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.
GPU International, Inc.
<PAGE>
- ------------------------------------------
:
In the matter of :
GPU, INC. : Certificate Pursuant
GPU INTERNATIONAL, INC. : to Rule 24 of Partial
: Completion of
SEC File No. 70-7727 : Transactions
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:
<PAGE>
1. Financial Statements
- -- --------------------
A copy of GPU International's audited Consolidated Balance Sheet as
of December 31, 1998 and audited Consolidated Statement of Operations for the
twelve months ended December 31, 1998 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 (including in Europe, Asia,
Africa, and South America).
Project Related Services
- ------------------------
GPU International continued to provide management, administrative
and/or operating services as of December 31, 1998 to the following projects
(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 Acquisition Corp. CA
Camarillo OLS Acquisition Corp. 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
<PAGE>
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 October 1, 1998 through December 31, 1998:
(a) On February 25, 1998, a letter of credit in the face amount of
$5,000,000 was issued by Citibank pursuant to the Citibank 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 carries a fee equal to 0.6 of 1
percent per annum of the face amount, and is scheduled to expire on December 31,
1999.
(b) On June 1, 1998, the date upon which Mid-Georgia commenced commercial
operation, GPU International provided a $319,500 letter of credit on behalf of
its 50 percent ownership interest in Mid-Georgia, which is guaranteed by GPU.
The letter of credit is used to collateralize certain obligations of Mid-Georgia
under its 30 year power purchase agreement with Georgia Power Company. GPU
International's obligation under the letter of credit escalates to a maximum of
$4.5 million and then decreases over the remaining term of the power purchase
agreement. The letter of credit carries a fee equal to 0.525 of 1 percent per
annum of the face amount and is scheduled to expire on June 1, 1999.
<PAGE>
In addition, the following guarantees were outstanding during the
period October 1, 1998 through December 31, 1998:
(a) In October 1995, a guarantee of an amount up to $122,750,000 was made
by GPU for the benefit of the Bankers Trust Company as collateral agent on
behalf of the Equity Bridge Lenders and the Secured Parties in connection with
the Termobarranquilla (TEBSA) project in Colombia.
In October 1998, the $122,750,000 guaranteed amount was reduced to
$12,415,000. The reduction was primarily due to ABB Barranquilla (ABB) and EI
Barranquilla (EIB), the partners engaged in the TEBSA project, making their
capital contributions and subordinated loans to TEBSA.
(b) GPU International has guaranteed the obligations of GPUI Colombia
Ltd., and International Power Advisors, Inc. (the Operators), each of which are
subsidiaries of GPU Power, Inc. (GPU Power), 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.
(d) GPU International has guaranteed the obligations of its wholly owned
subsidiary, EI Fuels Corporation (EI Fuels), under the Natural gas Facilities
Agreement (Facilities Agreement), dated as of November 30, 1995. Pursuant to the
guarantee, GPU International has guaranteed the payments of EI Fuels to the City
<PAGE>
of Warner Robins (the City) for (a) Fixed Monthly Lease Charge (as defined in
the Facilities Agreement) 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 of which GPU
International's share would be $4,464,000). 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, accounting and risk management services; (ii)
information services and telecommunications services, and (iii) pension
administration services. The total dollar value of such services provided during
the period October 1, 1998 through December 31, 1998 was $215,522.
6. Services provided to associated companies
-----------------------------------------
A description of services provided by GPU International to associate
companies during the period October 1, 1998 through December 31, 1998 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 December 31, 1998 in qualifying
<PAGE>
facilities (QFs), exempt wholesale generators (EWGs) and foreign utility
companies (FUCOs), as well as the percentage of equity ownership.
GPU's GPU's % Owners not affiliated with GPU
FUCO, Investment Equity ------------------------------
Associate QF or at 12/31/98 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------ ---- -------------- ------
Qualifying Facilities:
Prime Energy, QF $11,234 50% Prudential Insurance Domestic
LP Company of America
OLS Power, QF - 1% Prudential Insurance Domestic
LP Company of America
Lake Cogen Ltd. QF 17,076 49.9% Lake Interest Domestic
Holdings Inc.
New Lake Corp. "
Project Orange QF 946 4% G.A.S. Orange
Associates, LP Partners, LP Domestic
NCP Syracuse Inc. "
Syracuse Orange
Partners, LP "
Pasco Cogen, Ltd. QF 15,128 49.9% DCC Project Finance Domestic
Ten Inc.
PAS Power Company "
Pasco Int. Holding, Inc. "
Pasco Project Investment "
Partnership LP
Aggregate -------
Investment in QFs * $44,384
-------
<PAGE>
FUCO, GPU's GPU's % Owners not affiliated with GPU
QF Investment Equity ----------------------------
Associate or at 12/31/98 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------- ---- -------------- ------
Exempt Wholesale Generators and Foreign Utility Companies:
- ----------------------------------------------------------
Mid-Georgia EWG & 13,319 50% Sonat Energy Domestic
Cogen, LP QF Services Company
NCP Houston EWG 7,722* 100% Not Applicable N/A
Power Inc.
Onondaga EWG & _ 100% Not Applicable N/A
Cogen, LP QF
Selkirk Cogen EWG & 9,031 19% JMC Selkirk, Inc. Domestic
Partners, LP QF Cogen Technologies "
Selkirk GP, Inc.
Cogen Technologies "
Selkirk LP
JMCS I Investors, LP "
NCP Perry, Inc. EWG 10,735* 100% Not Applicable N/A
Empresa EWG 33,000 50% Cititrust (Bahamas) Foreign
Guaracachi S.A. Limited
Guaracachi EWG $35,480* 100% Not Applicable N/A
America, Inc.
GPU Power, Inc. EWG 98,615* 100% Not Applicable N/A
EI International EWG 124* 100% Not Applicable N/A
GPUI Colombia, EWG 30* 100% Not Applicable N/A
Ltda.
Victoria Electric FUCO 140,841* 100% Not Applicable N/A
Inc.
Midlands FUCO 582,939 50% Cinergy Corp. Domestic
Electricity plc
GPU PowerNet FUCO 488,448 100% Not Applicable N/A
Pty. Ltd.
GPU Australia FUCO 91,364* 100% Not Applicable N/A
Holdings, Inc.
<PAGE>
FUCO, GPU's GPU's % Owners not affiliated with GPU
QF Investment Equity ------------------------------
Associate or at 12/31/98 Owner- Type of
Company EWG ($000) ship Name of Entity Entity
- ------- --- ------- ---- -------------- ------
Exempt Wholesale Generators and Foreign Utility Companies (continued):
- ----------------------------------------------------------------------
Austran Holdings FUCO 233,335* 100% Not Applicable N/A
Inc.
Termobarranquilla EWG 77,265 29% ABB Energy Ventures, Foreign
S.A. Inc.
Lancaster Steel "
Distral Group "
Corporation Electrica "
De la Costa Atlantica
EI Barranquilla, EWG 27,368* 100% Not Applicable N/A
Inc.
Barranquilla EWG 85* 100% Not Applicable N/A
Lease Holdings, Inc.
Los Amigos EWG 12 100% Not Applicable N/A
Leasing Company, Ltd.
GPU Power EWG _ 100% Not Applicable N/A
Philippines, Inc.
EI Services EWG (91)* 100% Not Applicable N/A
Canada, Ltd.
EI Canada EWG (101)* 100% Not Applicable N/A
Holding, Ltd.
EI Brooklyn EWG - 100% Not Applicable N/A
Investment, Ltd.
EI Brooklyn EWG (101)* 100% Not Applicable N/A
Power, Ltd.
International Power
Advisors, Inc. EWG 108* 100% Not Applicable N/A
---
Aggregate Investment
in EWGs & FUCOs * $1,204,014
----------
Total Aggregate
Investment in QFs,
EWGs & FUCOs * $1,248,398
==========
<PAGE>
(*) GPU's aggregate investment does not include the items shown with asterisks
in order to avoid duplication.
As of December 31, 1998, GPU also owned, directly or indirectly, interests
in the following EWGs, in which its aggregate investment did not exceed $10,000:
GPU Power Ireland, Inc.; GPU International Asia, Inc.; Austin Cogeneration
Corporation; Austin Congeneration Partners, L.P.; Hanover Energy Corporation; EI
Power (China)II, Inc.; Nanjing Power Partners, L.P.; EI Power(China)III, Inc.;
and Zhuang He Power Partners, L.P. Of those listed, GPU owns a 50 percent
interest in Nanjing Power Partners, L.P., and Zhuang He Power Partners, L.P.;
the remaining interest of such EWG's are owned by Intesol International, Ltd., a
Hawaii corporation. GPU owns a 100% interest in each of the other EWGs.
8. During the period October 1, 1998 through December 31, 1998 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 Electric, Inc.'s (GPU Electric) and GPU Power, Inc.'s (GPU
Power) audited Consolidated Balance Sheets as of December 31, 1998 and audited
Consolidated Statements of Operations for the twelve months ended December 31,
1998 will be filed separately under a request for confidential treatment
pursuant to Rule 104(b).
<PAGE>
2. Investments in Exempt Entities
------------------------------
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 Australian $2.6 billion (approximately U.S. $1.9 billion). The
PowerNet acquisition was financed through: (1) a senior debt facility of
Australian $1.9 billion (approximately U.S. $1.4 billion), which is non-recourse
to GPU; (2) a five year U.S. $450 million bank credit agreement which is
guaranteed by GPU, Inc.; and (3) an equity contribution of U.S.
$50 million from GPU.
GPU Electric (through its investment in Austran Holdings, Inc. (Austran))
entered into the Australian $1.9 billion facility agreement (Facility Agreement)
with Chase Securities Australia Limited, Dresdner Australia Limited, and J.P.
Morgan Australia Securities Limited. 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. The outstanding balance and related
terms of the Facility Agreement as of December 31, 1998 are as follows:
Amount Term Interest Rate
------ ---- -------------
Tranche B A$721.875 million 3 years 5.38%
Tranche C A$721.875 million 5 years 5.48%
As of December 31, 1998, GPU Electric had outstanding borrowings,
exclusive of commercial paper, of Australian $1.44 billion (approximately U.S.
$884 million) under the Facility Agreement.
<PAGE>
In August 1998, Austran entered into an Australian $500 million revolving
commercial paper program. PowerNet has guaranteed Austran's obligations under
this program. As of December 31, 1998, Austran had outstanding approximately
Australian $458 million, or approximately U.S. $280 million, under the
commercial paper program to refinance the maturing portion of the Facility
Agreement used to finance the PowerNet acquisition. These borrowings have been
classified as noncurrent on the Consolidated Balance Sheet of GPU Electric, Inc.
and Subsidiaries since it is management's intent to reissue the commercial paper
on a long-term basis. Interest rates on the outstanding commercial paper as of
December 31, 1998 ranged from 4.87% to 4.93%. Austran has in place swap
agreements covering the remaining outstanding amounts under the Facility
Agreement including the commercial paper, at a weighted average fixed interest
rate of 6.78% for various periods through November 2007.
GPU Electric (through its investment in GPU Australia Holdings, Inc.)
entered into a $450 million bank credit agreement (Credit Agreement) with Chase
Manhattan Bank, as agent for a lending institution consortium. The Credit
Agreement provides for incremental borrowings consisting of several competitive
advances from participating banks or simultaneous advances of the same type
(Adjusted Base Rate Advance or Eurodollar Rate Advance) at the GPU Ausralia
Holdings, Inc.'s discretion.
Interest for the Adjusted Base Rate Advance is calculated at the higher of
Chase Manhattan's base rate or the Federal Funds rate plus 1/2%, payable
quarterly. Interest for the Eurodollar Rate Advances is calculated at the London
Interbank Offering Rate (LIBOR) plus an applicable margin ranging from 0.20% to
1.25%, payable on the last day of the interest period.
<PAGE>
Borrowings under the Credit Agreement are repayable annually on each
anniversary of the acquisition date in increments of $90 million with the final
payment due in November 2002 with the option to prepay any amounts without
penalty. As of December 31, 1998, GPU Electric had $350 million of outstanding
borrowings under the Credit Agreement with interest calculated at 5.8% per
annum.
In connection with the acquisition of Midlands Electricity plc (Midlands)
discussed in Item 3 below, EI UK Holdings, Inc. (EI UK) entered into a term loan
agreement (the Term Loan) dated as of May 6, 1996, with a syndicate of banks,
the Chase Manhattan Bank, N.A., as administrative agent, Citibank, N.A., as
syndication agent, Citicorp Securities, Inc. and Chase Securities Inc., as
arrangers. The Term Loan provides, among other things, for EI UK borrowings from
time to time of up to pounds sterling 350 million, or approximately U.S. $581
million, through a GPU guaranteed five-year bank term loan facility terminating
on May 6, 2001. EI UK invested such funds in Midlands through Avon Energy
Partners Holdings (Holdings). As of December 31, 1998, the maximum amount EI UK
may borrow under the Term Loan is pounds sterling 225 million, or approximately
U.S. $373.4 million.
The interest rate on the borrowing is based on the LIBOR plus an
applicable margin as defined in the Term Loan corresponding to the debt ratings
of GPU. As of December 31, 1998, EI UK had aggregate borrowings of pounds
sterling 225 million, or approximately U.S. $373.4 million, outstanding under
the Term Loan. The borrowings bear interest at 6.98 percent per annum, which was
based on the LIBOR at December 31, 1998 plus a .35 percent margin.
<PAGE>
In October 1998 GPU formed GPU Capital, Inc. (GPU Capital) to develop,
own, operate and fund the acquisition of transmission and distribution systems
outside the United States. In December 1998, GPU Capital entered into a
commercial paper credit facility to finance up to $1 billion of investments in
FUCOs and EWGs. Proceeds from the sale of such commercial paper, which is
guaranteed by GPU, will be used to repay a portion of the outstanding foreign
acquisition debt and to finance future investments in FUCOs and EWGs. As of
December 31, 1998, there were no borrowings outstanding under this facility.
3. Description of Exempt Entities in Which There are Funds Invested
----------------------------------------------------------------
Selkirk Cogen Partners, L.P. (Selkirk)
- --------------------------------------
Selkirk owns and operates two natural gas-fired combined-cycle
cogeneration facilities located in Bethlehem, New York: a 79.9 megawatt (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 approximately $47 million. The facilities
are located in Bolivia in and around the cities of Santa Cruz, Sucre and Potosi
with their total capacity representing one-third of Bolivia's generation
capacity. GPU Power's investment of $47 million will be used by the year 2002 to
expand the generating facilities to meet Bolivia's growing demand. GPU Power, on
behalf of EGSA, has entered into a letter of intent to proceed with the
construction at EGSA of an approximately 122 MW capacity expansion project on a
turnkey basis. The total project cost is expected to be $65 million and will be
<PAGE>
financed with approximately $40 million in equity from the original EGSA
purchase price with the remaining funds to be raised from non-recourse debt. As
of December 31, 1998, EGSA made payments totaling approximately $30 million for
such purposes to support a June 1999 commercial operation date.
Termobarranquilla, S.A.
- -----------------------
In October 1995, GPU Power, through EI Barranquilla, Inc., completed the
financing for and acquired a 29% interest in Termobarranquilla, S.A., Empresa de
Servicios Publicos (TEBSA), an existing 120 MW gas-fired generating plant in
Barranquilla, Colombia and TEBSA completed the construction of a new 770 MW
gas-fired plant adjacent to the existing plant (the Barranquilla Project)in
October 1998. Electricity generated by these plants is sold to Corporacion
Electrica de la Costa Atlantica under a 20-year contract. Total project costs,
including the original plant, were $760.6 million, of which GPU Power's equity
contribution was approximately $65 million. All seven units (approximately 770
MW) were placed in service as of December 31, 1998.
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), procures
equipment to be used by and leased to TEBSA. Pursuant to a lease agreement,
Leaseco will deliver certain non-Colombian equipment related to TEBSA, and TEBSA
will make lease payments equal to the interest and principal payments on senior
bank debt and certain other expenses incurred by Leaseco.
<PAGE>
Midlands Electricity plc
- ------------------------
In May, 1996, GPU and Cinergy Corporation (Cinergy) formed Avon Energy
Partners plc (Avon), a wholly-owned subsidiary of Holdings. Holdings is 50/50
joint venture which acquired Midlands, an English regional electric company.
GPU's 50 percent interest in Holdings is held by EI UK, a wholly-owned
subsidiary of GPU Electric.
EI UK invested approximately $585.7 million in Holdings by borrowing funds
through a GPU guaranteed five-year bank term loan facility. Holdings has
borrowed approximately $1.6 billion through a non-recourse term loan and
revolving credit facility to provide for the balance of the acquisition price.
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
and a gas supply company that provides natural gas service to 8,000 customers in
England. In addition, Midlands owns and has under development a number of
international generation projects. In December 1998, GPU Electric and Cinergy
agreed to the sale of the supply business of Midlands to National Power plc
(National Power). National Power will acquire, subject to United Kingdom
regulatory approval, all of the assets of Midlands' supply business and assume
its liabilities, including obligations under all of Midlands' power purchase
agreements, for US$300 million (US$150 million for GPU's share) plus an
adjustment for working capital at financial closing, which is expected to be in
the second quarter of 1999. GPU Electric and Cinergy will continue to own and
operate Midlands' distribution lines, substations and other businesses.
<PAGE>
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.
4. Services Obtained From Associated Companies
-------------------------------------------
GPU Energy provided administrative services to GPU International Australia
in the amount of $345,130 for the three months ended December 31, 1998, in
support of operations and management activities.
GPU Service, Inc. provided administrative services to GPU Power in the
amount of $17,736 and to GPU Electric in the amount of $19,827 for the three
months ended December 31, 1998, 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 October 1, 1998 through December 31, 1998
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 wholesale
generators (EWGs), for which there is recourse, directly or indirectly, to the
<PAGE>
registered holding company. Accordingly, GPU Inc.'s aggregate investment as of
December 31, 1998 is as follows:
(In Thousands)
--------------
FUCOs
- -----
Midlands Electricity plc $ 582,939
GPU PowerNet PTY., Ltd. 488,448
-------
Subtotal 1,071,387
---------
EWGs
Mid-Georgia Cogen, L.P. 13,319
Selkirk Cogen, L.P. 9,031
Termobarranquilla, S.A. 77,265
Empresa Guaracachi, S.A. 33,000
Leaseco 12
Development projects -
--------
Subtotal 132,627
-------
Aggregate Investment in FUCOs and EWGs $ 1,204,014
=========
b) As of December 31, 1998
(In Thousands)
GPU's Aggregate Investment in FUCOs and EWGs $1,204,002
Aggregate Investment as a Percentage of GPU, Inc. and Subsidiary Companies:
- ---------------------------------------------------------------------------
Total capitalization $ 8,705,500 13.8%
Net utility plant $ 6,804,895 17.7%
Total consolidated assets $ 16,288,109 7.4%
Market value of common equity $ 5,655,809 21.3%
<PAGE>
c) GPU, Inc. and Subsidiary Companies
Consolidated Capitalization Ratios as of December 31, 1998
(In Thousands)
Amount %
------------ ----
Common equity $ 3,464,648 40.0
Cumulative preferred stock 155,478 2.0
Subsidiary-obligated mandatorily
redeemable preferred securities 330,000 4.0
Long-term debt 4,386,767 50.0
Notes payable 368,607 4.0
--------- ---
Total capitalization $ 8,705,500 100.0%
========= ======
d) Market-to-book ratio of GPU, Inc. and Subsidiary Companies common stock
at December 31, 1998
Closing Market Price per Share $ 44.19
Book Value per Share $ 27.01
Market-to Book Ratio of Common Stock 163.6%
<PAGE>
e) Analysis of Growth in Retained Earnings for GPU, Inc. and Subsidiary
Companies:
(In Thousands)
--------------
Retained Earnings as of 12/31/98 $ 2,230,425
Retained Earnings as of 12/31/97 2,140,712
---------
Growth in Retained Earnings $ 89,713
=========
Analysis of Growth in Retained Earnings:
Income (loss) contribution from GPU Energy companies $ 303,920
Income (loss) contribution from FUCOs/EWGs/Project Parents 62,206
Income (loss) contribution from other GPUI Group investments 8,049
Income (loss) contribution from other GPU Advanced Resources (2,231)
GPU, Inc. expenses (11,818)
Cash dividends declared on Common Stock (263,561)
Other adjustments (6,852)
------
Growth in Retained Earnings $ 89,713
=======
f) Statements of operations for the periods ended December 31, 1998 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 December 31, 1998
Annual Report on Form 10-K, (2) NCP Houston Power, Inc. and (3) Mid-Georgia
Cogen, L.P. which are both incorporated by reference to Form U-9C-3 for the
three months ended December 31, 1998 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. L. Wise
------------------------------
R.L. Wise
President
Date: April 8, 1999
