Series 1994B due May 1, 2029, remarketing date May 1, 2006(a)....... 39 39
5.400% Fixed Series 1995A due April 1, 2030, remarketing date May 1, 2006(a)..... 50 50
5.050% Fixed Series 1995B due June 1, 2030, remarketing date June 19, 2006(a).... 118 118
7.700% Fixed Series 1999A due April 1, 2033...................................... 111 111
6.750% Fixed Series 1999B due September 1, 2034, remarketing date April 1,
2013(a).......................................................................... 16 16
7.700% Fixed Series 1999C due March 1, 2032...................................... 50 50
4.950% Fixed Series 2001A due October 1, 2030, remarketing date April 1, 2004(a). 121 121
4.750% Fixed Series 2001B due May 1, 2029, remarketing date November 1, 2006(a).. 19 19
5.750% Fixed Series 2001C due May 1, 2036, remarketing date November 1, 2011(a).. 274 274
1.100% Floating Series 2001D due May 1, 2033..................................... 271 271
1.110% Floating Taxable Series 2001I due December 1, 2036(b)..................... 63 63
1.120% Floating Series 2002A due May 1, 2037(b).................................. 61 61
6.750% Fixed Series 2003A due April 1, 2038, remarketing date April 1, 2013(a)... 44 44
6.300% Fixed Series 2003B due July 1, 2032....................................... 39 39
6.750% Fixed Series 2003C due October 1, 2038.................................... 72 72
5.400% Fixed Series 2003D due October 1, 2029, remarketing date October 1,
2014(a).......................................................................... 31 31
Sabine River Authority of Texas:
6.450% Fixed Series 2000A due June 1, 2021....................................... 51 51
5.500% Fixed Series 2001A due May 1, 2022, remarketing date November 1, 2011(a).. 91 91
5.750% Fixed Series 2001B due May 1, 2030, remarketing date November 1, 2011(a).. 107 107
5.800% Fixed Series 2003A due July 1, 2022....................................... 12 12
6.150% Fixed Series 2003B due August 1, 2022..................................... 45 45
Trinity River Authority of Texas:
6.250% Fixed Series 2000A due May 1, 2028........................................ 14 14
5.000% Fixed Series 2001A due May 1, 2027, remarketing date November 1, 2006(a).. 37 37
Other:
6.875% Fixed Senior Notes - TXU Mining due August 1, 2005........................ 30 30
6.125% Fixed Senior Notes due March 15, 2008..................................... 250 250
7.000% Fixed Senior Notes due March 15, 2013(c).................................. 1,000 1,000
Capital lease obligations........................................................ 12 13
Other............................................................................ 2 8
Fair value adjustments related to interest rate swaps............................ 22 11
Unamortized discount............................................................. -- (2)
------- ------
Total TXU Energy ............................................................ 3,091 3,085
Oncor
- -----
8.250% Fixed First Mortgage Bonds due April 1, 2004.............................. 100 100
6.250% Fixed First Mortgage Bonds due October 1, 2004............................ 121 121
6.750% Fixed First Mortgage Bonds due July 1, 2005............................... 92 92
7.625% Fixed First Mortgage Bonds due July 1, 2025............................... 215 215
7.375% Fixed First Mortgage Bonds due October 1, 2025............................ 178 178
6.375% Fixed Senior Secured Notes due May 1, 2012................................ 700 700
7.000% Fixed Senior Secured Notes due May 1, 2032................................ 500 500
6.375% Fixed Senior Secured Notes due January 15, 2015........................... 500 500
7.250% Fixed Senior Secured Notes due January 15, 2033........................... 350 350
5.000% Fixed Debentures due September 1, 2007.................................... 200 200
7.000% Fixed Debentures due September 1, 2022.................................... 800 800
Unamortized discount............................................................. (26) (30)
10
March 31, December 31,
2004 2003
-------- ------------
TXU Electric Delivery Transition Bond Company LLC (e)
- ------------------------------------------------------
2.260% Fixed Series 2003 Bonds due in bi-annual installments through
February 15, 2007.............................................................. 95 103
4.030% Fixed Series 2003 Bonds due in bi-annual installments through
February 15, 2010.............................................................. 122 122
4.950% Fixed Series 2003 Bonds due in bi-annual installments through
February 15, 2013.............................................................. 130 130
5.420% Fixed Series 2003 Bonds due in bi-annual installments through
August 15, 2015................................................................ 145 145
------- -------
Total Oncor.................................................................. 4,222 4,226
US Holdings
- -----------
7.170% Fixed Senior Debentures due August 1, 2007................................ 10 10
9.580% Fixed Notes due in bi-annual installments through December 4, 2019........ 70 70
8.254% Fixed Notes due in quarterly installments through December 31, 2021....... 65 66
1.910% Floating Rate Junior Subordinated Debentures, Series D due January 30,
2037(d).......................................................................... 1 1
8.175% Fixed Junior Subordinated Debentures, Series E due January 30, 2037....... 8 8
------- -------
Total US Holdings ........................................................... 154 155
Total US Holdings consolidated...................................................... 7,467 7,466
Less amount due currently........................................................... 261 249
------- -------
Total long-term debt................................................................ $ 7,206 $ 7,217
======= =======
- -----------------
(a) These series are in the multiannual mode and are subject to mandatory
tender prior to maturity on the mandatory remarketing date. On such date,
the interest rate and interest rate period will be reset for the bonds.
(b) Interest rates in effect at March 31, 2004. These series are in a
flexible or weekly rate mode and are classified as long-term as they are
supported by long-term irrevocable letters of credit. Series in the
flexible mode will be remarketed for periods of less than 270 days.
(c) Interest rates swapped to floating on $100 million principal amount.
(d) Interest rates in effect at March 31, 2004.
(e) These bonds are nonrecourse to Oncor.
In April 2004, the Brazos River Authority Series 2001A pollution control
revenue bonds (aggregate principal amount of $121 million) were repurchased upon
mandatory tender and will be remarketed.
Fair Value Hedges -- In March 2004, fixed-to-variable interest rate swaps
related to $400 million of debt were settled for a gain of $18 million ($12
million in cash received as of March 31, 2004). The gain will be amortized to
offset interest expense over the remaining life of the debt.
Transactions in April 2004 included settlement of fixed-to-variable
interest rate swaps related to $100 million of debt for a gain of $3.5 million,
which will be amortized over the remaining life of the debt, and the effective
conversion of $750 million of fixed rate debt to variable rates through swaps
expiring through 2013.
Exchangeable Preferred Membership Interests of TXU Energy -- In July 2003,
TXU Energy exercised its right to exchange its $750 million 9% Exchangeable
Subordinated Notes issued in November 2002 and due November 2012 for
exchangeable preferred membership interests with identical economic and other
terms. The preferred membership interests bear distributions at the annual rate
of 9% and permit the deferral of such distributions. The preferred membership
interests may be exchanged at the option of the holders, subject to certain
restrictions, at any time for up to approximately 57 million shares of TXU Corp.
common stock at an exchange price of $13.1242 per share. The number of shares of
TXU Corp. common stock that may be issuable upon the exercise of the exchange
right is determined by dividing the aggregate liquidation value of preferred
membership interests to be exchanged by the exchange price. The exchange price
and the number of shares to be issued are subject to anti-dilution adjustments.
At issuance of the notes that were exchanged for the preferred membership
interests, TXU Energy recognized a capital contribution from TXU Corp. and a
corresponding discount on the securities of $266 million, which represented the
value of the exchange right as TXU Corp. granted an irrevocable right to
exchange the securities for TXU Corp. common stock. This discount is being
amortized to interest expense and related charges over the term of the
securities. As a result, the effective distribution rate on the preferred
membership interests is 16.2%. On April 26, 2004, TXU Corp. repurchased these
securities as discussed in Note 1 to Financial Statements.
11
5. SHAREHOLDERS' EQUITY
At March 31, 2004, US Holdings had 379,000 shares of cumulative, preferred
stock without par value outstanding with dividend rates ranging from $4.00 to
$5.08 per share. The preferred stock can be redeemed at prices ranging from
$101.70 per share to $112.00 per share. The preferred stock is not mandatorily
redeemable.
The holders of preferred stock of US Holdings have no voting rights except
for changes to the articles of incorporation that would change the rights or
preferences of such stock, authorize additional shares of stock or create an
equal or superior class of stock. They have the right to vote for the election
of directors only if certain dividend arrearages exist.
The legal form of cash distributions to TXU Corp. has been both common
stock repurchases and the payment of dividends. For accounting purposes, the
cash distributions in the form of share repurchases are recorded as a return of
capital.
Certain debt instruments and preferred securities of US Holdings contain
provisions that restrict payment of dividends during any interest or
distribution payment deferral period or while any payment default exists. An
Oncor mortgage restricts the payment of dividends to the amount of Oncor's
retained earnings. At March 31, 2004, US Holdings was in compliance with these
provisions.
US Holdings declared a cash dividend of $212 million to TXU Corp. in
November 2003 which was paid in January 2004. On February 23, 2004, US Holdings
declared a dividend of $212.5 million payable to TXU Corp. on April 1, 2004.
6. CONTINGENCIES
Request from CFTC - In October 2003, TXU Corp. received an informal
request for information from the US Commodity Futures Trading Commission (CFTC)
seeking voluntary production of information concerning disclosure of price and
volume information furnished by TXU Portfolio Management to energy industry
publications. The request seeks information for the period from January 1, 1999
to October 2003. TXU Corp. has cooperated with the CFTC, and is in the process
of completing its response to such information request. TXU Corp. believes that
TXU Portfolio Management has not engaged in any reporting of price or volume
information that would in any way justify any action by the CFTC.
In a similar, but unrelated matter, on April 13, 2004, the CFTC issued a
subpoena requiring TXU Corp. to produce information about storage of natural
gas, including TXU Corp.'s weekly and monthly storage report submissions to the
Energy Information Administration. This request seeks information for the period
of October 31, 2003 through January 2, 2004. TXU Corp. intends to cooperate with
the CFTC, and believes that TXU Gas and TXU Fuel Company have not engaged in any
activity that would justify action by the CFTC.
Guarantees -- US Holdings has entered into contracts that contain
guarantees to outside parties that could require performance or payment under
certain conditions. These guarantees have been grouped based on similar
characteristics and are described in detail below.
Project development guarantees -- In 1990, US Holdings repurchased an
electric co-op's minority ownership interest in the Comanche Peak nuclear
generation plant and assumed the co-op's indebtedness to the US government for
the facilities. US Holdings is making principal and interest payments to the
co-op in an amount sufficient for the co-op to make payments on its
indebtedness. US Holdings guaranteed the co-op's payments, and in the event that
the co-op fails to make its payments on the indebtedness, the US government
would assume the co-op's rights under the agreement, and such payments would
then be owed directly by US Holdings. At March 31, 2004, the balance of the
indebtedness was $136 million with maturities of principal and interest
extending to December 2021. The indebtedness is secured by a lien on the
purchased facilities.
12
Residual value guarantees in operating leases -- US Holdings is the lessee
under various operating leases, entered into prior to January 1, 2003 that
obligate it to guarantee the residual values of the leased facilities. At March
31, 2004, the aggregate maximum amount of residual values guaranteed was
approximately $257 million with an estimated residual recovery of approximately
$155 million. The average life of the lease portfolio is approximately eight
years.
Debt obligations of the parent-- TXU Energy has provided a guarantee of
the obligations under TXU Corp.'s finance lease (approximately $125 million at
March 31, 2004) for its headquarters building.
Shared saving guarantees -- As part of the operations of the strategic
retail services business, that TXU Energy intends to sell (see Note 3), TXU
Energy has guaranteed that certain customers will realize specified annual
savings resulting from energy management services it has provided. In aggregate,
the average annual savings have exceeded the annual savings guaranteed. The
maximum potential annual payout is approximately $8 million and the maximum
total potential payout is approximately $56 million. No guarantees were issued
during the three months ended March 31, 2004 that required recording a
liability. The fair value of guarantees recorded as of March 31, 2004 was $1.8
million with a maximum potential payout of $42 million. The average remaining
life of the portfolio is approximately nine years. These guarantees will be
transferred or eliminated as part of expected transactions for the sale of the
strategic retail services business.
Letters of credit -- TXU Energy has entered into various agreements that
require letters of credit for financial assurance purposes. Approximately $403
million of letters of credit were outstanding at March 31, 2004 to support
existing floating rate pollution control revenue bond debt of approximately $395
million. The letters of credit are available to fund the payment of such debt
obligations. These letters of credit have expiration dates through 2008.
US Holdings has outstanding letters of credit in the amount of $12 million
for miscellaneous credit support requirements. Although the average life of the
letters of credit is for approximately one year, the obligation to provide
guarantees is ongoing.
TXU Energy has outstanding letters of credit in the amount of $33 million
to support hedging and risk management margin requirements in the normal course
of business. As of March 31, 2004, approximately 82% of the obligations
supported by these letters of credit mature within one year, and substantially
all of the remainder mature in the next six years.
Surety bonds -- US Holdings has outstanding surety bonds of approximately
$52 million to support performance under various subsidiary contracts and legal
obligations in the normal course of business. The term of the surety bond
obligations is approximately one year.
Other -- US Holdings has entered into contracts with public agencies to
purchase cooling water for use in the generation of electric energy and has
agreed, in effect, to guarantee the principal, $12 million at March 31, 2004,
and interest on bonds issued by the agencies to finance the reservoirs from
which the water is supplied. The bonds mature at various dates through 2011 and
have interest rates ranging from 5.50% to 7%. US Holdings is required to make
periodic payments equal to such principal and interest, including amounts
assumed by a third party and reimbursed to US Holdings. In addition, US Holdings
is obligated to pay certain variable costs of operating and maintaining the
reservoirs. US Holdings has assigned to a municipality all its contract rights
and obligations in connection with $8 million remaining principal amount of
bonds at March 31, 2004, issued for similar purposes, which had previously been
guaranteed by US Holdings. US Holdings is, however, contingently liable in the
event of default by the municipality.
Legal Proceedings - On July 7, 2003, a lawsuit was filed by Texas
Commercial Energy (TCE) in the United States District Court for the Southern
District of Texas, Corpus Christi Division, against TXU Energy and certain of
its subsidiaries, as well as various other wholesale market participants doing
business in ERCOT, claiming generally that defendants engaged in market
manipulation, in violation of antitrust and other laws, primarily during the
period of extreme weather conditions in late February 2003. An amended complaint
was filed in February 2004 that joined additional, unaffiliated defendants.
Three retail electric providers have filed motions for leave to intervene in the
13
action alleging claims substantially identical to TCE's. In addition,
approximately 25 purported former customers of TCE have filed a motion to
intervene in the action alleging claims substantially identical to TCE's, both
on their own behalf and on behalf of a putative class of all former customers of
TCE. A hearing on these motions is scheduled for May 20, 2004. US Holdings
believes that it has not committed any violation of the antitrust laws and the
Commission's investigation of the market conditions in late February 2003 has
not resulted in any findings adverse to TXU Energy. Accordingly, US Holdings
believes that TCE's and the interveners' claims against TXU Energy and its
subsidiary companies are without merit and TXU Energy and its subsidiaries
intend to vigorously defend the lawsuit. US Holdings is unable to estimate any
possible loss or predict the outcome of this action.
On April 28, 2003, a lawsuit was filed by a former employee of TXU
Portfolio Management in the United States District Court for the Northern
District of Texas, Dallas Division, against TXU Corp., TXU Energy and TXU
Portfolio Management. Plaintiff asserts claims under Section 806 of
Sarbanes-Oxley arising from plaintiff's employment termination and claims for
breach of contract relating to payment of certain bonuses. Plaintiff seeks back
pay, payment of bonuses and alternatively, reinstatement or future compensation,
including bonuses. TXU Corp. believes the plaintiff's claims are without merit.
The plaintiff was terminated as the result of a reduction in force, not as a
reaction to any concerns the plaintiff had expressed, and plaintiff was not in a
position with TXU Portfolio Management such that he had knowledge or information
that would qualify the plaintiff to evaluate TXU Corp.'s financial statements or
assess the adequacy of TXU Corp.'s financial disclosures. Thus, TXU Corp. does
not believe that there is any merit to the plaintiff's claims under
Sarbanes-Oxley. Accordingly, TXU Corp., TXU Energy and TXU Portfolio Management
intend to vigorously defend the litigation. While TXU Corp., TXU Energy and TXU
Portfolio Management dispute the plaintiff's claims, they are unable to predict
the outcome of this litigation or the possible loss in the event of an adverse
judgment.
On March 10, 2003, a lawsuit was filed by Kimberly P. Killebrew in the
United States District Court for the Eastern District of Texas, Lufkin Division,
against TXU Corp. and TXU Portfolio Management, asserting generally that
defendants engaged in manipulation of the wholesale electric market, in
violation of antitrust and other laws. This case was transferred to the Beaumont
Division of the Eastern District of Texas and subsequently transferred on March
24, 2004 to the Northern District of Texas, Dallas Division. This action is
brought by an individual, alleged to be a retail consumer of electricity, on
behalf of herself and as a proposed representative of a putative class of retail
purchasers of electricity that are similarly situated. On September 15, 2003,
defendants filed a motion to dismiss the lawsuit which is pending before the
court. TXU Corp. believes that the plaintiff lacks standing to assert any
antitrust claims against TXU Corp. or TXU Portfolio Management, and that
defendants have not violated antitrust laws or other laws as claimed by the
plaintiff. Therefore, TXU Corp. believes that plaintiff's claims are without
merit and plans to vigorously defend the lawsuit. TXU Corp. is unable to
estimate any possible loss or predict the outcome of this action.
General -- In addition to the above, US Holdings and its subsidiaries are
involved in various other legal and administrative proceedings in the normal
course of business the ultimate resolution of which, in the opinion of each,
should not have a material effect upon their financial position, results of
operations or cash flows.
7. SEGMENT INFORMATION
US Holdings has two reportable business segments: TXU Energy and Oncor.
TXU Energy - consists of operations, which are principally in the
competitive Texas market, involving power production (electricity generation),
retail and wholesale energy sales and portfolio management, which includes
hedging and risk management activities.
Oncor - consists of operations, which are largely regulated, involving the
transmission and distribution of electricity in Texas.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. US Holdings evaluates
performance based on income from continuing operations before extraordinary
items and cumulative effect of changes in accounting principles. US Holdings
accounts for intersegment sales and transfers as if the sales or transfers were
to third parties, that is, at current market prices.
14
The business segments provide services or sell products to each other.
Such sales are made at prices comparable with those received from nonaffiliated
customers for similar products or services. No customer provided more than 10%
of consolidated revenues.
Three Months Ended
March 31,
--------------------
2004 2003
------ ------
Operating revenues:
TXU Energy........................................................ $ 1,964 $1,791
Oncor............................................................. 523 506
Eliminations...................................................... (352) (380)
-------- -------
Consolidated................................................... $ 2,135 $1,917
======= ======
Regulated revenues included in operating revenues:
TXU Energy ....................................................... $ - $ -
Oncor............................................................. 523 506
Eliminations...................................................... (349) (377)
-------- -------
Consolidated................................................... $ 174 $ 129
======= ======
Affiliated revenues included in operating revenues:
TXU Energy ....................................................... $ 3 $ 3
Oncor ............................................................ 349 377
Eliminations...................................................... (352) (380)
-------- -------
Consolidated................................................... $ - $ -
======= ======
Income from continuing operations before cumulative effect of changes
in accounting principles:
TXU Energy ....................................................... $ 117 $ 34
Oncor............................................................. 66 61
Other............................................................. (5) (7)
-------- -------
Consolidated................................................... $ 178 $ 88
======= ======
15
8. SUPPLEMENTARY FINANCIAL INFORMATION
Regulated Versus Unregulated Operations --
Three Months Ended
March 31,
-------------------
2004 2003
------ ------
Operating revenues:
Regulated...................................................................... $ 523 $ 506
Unregulated.................................................................... 1,964 1,791
Intercompany sales eliminations - regulated.................................... (349) (377)
Intercompany sales eliminations - unregulated ................................. (3) (3)
------ -------
Total operating revenues.................................................. 2,135 1,917
----- ------
Costs and operating expenses:
Cost of energy sold and delivery fees - unregulated*........................... 910 837
Operating costs - regulated.................................................... 175 173
Operating costs - unregulated.................................................. 168 182
Depreciation and amortization - regulated...................................... 87 69
Depreciation and amortization - unregulated.................................... 98 113
Selling, general and administrative expenses - regulated....................... 48 49
Selling, general and administrative expenses - unregulated..................... 144 142
Franchise and revenue-based taxes - regulated.................................. 59 60
Franchise and revenue-based taxes - unregulated................................ 26 33
Other income................................................................... (2) (9)
Other deductions............................................................... 19 1
Interest income................................................................ (1) (5)
Interest expense and related charges........................................... 145 151
----- ------
Total costs and expenses.................................................. 1,876 1,796
----- ------
Income from continuing operations before income taxes and
cumulative effect of changes in accounting principles.......................... $ 259 $ 121
===== ======
--------------
*Includes cost of fuel consumed of $221 million and $413 million for
the three months ended March 31, 2004 and 2003, respectively. The
balance in each period represents energy purchased for resale and
delivery fees.
The operations of the TXU Energy segment are included above as
unregulated, as the Texas market is open to competition. However, retail pricing
to residential customers in its historical service territory continues to be
subject to transitional regulatory provisions.
Other Income and Deductions --
Three Months Ended
March 31,
-------------------
2004 2003
------ ------
Other income:
Net gain on sale of businesses.................................................. $ 1 $ 6
Allowance for funds used during construction.................................... - 1
Other........................................................................... 1 2
---- ----
Total other income......................................................... $ 2 $ 9
==== ====
Other deductions:
Employee severance and asset writedowns related to performance improvement
plan.......................................................................... $ 17 $ -
Expenses related to canceled construction projects.............................. 2 1
---- ----
Total other deductions..................................................... $ 19 $ 1
==== ====
16
Interest Expense and Related Charges --
Three Months
Ended March 31,
-------------------
2004 2003
------ ------
Interest (a)..................................................................... $ 123 $ 146
Distributions on preferred membership interest in TXU Energy (a)................. 17 -
Amortization of debt discounts, premiums and issuance cost....................... 8 8
Allowance for borrowed funds used during construction
and capitalized interest...................................................... (3) (3)
------- -------
Total interest expense and related charges................................. $ 145 $ 151
====== ======
(a) Included in interest for the three months ended March 31, 2003 is $17
million related to the exchangeable subordinated notes that were exchanged
for preferred membership interests in July 2003.
Retirement Plan And Other Postretirement Benefits - US Holdings is a
participating employer in the TXU Retirement Plan, a defined benefit pension
plan sponsored by TXU Corp. US Holdings also participates with TXU Corp. and
other affiliated subsidiaries of TXU Corp. to offer health care and life
insurance benefits to eligible employees and their eligible dependents upon the
retirement of such employees. The allocated net periodic pension cost and net
periodic postretirement benefits cost other than pensions applicable to US
Holdings were $30 million and $27 million for the three months ended March 31,
2004 and 2003, respectively.
At March 31, 2004, US Holdings estimates that its total contributions to
the pension plan and other postretirement benefit plans for the remainder of
2004 will not be materially different than previously disclosed in the 2003 Form
10-K.
Regulatory Assets and Liabilities --
March 31, December 31,
2004 2003
----------- ------------
Regulatory Assets
Generation-related regulatory assets recoverable by securitization bonds.... $1,644 $1,654
Securities reacquisition costs.............................................. 123 121
Recoverable deferred income taxes-- net..................................... 97 96
Other regulatory assets..................................................... 94 95
----- -----
Total regulatory assets................................................. 1,958 1,966
Regulatory Liabilities
Investment tax credit and protected excess deferred taxes................... 86 88
Over-collection of transition bond (securitization) revenues................ 9 6
----- -----
Total regulatory liabilities............................................ 95 94
----- -----
Net regulatory assets................................................. $1,863 $1,872
====== ======
Included in net regulatory assets are assets of $121 million at March 31,
2004 and December 31, 2003 that are earning a return. The regulatory assets,
other than those subject to securitization, have a remaining recovery period of
15 to 47 years.
Included in other regulatory assets as of March 31, 2004 was $29 million
related to nuclear decommissioning liabilities.
Restricted Cash -- At March 31, 2004, TXU Electric Delivery Transition
Bond Company LLC had $9 million of restricted cash, representing collections
from customers that secure its securitization bonds and may be used to service
its debt and pay its expenses.
17
Affiliate Transactions -- The following represent significant affiliate
transactions of US Holdings:
o Average daily short-term advances from affiliates during the first
three months of 2004 and 2003 were $474 million and $869 million,
respectively, and interest expense incurred on the advances was $3
million and $5 million, respectively. The average interest rate was
2.86% and 2.33% for the first three months of 2004 and 2003,
respectively.
o TXU Business Services charges US Holdings for certain financial,
accounting, information technology, environmental, procurement and
personnel services and other administrative services at cost. For the
first three months of 2004 and 2003, these costs totaled $79 million
and $89 million, respectively, and are included in SG&A expenses.
o US Holdings charges TXU Gas for customer and administrative services.
For the first three months of 2004 and 2003, these charges totaled $12
million and $15 million, respectively, and are largely reported as a
reduction in operation and maintenance expenses.
Accounts Receivable -- At March 31, 2004 and December 31, 2003, accounts
receivable of $1.0 billion are stated net of allowance for uncollectible
accounts of $46 million and $53 million, respectively. During the three months
ended March 31, 2004, bad debt expense was $26 million, account write-offs were
$41 million and other activity decreased the allowance for uncollectible
accounts by $8 million. During the three months ended March 31, 2003, bad debt
expense was $12 million, account write-offs were $12 million and other activity
decreased the allowance for uncollectible accounts by $5 million. Allowances
related to receivables sold are reported in current liabilities and totaled $32
million and $40 million at March 31, 2004 and December 31, 2003, respectively.
Accounts receivable included $366 million and $411 million of unbilled
revenues at March 31, 2004 and December 31, 2003, respectively.
Intangible Assets -- Intangible assets other than goodwill are comprised
of the following:
As of March 31, 2004 As of December 31, 2003
------------------------------- ----------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Net Amount Amortization Net
--------- ------------- ----- -------- ------------ -----
Intangible assets subject to amortization
included in property, plant and equipment:
Capitalized software...................... $ 417 $ 204 $ 213 $ 400 $ 184 $ 216
Land easements............................ 179 67 112 176 66 110
Mineral rights and other.................. 31 21 10 31 22 9
----- ----- ----- ----- ----- -----
Total................................... $ 627 $ 292 $ 335 $ 607 $ 272 $ 335
===== ===== ===== ===== ===== =====
Aggregate US Holdings amortization expense for intangible assets for the
three months ended March 31, 2004 and 2003 was $21 million and $15 million,
respectively. At March 31, 2004, the weighted average useful lives of
capitalized software, land easements and mineral rights and other were 6 years,
69 years and 40 years, respectively.
At March 31, 2004 and December 31, 2003, goodwill of $558 million was
stated net of previously recorded accumulated amortization of $67 million.
Commodity Contracts -- At March 31, 2004 and December 31, 2003, current
and noncurrent commodity contract assets, arising largely from mark-to-market
accounting, totaling $1.2 billion and $1.1 billion, respectively, and are stated
net of applicable credit (collection) and performance reserves totaling $19
million and $18 million, respectively. Performance reserves are provided for
direct, incremental costs to settle the contracts. Current and non-current
commodity contract liabilities totaled $1.1 billion and $972 million at March
31, 2004 and December 31, 2003, respectively.
18
Inventories by Major Category --
March 31, December 31,
2004 2003
--------- ------------
Materials and supplies......................................................... $ 255 $ 254
Fuel stock..................................................................... 83 79
Gas stored underground......................................................... 40 83
------ ------
Total inventories.......................................................... $ 378 $ 416
====== ======
Property, Plant and Equipment -- As of March 31, 2004 and December 31,
2003, property, plant and equipment of $16.7 billion is stated net of
accumulated depreciation and amortization of $10.0 billion and $9.9 billion,
respectively.
As of March 31, 2004, substantially all of Oncor's electric utility
property, plant and equipment (with a net book value of $6.4 billion) was
pledged as collateral for Oncor's first mortgage bonds and senior secured notes.
Derivatives and Hedges -- US Holdings experienced net hedge
ineffectiveness of $12 million, reported as a loss in revenues, for the three
months ended March 31, 2004. For the three months ended March 31, 2003, no net
hedge ineffectiveness was reported in revenues. These losses related primarily
to hedges of anticipated power sales.
The net effect of unrealized mark-to-market ineffectiveness accounting,
which includes the above amounts as well as the effect of reversing unrealized
gains and losses recorded in previous periods to offset realized gains and
losses in the current period, totaled $15 million in net losses for the three
months ended March 31, 2004 and $6 million in net gains for the three months
ended March 31, 2003.
As of March 31, 2004, it is expected that $58 million of after-tax net
losses accumulated in other comprehensive income will be reclassified into
earnings during the next twelve months. Of this amount, $51 million relates to
commodities hedges and $7 million relates to financing-related hedges. This
amount represents the projected value of the hedges over the next twelve months
relative to what would be recorded if the hedge transactions had not been
entered into. The amount expected to be reclassified is not a forecasted loss
incremental to normal operations, but rather it demonstrates the extent to which
volatility in earnings and cash flows (which would otherwise exist) is mitigated
through the use of cash flow hedges.
Supplemental Cash Flow Information --
See Note 2 for the effects of adopting SFAS 143, which were noncash in
nature.
19
INDEPENDENT ACCOUNTANTS' REPORT
TXU US Holdings Company:
We have reviewed the accompanying condensed consolidated balance sheet of TXU US
Holdings Company and subsidiaries (US Holdings) as of March 31, 2004, and the
related condensed statements of consolidated income, comprehensive income and
cash flows for the three-month periods ended March 31, 2004 and 2003. These
financial statements are the responsibility of US Holdings' management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit in accordance with
auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of US
Holdings as of December 31, 2003, and the related statements of consolidated
income, comprehensive income, cash flows and shareholders' equity for the year
then ended (not presented herein); and in our report (which includes an
explanatory paragraph related to the rescission of Emerging Issues Task Force
Issue No. 98-10) dated March 11, 2004, we expressed an unqualified opinion on
those consolidated financial statements. In our opinion, the information set
forth in the accompanying condensed consolidated balance sheet as of
December 31, 2003, is fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Dallas, Texas
May 14, 2004
20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
BUSINESS
US Holdings engages in power production (electricity generation), retail
and wholesale sales of electricity and natural gas, and the transmission and
distribution of electricity. In the competitive energy operations, US Holdings
engages in hedging and risk management activities. US Holdings is a company that
conducts its principal operations through TXU Energy and Oncor.
US Holdings has two reportable segments: TXU Energy and Oncor. (See Note 7
to Financial Statements for further information concerning reportable business
segments.
TXU Corp. is considering various alternatives in evaluating the results of
operations of TXU Energy, and accordingly expects to disaggregate the business
into two or more business segments effective with reporting for the second
quarter of 2004.
Strategic Initiatives - As previously reported, on February 23, 2004, C.
John Wilder was named president and chief executive of TXU Corp. Mr. Wilder was
formerly executive vice president and chief financial officer of Entergy
Corporation. Mr. Wilder has been reviewing the operations of TXU Corp. and has
formulated certain strategic initiatives and continues to develop others.
Areas to be reviewed include:
o Performance in competitive markets, including profitability in new
markets
o Cost structure, including organizational alignments and headcount
o Management of natural gas price risk and cost effectiveness of the
generation fleet
o Non-core business activities
On April 26, 2004, TXU Corp. announced a series of transactions, as well
as various performance improvement initiatives including:
o TXU Energy agreed to sell the assets of TXU Fuel Company, the gas
transportation subsidiary of TXU Energy, to Energy Transfer Partners,
L.P. for $500 million in cash. As part of the transaction, TXU Energy
will have an eight-year transportation agreement with the new owner to
transport gas to TXU Energy's generation plants. The transaction is
expected to close on June 1, 2004, subject to review under the
Hart-Scott-Rodino Act. The estimated pre-tax gain related on the sale
is approximately $390 million, which is expected to be recognized over
eight years.
o On April 26, 2004, TXU Corp. purchased from the holders all $750
million outstanding principal amount of TXU Energy's Exchangeable
Preferred Membership Interests. US Holdings' carrying amount of the
security, which remains outstanding, is the $750 million principal
amount less an approximate $249 million remaining unamortized discount.
o US Holdings anticipates performance improvements as a result of various
strategic initiatives, including reduced administrative support costs,
increased base load (nuclear and coal-fired) generation plant output
and improved operating results in markets outside the historical
service territory. Management preliminarily estimates the
implementation of these strategic initiatives will result in unusual
charges of approximately $350 million ($228 million after-tax) in 2004,
including costs related to employee severance and asset impairments and
write-offs. These unusual charge amounts are subject to change and
other charges may be identified in the future. In the first quarter
of 2004, TXU Energy recorded a $17 million ($11 million after-tax)
charge, reported in other deductions, consisting of $16 million for
accrued severance benefits and $1 million in asset writedowns related
to these initiatives.
The review of US Holdings' operations and formulation of strategic
initiatives is ongoing. The phases of the plan expected to result in the unusual
charges discussed above are anticipated to be largely completed within one year.
21
Upon completion of each phase of the plan, US Holdings expects to fully describe
the actions intended to improve the financial performance of its operations. In
addition to the strategic initiatives described above and in "Facility Closings"
below, other new strategic initiatives are expected to be undertaken, which
could materially affect US Holdings' financial results.
On March 29, 2004, TXU Energy announced it will permanently retire eight
gas-fired operating units due to electric industry market conditions in Texas.
TXU Energy will also temporarily close four other gas-fired units and place them
under evaluation for retirement. The 12 units represent a total of 1,471 MW, or
more than 13 percent, of TXU Energy's gas-fired generation capacity in Texas. A
majority of the 12 units were designated as "peaking units" and operated only
during the summer for many years and have operated only sparingly during the
last two years. Most of the units were built in the 1950s. TXU Energy also
determined that it will close its Winfield North Monticello lignite mine in
Texas later this year as it is no longer economical to operate. The mine closure
will result in the need to purchase coal to fuel the adjacent generation
facility. A total charge of $8 million ($5 million after-tax) was recorded in
the first quarter for production employee severance costs and impairments
related to the various facility closures.
Discontinued Businesses - In December 2003, TXU Energy finalized a formal
plan to sell its strategic retail services business, which is engaged
principally in providing energy management services.
The consolidated financial statements for all periods presented reflect
the reclassification of the results of this business (for the periods it was
consolidated) as discontinued operations.
See Note 3 to Financial Statements for more detailed information about
discontinued operations.
Issuance of Securitization Bonds -- Upon issuance of the remaining $790
million in securitization bonds, expected in the second quarter of 2004, under a
financing order issued by the Commission, US Holdings expects to record an
estimated extraordinary gain of approximately $10 million after-tax. The gain
would arise because of an increase in the carrying value of the regulatory asset
subject to securitization due to the effect of higher interest rates on amounts
to be recovered from REPs through delivery fee surcharges.
RESULTS OF OPERATIONS
All dollar amounts in Management's Discussion and Analysis of Financial
Condition and Results of Operations and the tables therein are stated in
millions of US dollars unless otherwise indicated.
The results of operations and the related management's discussion of those
results for all periods presented reflect the discontinuance of certain
operations of US Holdings (see Note 3 to Financial Statements regarding
discontinued operations).
Consolidated US Holdings
- ------------------------
Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003
- -------------------------------------------------------------------------------
Reference is made to comparisons of results by business segment following
the discussion of consolidated results presented below. The business segment
comparisons provide additional detail and quantification of items affecting
financial results.
US Holdings' operating revenues increased $218 million, or 11%, to $2.1
billion in 2004. Operating revenues rose $173 million, or 10%, to $2.0 billion
in the TXU Energy segment reflecting higher retail and wholesale pricing,
partially offset by the effect of a mix shift to lower-price wholesale sales.
Revenues in the Oncor segment increased $17 million, or 3%, to $523 million
reflecting increased electricity transmission and distribution tariffs and
higher disconnect/reconnect fees, partially offset by lower volumes delivered.
Consolidated revenue growth also reflected a $28 million reduction in the
intercompany sales elimination, primarily reflecting lower sales by Oncor to TXU
Energy as sales to nonaffiliated REPs increased.
22
Net results from hedging and risk management activities, which are
reported in revenues and include both realized and unrealized gains and losses
declined $93 million to a net loss of $12 million in 2004. Changes in these
results reflect market price movements on commodity positions held to hedge
gross margin; the comparison to 2003 also reflects a decline of $18 million due
to a favorable settlement with a counterparty in 2003. Results from these
activities include net unrealized losses arising from mark-to-market accounting
of $18 million in 2004 and $17 million in 2003.
Gross Margin
Three Months Ended
March 31,
------------------------------------------------
% of % of
2004 Revenue 2003 Revenue
---- ------- ---- -------
Operating revenues..................................... $ 2,135 100% $ 1,917 100%
Costs and expenses:
Cost of energy sold and delivery fees............. 910 43% 837 44%
Operating costs................................... 343 16% 355 18%
Depreciation and amortization related to operating
assets........................................ 166 8% 168 9%
------- ----- ------- ------
Gross margin........................................... $ 716 33% $ 557 29%
======= ===== ======= ======
Gross margin is considered a key operating metric as it measures the
effect of changes in sales volumes and pricing versus the variable and fixed
costs of energy sold, whether generated or purchased, as well as the costs to
deliver energy.
The depreciation and amortization expense included in gross margin
excludes $19 million and $14 million of such expense for the three months ended
March 31, 2004 and 2003, respectively, related to assets that are not directly
used in the generation and delivery of energy.
Gross margin increased $159 million, or 29%, to $716 million in 2004. The
TXU Energy segment's gross margin increased $162 million, or 56%, to $452
million reflecting higher sale prices, which were partially offset by the effect
of lower results from hedging and risk management activities and more effective
management of gas-fired generation versus purchased power supply sou