In early March 2003, TXU Energy issued $1.25 billion aggregate principal amount of senior unsecured notes in two series in a private placement with registration rights. One series of $250 million is due March 15, 2008, and bears interest at the annual rate of 6.125%, and the other series of $1 billion is due March 15, 2013, and bears interest at the annual rate of 7%. Net proceeds from the issuance will be used for general corporate purposes, including the repayment of advances from affiliates.

See Notes 6, 7, 8 and 10 to Financial Statements for further detail of debt issuance and retirements, financing arrangements, trust securities and capitalization.

At December 31, 2002, TXU Corp. had credit facilities (some of which provide for long-term borrowings) as follows:

AT DECEMBER 31, 2002
Facility Letters of Cash
Facility Expiration Date Authorized Borrowers Limit Credit Borrowings Availability
364-Day Revolving Credit Facility April 2003 US Holdings, TXU
    Energy, Oncor $1,000 $121 $879 $—
364-Day Senior Secured Credit Facility December 2003 Oncor 150 — — 150
Five-Year Revolving Credit Facility February 2005 US Holdings 1,400 473 927 —
Three-Year Revolving Credit Facility May 2005 TXU Corp. 500 — 500 —
    Total US $3,050 $594 $2,306 $150


Senior Facility		 October 2004 TXU Australia $989 $— $871 $118
Working Capital Facility October 2003 TXU Australia 56 — — 56
Standby Facility (a) December 2003 TXU Australia 18 — — —
    Total Australia $1,063 $— $871 $174


(a) Supports commercial paper borrowings, which were $18 million at December 31, 2002.

In October 2002, US Holdings, Oncor and TXU Energy borrowed approximately $2.6 billion in cash against their available credit facilities, the total of which represented the remaining availability after $549 million was used to support outstanding letters of credit. These funds and other available cash were used, in part, to repay outstanding commercial paper upon maturity. As of December 31, 2002, these facilities were fully drawn and were reflected in notes payable-banks on the balance sheet. Excess cash of approximately $1.6 billion at December 31, 2002, has been invested in liquid short-term marketable securities earning current market rates. These funds will be used to repay debt as it matures and meet other working capital requirements until such time as the commercial paper market becomes accessible.

In January 2003, TXU Australia extended its $56 million (A$99 million) working capital facilities to October 2003. At December 31, 2002, the facility was fully available for future borrowings.

In October 2002, Oncor entered into a commitment for a secured credit facility of up to $1 billion. The facility was intended to fund interim refinancings of approximately $700 million of maturing secured debt should market conditions not support a timely, cost effective refinancing. The balance was to be available for general corporate purposes at Oncor. In December 2002, Oncor issued $850 million senior secured notes, reducing the commitment to $150 million. Oncor subsequently converted the commitment to a $150 million secured 364-day credit facility.

In May 2002, TXU Corp. entered into the $500 million three-year revolving credit facility with a group of banks that terminates May 1, 2005. This facility is used for working capital and general corporate purposes.


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