SEC FILE NO. 70-7727
and
SEC FILE NO. 70-8593
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CERTIFICATE PURSUANT TO
RULE 24
OF PARTIAL COMPLETION OF
TRANSACTIONS
GPU, Inc.
and
GPU International, Inc.
<PAGE>
- ------------------------------------------
:
In the matter of :
GPU, INC. : Certificate Pursuant
GPU INTERNATIONAL, INC. : to Rule 24 of Partial
: Completion of
: Transactions
SEC File No. 70-7727 :
SEC File No. 70-8593 :
(Public Utility Holding Company Act :
of 1935) :
- ------------------------------------------
TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, GPU, Inc. (GPU) and GPU International, Inc. (GPU
International), hereby certify pursuant to Rule 24 of the Rules and Regulations
under the Public Utility Holding Company Act of 1935 (the Act), that certain of
the transactions proposed in the Applications, as amended, filed in SEC File No.
70-7727 and SEC File No. 70-8593, respectively, have been carried out in
accordance with the Commission's Orders dated December 22, 1997, November 16,
1995, June 14, 1995, December 28, 1994, September 12, 1994, December 18, 1992,
and June 26, 1990 with respect to the transactions proposed in the Application,
as amended, in SEC File No. 70-7727, and the Commission's Orders dated, December
22, 1997, November 5, 1997, March 6, 1996, January 19, 1996 and July 6, 1995
with respect to the transactions proposed in the Application, as amended, in SEC
File No.
70-8593, as follows:
The following is reported in accordance with Supplemental Order dated
November 16, 1995 for SEC File No. 70-7727:
1. Financial Statements
--------------------
A copy of GPU International's unaudited Consolidated Balance Sheet
as of September 30, 1999 and unaudited Consolidated Statement of Operations for
the nine months ended September 30, 1999 will be filed separately under a
request for confidential treatment pursuant to Rule 104(b).
2. Business Activities
-------------------
Project Development
- -------------------
GPU International continued to engage in project development
activities both domestically and internationally.
Project Related Services
- ------------------------
GPU International continued to provide management, administrative
and/or operating services as of September 30, 1999 to the following projects
<PAGE>
(either directly or through subsidiaries), in which GPU International has a
direct or indirect ownership interest:
Project Project Owner Location
------- ------------- --------
Marcal Prime Energy L.P. NJ
Chino OLS Energy- Chino CA
Camarillo OLS Energy- Camarillo CA
Onondaga Onondaga Cogeneration L.P. NY
Lake Lake Cogen L.P. FL
Pasco Pasco Cogen L.P. FL
Syracuse Project Orange Associates L.P. NY
Mid-Georgia Mid-Georgia Cogen, L.P. GA
3. Guarantees which GPU has Agreed to Grant
----------------------------------------
No matters to be reported.
4. Guarantees Issued
-----------------
GPU International or GPU, for the benefit of GPU International, has
obtained the following standby letters of credit which were effective during the
period July 1, 1999 through September 30, 1999:
(a) In December 1998, GPU International entered into an Amended and
Restated Credit Agreement (Credit Agreement) with Citibank, N.A. that provides
for a $30 million credit line which may be drawn in the form of advances or
letters of credit. The aggregate amount of letters of credit outstanding at one
time may not exceed $15 million. GPU has guaranteed GPU International's
outstanding obligations under this Credit Agreement, which expires in December
1999.
As of September 30, 1999, borrowings of $8.5 million were outstanding
under the Credit Agreement.
On February 25, 1998, a letter of credit in the face amount of $5
million was issued under the Credit Agreement to support GPU International's
indemnity obligations under the Partnership Interest Purchase and Sale Agreement
relating to the sale of a 50 percent interest in the Mid-Georgia Cogen, L.P.
(Mid-Georgia) project to a subsidiary of Sonat Energy Services Company (Sonat).
The letter
of credit is scheduled to expire on December 31, 1999.
(b) On June 1, 1999, Mid-Georgia issued a letter of credit to
collateralize certain obligations under its 30-year power purchase agreement
with Georgia Power Company. The letter of credit is scheduled to expire on June
1, 2000 and must be renewed annually by Mid-Georgia during the term of the power
purchase agreement. The letter of credit, which is guaranteed by GPU, had been
initially provided by GPU International on behalf of its 50 percent ownership
interest in Mid-Georgia when the facility commenced commercial operation in June
1998. GPU has a present obligation of $641,500 under the letter of credit, which
escalates to a maximum of $4.5 million and then decreases over the remaining
term of the power purchase agreement.
In addition, the following guarantees were outstanding during the
period July 1, 1999 through September 30, 1999:
<PAGE>
(a) On September 1, 1999, GPU guaranteed up to $21.3 million in
connection with the conversion of a construction loan to a term loan for the
Termobarranquilla (TEBSA) project in Colombia. This guarantee expires four years
after the loan conversion date (September 2003).
(b) GPU International has guaranteed the obligations of GPUI Colombia
Ltd., and International Power Advisors, Inc. (the Operators), both of which are
subsidiaries of GPU Power, Inc. (GPU Power), which is a wholly-owned subsidiary
of GPU, under the operations and maintenance agreement (O&M Agreement) in the
TEBSA project. The liability of the Operators under the O&M Agreement is limited
to $5 million.
(c) GPU guaranteed payments to General Electric Capital Corporation of
amounts up to the lesser of six months average rent (approximately $8.1 million)
or $10 million, to the extent Lake Cogen, Ltd. fails to pay rent when due under
the terms of the project lease or chooses not to renew the lease after its
initial 11-year term, which expires in August 2004.
(d) GPU International has guaranteed the obligations of its wholly
owned subsidiary, EI Fuels Corporation (EI Fuels), under a Natural Gas
Facilities Agreement (Facilities Agreement) with the City of Warner Robins,
Georgia (the City). Pursuant to the guarantee, GPU International has guaranteed
the payments of EI Fuels to the City of (a) Fixed Monthly Lease Charges and (b)
any and all extensions, renewals, modifications, amendments or substitutions of
the foregoing. The Fixed Monthly Lease Charge is $24,000, subject to reduction
in certain circumstances, for a term of 31 years from June 1, 1998
(approximately $8,928,000). Sonat has assumed 50% of this obligation.
5. Services obtained from associated companies
-------------------------------------------
Services obtained from GPU Service, Inc. consisted of (i)
administrative, internal auditing, legal, accounting and risk management
services; (ii) information services and telecommunications services, and (iii)
pension administration services. The total dollar value of such services
provided to GPU International during the period July 1, 1999 through September
30, 1999 was $508,158.
6. Services provided to associated companies
-----------------------------------------
A description of services provided by GPU International to
associate companies during the period July 1, 1999 through September 30, 1999
will be filed separately under a request for confidential treatment under Rule
104(b).
7. Investments by GPU in Qualifying Facilities, Exempt Wholesale Generators
------------------------------------------------------------------------
and Foreign Utility Companies, and Percentage of Equity Ownership
-----------------------------------------------------------------
Set forth below is a summary of the direct or indirect investments
as defined in SEC Rule 53(a) by GPU, as of September 30, 1999 in qualifying
facilities (QFs), exempt wholesale generators (EWGs) and foreign utility
companies (FUCOs), as well as the percentage of equity ownership.
<PAGE>
<TABLE>
<CAPTION>
GPU's GPU's % Owners not affiliated with GPU
FUCO, Investment Equity ----------------------------------
Associate QF or at 9/30/99 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------ ---- -------------- ------
Qualifying Facilities:
<S> <C> <C> <C> <C> <C>
Prime Energy, QF $10,223 50% Prudential Insurance Domestic
LP Company of America
OLS Energy- Chino QF - 1% Prudential Insurance Domestic
Company of America
Enron Power Marketing,
Inc. Domestic
OLS Energy- QF - 1% Prudential Insurance Domestic
Camarillo Company of America
Enron Power Marketing,
Inc. Domestic
Lake Cogen Ltd. QF 13,694 49.9% Lake Interest Domestic
Holdings Inc.
New Lake Corp. Domestic
Project Orange QF 2,091 4% G.A.S. Orange
Associates, LP Partners, LP Domestic
NCP Syracuse Inc. Domestic
Syracuse Orange
Partners, LP Domestic
Pasco Cogen, Ltd. QF 17,744 49.9% DCC Project Finance Domestic
Ten Inc.
PAS Power Company Domestic
Pasco Int. Holding, Domestic
Inc.
Pasco Project Domestic
Investment
Partnership LP
Aggregate --------
Investment in QFs * $43,752
-------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FUCO, GPU's GPU's % Owners not affiliated with GPU
QF Investment Equity ------------------------------
Associate or at 9/30/99 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------- ---- -------------- ------
Exempt Wholesale Generators and Foreign Utility Companies:
<S> <C> <C> <C> <C> <C>
Mid-Georgia EWG & 13,642 50% Sonat Energy Domestic
Cogen, LP QF Services Company
Selkirk Cogen EWG & 9,070 19% JMC Selkirk, Inc. Domestic
Partners, LP QF Cogen Technologies Domestic
Selkirk GP, Inc.
Cogen Technologies Domestic
Selkirk LP
JMCS I Investors, LP Domestic
NCP Houston EWG 7,698* 100% Not Applicable N/A
Power, Inc.
Onondaga EWG _ 100% Not Applicable N/A
Cogen, LP
NCP Perry, Inc. EWG 11,021 * 100% Not Applicable N/A
Empresa EWG 31,746 50% Cititrust (Bahamas) Foreign
Guaracachi S.A. Limited
Guaracachi EWG 36,580* 100% Not Applicable N/A
America, Inc.
GPU Power, Inc. EWG 104,791* 100% Not Applicable N/A
EI International EWG 727* 100% Not Applicable N/A
GPUI Colombia, EWG 889* 100% Not Applicable N/A
Ltda.
Victoria Electric FUCO 172,971* 100% Not Applicable N/A
Inc.
Midlands FUCO 988,357 100% Not Applicable N/A
Electricity plc
GPU PowerNet FUCO 484,375 100% Not Applicable N/A
Pty. Ltd.
GPU Australia FUCO 326,691* 100% Not Applicable N/A
Holdings, Inc.
</TABLE>
<PAGE>
<TABLE>
FUCO, GPU's GPU's % Owners not affiliated with GPU
QF Investment Equity ------------------------------
Associate or at 9/30/99 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------- ---- -------------- ------
Exempt Wholesale Generators and Foreign Utility Companies (continued):
- ----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Austran Holdings FUCO 257,072* 100% Not Applicable N/A
Inc.
Termobarranquilla EWG 86,100 29% ABB Energy Ventures, Foreign
S.A. Inc.
Lancaster Steel Foreign
Distral Group Foreign
Corp. Electrica Foreign
De la Costa
Atlantica
EI Barranquilla, EWG 28,388* 100% Not Applicable N/A
Inc.
Barranquilla EWG 42,040* 100% Not Applicable N/A
Lease Holdings, Inc.
Los Amigos EWG 12* 100% Not Applicable N/A
Leasing Company, Ltd.
GPU International EWG (426)* 100% Not Applicable N/A
Asia, Inc.
EI Services EWG (88)* 100% Not Applicable N/A
Canada, Ltd.
EI Canada EWG (102)* 100% Not Applicable N/A
Holding, Ltd.
EI Brooklyn EWG (1)* 100% Not Applicable N/A
Investment, Ltd.
EI Brooklyn EWG (8)* 100% Not Applicable N/A
Power, Ltd.
International Power
Advisors, Inc. EWG 819* 100% Not Applicable N/A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FUCO, GPU's GPU's % Owners not affiliated with GPU
QF Investment Equity -------------------------------
Associate or at 9/30/99 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------- ---- -------------- ------
Exempt Wholesale Generators and Foreign Utility Companies (continued):
Empresa
Distribuidora Electrica
<S> <C> <C> <C> <C> <C>
Regional,S.A. FUCO 370,363 100% Not Applicable N/A
GasNet,PTY., Ltd. ** 196,042 100% Not Applicable N/A
---------
Aggregate Investment
in EWGs & FUCOs * $2,179,695
----------
Total Aggregate
Investment in QFs,
EWGs & FUCOs * $2,223,447
----------
(*) GPU's aggregate investment does not include the items shown with asterisks
in order to avoid duplication.
(**) Wholly-owned by a FUCO
As of September 30, 1999, GPU also owned, directly or indirectly, a 100%
interest in each of the following EWGs, in which its aggregate investment did
not exceed $10,000: GPU Power Ireland, Inc.; GPU Power Philippines, Inc.; Austin
Cogeneration Corporation; Austin Cogeneration Partners, L.P.; and Hanover Energy
Corporation.
8. During the period July 1, 1999 through September 30, 1999, there was no
intellectual property provided to GPU International by any associate company, or
provided by GPU International to any associate company.
In accordance with Orders dated July 6, 1995 and March 6, 1996 in SEC
File No. 70-8593, and in addition to the reimbursement agreements described in
item 4 above, the following is reported:
1. Financial Statements
---------------------
A copy of GPU Capital, Inc.'s (GPU Capital) and GPU Power's unaudited
Consolidated Balance Sheets as of September 30, 1999 and unaudited Consolidated
Statements of Operations for the twelve months ended September 30, 1999 will be
filed separately under a request for confidential treatment pursuant to Rule
104(b).
On October 8, 1998, GPU Capital was incorporated to secure financing to
prepay indebtedness of certain subsidiaries of GPU Electric, Inc. (GPU
Electric), and for working capital purposes including investments and
acquisitions. GPU made a capital contribution to GPU Capital of all of the
issued and outstanding common stock of GPU Electric, which then became a
wholly-owned subsidiary of GPU Capital. GPU Capital became a wholly-owned
subsidiary of GPU. The transaction between GPU and GPU Capital was accounted for
in a manner consistent with a transfer of entities under common control.
</TABLE>
<PAGE>
Accordingly, the unaudited Consolidated Statement of Operations of GPU Capital
include the results of operations of GPU Electric as if the transaction had
occurred on October 1, 1998.
GPU Capital and GPU Electric develop, own, operate and fund the
acquisition of electric and gas transmission and distribution systems outside
the United States and will be referred to as "GPU Electric."
2. Investments in Exempt Entities
------------------------------
In May 1996, GPU and Cinergy Corporation (Cinergy) formed Avon Energy
Partners plc (Avon), a wholly-owned subsidiary of Avon Energy Partners Holdings,
Inc. (Holdings). Holdings is a 50/50 joint venture which acquired Midlands, an
English regional electric company. GPU's 50 percent interest in Holdings is held
by EI UK Holdings, Inc. (EI UK), a wholly-owned subsidiary of GPU Electric.
In addition to the amount invested by EI UK, Holdings borrowed
approximately pounds sterling 1.1 billion (U.S. $1.8 billion) through a
non-recourse term loan and revolving credit facility to provide for the balance
of the acquisition price.
In July 1999 GPU Electric acquired Cinergy's 50% ownership interest in
Avon for (pound)452.5 million (approximately US $714 million). Accordingly, GPU
Electric has become the sole owner of Midlands' electric distribution and
contracting businesses as well as independent power plants worldwide totaling
1,163 MW. The acquisition was financed through a US $250 million equity
contribution from GPU, Inc., the issuance of US $50 million of commercial paper
by GPU Capital, and a two-year (pound)245 million (approximately US $382
million) credit agreement entered into by EI UK , of which GPU, Inc. has
guaranteed approximately US $96 million. In July 1999, GPU began accounting for
Midlands as a consolidated entity, rather than under the equity method of
accounting as was previously the practice.
On June 4, 1999, GPU Electric acquired Transmission Pipelines Australia
(TPA), a natural gas transmission business, from the State of Victoria,
Australia for A$1.025 billion (approximately US $675 million). TPA has been
renamed GPU GasNet. The acquisition was financed through an A$750 million
(approximately US $495 million) senior credit facility, which is non-recourse to
GPU, Inc. and an equity contribution from GPU Capital of A$275 million
(approximately US $180 million) provided through the issuance of commercial
paper guaranteed by GPU, Inc.
On March 9, 1999, GPU Electric acquired Empresa Distribuidora Electrica
Regional, S.A. (Emdersa), an Argentine holding company, for $375 million. The
acquisition was financed through the issuance of commercial paper by GPU Capital
and a $50 million capital contribution from GPU.
In December 1998, GPU Capital entered into a $1 billion commercial paper
program to, among other things, finance investments in EWGs and FUCOs. The
commercial paper issued by GPU Capital is guaranteed by GPU. As of September 30,
1999, there was $957 million of borrowings outstanding under this commercial
paper program.
<PAGE>
On November 6, 1997, GPU Electric acquired the business of PowerNet
Victoria (PowerNet), which was renamed GPU PowerNet, from the State of Victoria,
Australia for A$2.6 billion (approximately US $1.9 billion). The PowerNet
acquisition was financed through: (1) a senior debt facility of A $1.9 billion
(approximately US $1.4 billion), which is non-recourse to GPU; (2) a five year
US $450 million bank credit agreement which is guaranteed by GPU; and (3) an
equity contribution of US $50 million from GPU.
Austran Holdings, Inc. (Austran) has entered into a A$1.9 billion
facility agreement (Facility Agreement) with Chase Securities Australia Limited,
Dresdner Australia Limited, and J.P. Morgan Australia Securities Limited to
finance the acquisition of PowerNet. The Facility Agreement is guaranteed by GPU
PowerNet and provides for interest at the Australian dollar bill discount rate
as specified in the Facility Agreement. In the third quarter of 1999, Austran
refinanced A$220 million (approximately US $142 million) of this acquisition
debt with proceeds from an Australian Dollar medium term note issuance. As of
September 30, 1999, borrowings of A$1.2 billion, (approximately US $798 million)
were outstanding under this Facility Agreement.
In August 1998, Austran entered into an A$500 million revolving
commercial paper program. PowerNet has guaranteed Austran's obligations under
this program. As of September 30, 1999, Austran had outstanding borrowings of
approximately A$457 million (approximately US $298 million) under the commercial
paper program to refinance the maturing portion of the Facility Agreement used
to finance the PowerNet acquisition.
In November 1997, GPU Australia Holdings, Inc. (Australia Holdings)
entered into a $450 million bank credit agreement (Credit Agreement) with Chase
Manhattan Bank, as agent for a lending institution consortium. Borrowings under
the Credit Agreement are repayable annually (with the option to prepay any
amounts without penalty) on each anniversary of the acquisition date in
increments of $90 million with the final payment due in November 2002. In April
1999 Australia Holdings prepaid the outstanding $350 million principal balance
and interest under this agreement. In order to fund this prepayment, Australia
Holdings issued $345 million in commercial paper under its $350 million
commercial paper program and received a $5 million inter-company advance from
GPU Electric. The $450 million Credit Agreement remains in place as a backstop
facility for the commercial paper program. Pursuant to the terms of the Credit
Agreement, commercial paper availability will be reduced annually in increments
of $90 million which will, in turn, reduce the amount of commercial paper that
Australia Holdings may issue. As of September 30, 1999, Australia Holdings had
US $348 million of outstanding borrowings under the commercial paper program.
3. Description of Exempt Entities in Which There are Funds Invested
-----------------------------------------------------------------
Mid-Georgia Cogen, L.P.(Mid-Georgia)
- ------------------------------------
Through NCP Houston Power, Inc. and NCP Perry, Inc., GPU International
owns a 1% general partnership interest and a 49% limited partnership interest in
Mid-Georgia, a 300 megawatt (MW) cogeneration facility located in Kathleen,
Georgia which was placed into commercial operation in June 1998. The facility
sells substantially all of its steam output for use in an adjacent industrial
facility and substantially all of its electrical output to Georgia Power
<PAGE>
Company. Mid-Georgia has the option to sell power to other wholesale parties
subject to the receipt of necessary third party consent.
Onondaga Cogeneration, L.P.(Onondaga)
- -------------------------------------
GPU International, through its wholly-owned subsidiaries Geddes
Cogeneration Corporation and Geddes II Corporation, owns a 1% general
partnership interest and 99% limited partnership interest in Onondaga, an 80 MW
cogeneration facility in located in Geddes, New York. The facility was placed
into commercial operation in December 1993 and sells substantially all of its
steam output for use in an adjacent industrial facility and its electrical
output to Niagara Mohawk Power Corporation.
Selkirk Cogen Partners, L.P. (Selkirk)
- --------------------------------------
GPU International, through its wholly-owned subsidiary EI Selkirk, Inc.,
owns a 19% limited partnership interest in Selkirk. The principal assets of
Selkirk include two natural gas-fired combined-cycle cogeneration facilities
located in Bethlehem, New York: a 79.9 MW facility and a 270 MW facility.
Empresa Guaracachi, S.A.
- ------------------------
In July 1995, GPU Power, through Guaracachi America, Inc. acquired from
the Bolivian Government a 50% interest in Empresa Guaracachi, S.A.(EGSA), an
electric generating company having an aggregate capacity of 216 MW of natural
gas-fired and oil-fired generation for $47 million. In May 1999, two new
gas-fired turbines were placed into commercial operation increasing EGSA's total
capacity to 338 MW. All of the facilities are located in Bolivia in and around
the cities of Santa Cruz, Sucre and Potosi with their total capacity
representing more than one-third of Bolivia's generation capacity. The new units
cost approximately $65 million and were financed with approximately $40 million
in equity from the original EGSA purchase price with the remaining funds
provided from non-recourse debt.
Termobarranquilla, S.A.
- -----------------------
In October 1995, GPU Power, through EI Barranquilla, Inc., acquired a
29% interest in Termobarranquilla, S.A., Empresa de Servicios Publicos (TEBSA),
which consists of a 120 MW gas-fired generating plant and a newly constructed
770 MW gas-fired plant located near Barranquilla, Colombia. Electricity
generated by these plants is sold to Corporacion Electrica de la Costa Atlantica
under a long-term (20.5 years) contract.
Barranquilla Lease Holdings, Inc. and Los Amigos Leasing Company, Ltd.
- ----------------------------------------------------------------------
Barranquilla Lease Holdings, Inc., a subsidiary of GPU Power, through
its wholly-owned subsidiary Los Amigos Leasing Company, Ltd. (Leaseco), owns and
leases to TEBSA equipment in the 770 MW plant constructed and operated by TEBSA.
The lease provides for TEBSA to make monthly lease payments to Leaseco through
August 2011.
<PAGE>
Midlands Electricity plc(Midlands)
- ----------------------------------
Midlands distributes and supplies electricity to 2.3 million customers
in England in an area with a population of five million. Midlands also owns a
generation business that produces electricity domestically and internationally.
In December 1998, GPU Electric and Cinergy agreed to the sale of the supply
business of Midlands to National Power plc (National Power). In June 1999,
National Power plc acquired all of the assets of Midlands' supply business (the
business which purchases, markets and supplies electricity to customers) and
assumed its liabilities, including obligations under all of Midlands' power
purchase agreements, for US $300 million (US $150 million for GPU's share).
PowerNet
- --------
PowerNet owns and operates the existing high-voltage electricity
transmission system in the State of Victoria, Australia. The PowerNet
transmission system serves all of Victoria covering an area of approximately
87,900 square miles and a population of approximately 4.5 million.
Emdersa
- -------
Emdersa owns three electric distribution companies that serve three
provinces in northwest Argentina. The three distribution companies serve
approximately 335,000 customers throughout a service territory of approximately
322,000 square kilometers. The provinces have a population of about 1.5 million
people.
GasNet
- ------
The GPU GasNet system encompasses 1,239 miles of transmission pipelines,
and consists of two separate networks serving approximately 1.3 million
residential customers and about 40,000 industrial and commercial customers
throughout Victoria.
4. Services Obtained From Associated Companies
-------------------------------------------
GPU Service, Inc. provided administrative services to GPU Power and GPU
Electric in the amount of $222,916 and $469,231, respectively, for the three
months ended September 30, 1999, in support of operations and management
activities.
5. Services Provided to Associated Companies
-----------------------------------------
A description of services provided by GPU Electric and GPU Power to
associate companies during the period July 1, 1999 through September 30, 1999
will be filed separately under a request for confidential treatment under Rule
104(b).
In accordance with the Commission's Order dated November 5, 1997 in SEC
File No. 70-8593, the following is reported:
a) GPU's aggregate investment includes all amounts invested, or
committed to be invested, in foreign utility companies (FUCOs) and exempt
<PAGE>
wholesale generators (EWGs), for which there is recourse, directly or
indirectly, to the registered holding company. Accordingly, GPU Inc.'s aggregate
investment as of September 30, 1999 is as follows:
(In Thousands)
------------
FUCOs
- -----
Midlands Electricity plc $ 988,357
GPU PowerNet PTY., Ltd. 484,375
Empresa Distribuidora Electrica Regional, S.A. 370,363
GPU GasNet, PTY., Ltd. 196,042
---------
Subtotal 2,039,137
---------
EWGs
- ----
Mid-Georgia Cogen, L.P. $ 13,642
Selkirk Cogen, L.P. 9,070
Termobarranquilla, S.A. 86,100
Empresa Guaracachi, S.A. 31,746
---------
Subtotal 140,558
---------
Aggregate Investment in FUCOs and EWGs $ 2,179,695
=========
b) As of September 30, 1999
(In Thousands)
GPU's Aggregate Investment in FUCOs and EWGs $2,179,695
Aggregate Investment as a Percentage of GPU, Inc. and Subsidiary Companies:
- ---------------------------------------------------------------------------
Total capitalization $ 12,225,790 17.8%
Net utility plant $ 8,466,128 25.7%
Total consolidated assets $ 22,665,188 9.6%
Market value of common equity $ 4,041,342 53.9%
c) GPU, Inc. and Subsidiary Companies
Consolidated Capitalization Ratios as of September 30, 1999
(In Thousands)
Amount %
------ ----
Common equity $ 3,600,114 29.5
Cumulative preferred stock 121,741 1.0
Subsidiary-obligated mandatorily
redeemable preferred securities 225,000 1.8
Trust preferred securities 200,000 1.6
Long-term debt 7,255,435 59.4
Notes payable 823,500 6.7
--------- -----
Total capitalization $ 12,225,790 100.0%
========== =====
d) Market-to-book ratio of GPU, Inc. and Subsidiary Companies common
stock at September 30, 1999:
Closing Market Price per Share $ 32.6250
Book Value per Share $ 29.04
Market-to Book Ratio of Common Stock 112.3%
<PAGE>
e) Analysis of Growth in Retained Earnings for GPU, Inc. and
Subsidiary Companies:
(In Thousands)
---------------
Retained Earnings as of 9/30/99 $ 2,482,862
Retained Earnings as of 12/31/98 2,230,425
---------
Growth in Retained Earnings $ 252,437
==========
Analysis of Growth in Retained Earnings:
Income contribution from GPU Energy companies $ 343,711
Income contribution from FUCOs/EWGs/Project Parents 64,416
Income/(loss) contribution from other GPUI Group investments (5,480)
Income/(loss) contribution from other GPU Advanced Resources (6,783)
GPU, Inc. expenses (Corporate)
(10,336)
Cash dividends declared on Common Stock (133,117)
Other adjustments 26
---------
Growth in Retained Earnings $ 252,437
========
f) Statements of operations for the periods ended September 30, 1999 for
each of the Project Parents and Exempt Entities, other than (1) Selkirk Cogen
Partners, L.P. which is incorporated by reference to Selkirk's September 30,
1999 Form 10-Q, and (2) NCP Houston Power, Inc.,(3) Mid-Georgia Cogen, L.P., and
(4) Onondaga Cogeneration Limited Partnership which are incorporated by
reference to Form U-9C-3 for the nine months ended September 30, 1999 each filed
previously with the SEC.
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935,
THE UNDERSIGNED COMPANIES HAVE DULY CAUSED THIS CERTIFICATE TO BE SIGNED ON
THEIR BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GPU, Inc.
By:/s/ T.G Howson
-------------------------
T.G. Howson
Vice President and Treasurer
GPU International, Inc.
By:/s/ R. P. Lantzy
------------------------
R.P. Lantzy
President
Date: December 17, 1999
