INDEPENDENT AUDITOR’S REPORT To the Shareholders of TXU Corp.: We have audited the consolidated balance sheets of TXU Corp. and subsidiaries (the Company) as of December 31, 2001 and 2000, and the related statements of consolidated income, comprehensive income, cash flows, and shareholders’ equity for each of the three years in the period ended December 31, 2001. Such consolidated financial statements and our report thereon dated January 31, 2002, expressing an unqualified opinion (which are not included herein), are included in the appendix to the proxy statement for the 2002 Annual Meeting of Shareholders. The accompanying condensed consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on such condensed consolidated financial statements in relation to the complete consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated financial statements of the Company is fairly stated in all material respects in relation to the basic consolidated financial statements from which it has been derived.