-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VN/tK2MglCewQ9tySKiY8/eqlLq7PKC6c4cfUEC8kx6HtOUVTv6pSF8ymjONwT8H Q5mRo405onCgWzjYt+ZEyw== /in/edgar/work/0000040779-00-000103/0000040779-00-000103.txt : 20001123 0000040779-00-000103.hdr.sgml : 20001123 ACCESSION NUMBER: 0000040779-00-000103 CONFORMED SUBMISSION TYPE: U-9C-3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GPU INC /PA/ CENTRAL INDEX KEY: 0000040779 STANDARD INDUSTRIAL CLASSIFICATION: [4911 ] IRS NUMBER: 135516989 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-9C-3 SEC ACT: SEC FILE NUMBER: 074-00023 FILM NUMBER: 775573 BUSINESS ADDRESS: STREET 1: 300 MADISON AVE STREET 2: C/O GPU SERVICE INC CITY: MORRISTOWN STATE: NJ ZIP: 07962-1911 BUSINESS PHONE: 9734558200 MAIL ADDRESS: STREET 1: 300 MADISON AVE STREET 2: C/O GPU SERVICE INC CITY: MORRISTOWN STATE: NJ ZIP: 07962-1911 U-9C-3 1 0001.txt FORM U-9C-3 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 For the quarterly period ended September 30, 2000 ------------------ GPU, Inc. (File No. 074-00023) --------------------- ------------------------------- (Name of Registered Holding Company) 300 Madison Avenue, Morristown, NJ 07962-1911 -------------- ---------------------------------------------- (Address of Principal Executive Offices) GPU, Inc. Quarterly Report Pursuant to Rule 58 of the Public Utility Holding Company Act of 1935 For the quarterly period ended September 30, 2000 ------------------- Table of Contents ----------------- Item No. Title Page --- ------------------------------------------ ---- 1 Organization Chart 1 2 Issuances and Renewals of Securities and Capital Contributions 3 3 Associate Transactions 4 4 Summary of Aggregate Investment 7 5 Other Investments 8 6 Financial Statements and Exhibits: A - Financial Statements 9 B - Exhibits 10 C - Certificate of GPU, Inc. 11 Signature 12 Note: All dollar amounts shown in this Form U-9C-3 are expressed in thousands except for the amounts presented in the financial statements (Exhibit A), which are expressed in whole dollars. ITEM 1 - ORGANIZATION CHART
Energy (ERC) or Gas (GRC) Date of State of Percentage of Voting Nature of Name of Reporting Company Related Company Organization Organization Securities Held ** Business - ---------------------------------- --------------- ------------ ------------ --------------------- ---------- GPU, Inc. (a) - --------- GPU Advanced Resources, Inc. ERC 09/13/96 Delaware 100.0% (b) GPU International, Inc. (a) - ----------------------- Elmwood Energy Corporation ERC 02/13/87 New Jersey 100.0 (c),(d) Prime Energy Limited Partnership ERC 05/08/86 New Jersey 50.0 (d) Geddes II Corporation ERC 06/24/98 Delaware 100.0 (c) Geddes Cogeneration Corporation ERC 03/23/89 New York 100.0 (c) Onondaga Cogeneration Limited Partnership ERC 06/08/88 New York 100.0 (b) EI Selkirk, Inc. ERC 10/31/94 Delaware 100.0 (c) Selkirk Cogeneration Partners Limited Partnership ERC 06/06/90 Delaware 19.2 (d) NCP Energy, Inc. ERC 11/21/89 California 100.0 (c) Syracuse Orange Partners L.P. ERC 04/02/91 Delaware 4.9 * NCP New York, Inc. ERC 07/09/93 Delaware 100.0 * NCP Brooklyn Power, Inc. ERC 07/09/93 Delaware 100.0 * NCP Gem, Inc. ERC 05/23/91 Delaware 100.0 (c) NCP Lake Power, Inc. ERC 05/23/91 Delaware 100.0 (c),(d) Lake Investment, L.P. ERC 05/23/91 Delaware 100.0 (c) Lake Cogen, Ltd. ERC 03/13/91 Florida 49.9 (g) (d) NCP Pasco, Inc. ERC 05/23/91 Delaware 100.0 (c) NCP Dade Power, Inc. ERC 05/23/91 Delaware 100.0 (c),(d) Dade Investment, L.P. ERC 05/23/91 Delaware 100.0 (c) Pasco Cogen, Ltd. ERC 03/13/91 Florida 49.9 (d) NCP Houston Power, Inc. ERC 12/02/93 Delaware 100.0 (c),(d) NCP Perry, Inc. ERC 12/02/93 Delaware 100.0 (c) Mid-Georgia Cogen, L.P. ERC 12/03/93 Delaware 50.0 (d) EI Services, Inc. ERC 10/07/93 Delaware 100.0 (d) NCP Ada Power, Inc. ERC 07/31/93 California 100.0 * Umatilla Groves, Inc. ERC 06/17/92 Delaware 100.0 * NCP Commerce Power, Inc. ERC 08/31/93 California 100.0 * Armstrong Energy Corporation ERC 07/14/88 New Jersey 100.0 * AEC/REF Fuel, Limited Partnership ERC 12/22/89 Pennsylvania 100.0 * EI Fuels Corporation ERC 08/09/90 Delaware 100.0 (e) GPU Solar, Inc. ERC 07/09/97 New Jersey 50.0 (f) GPUI Lake Holdings, Inc. ERC 03/03/97 Delaware 100.0 * GPU Generation Services - Lake, Inc. ERC 04/05/99 Delaware 100.0 (d)* GPU Generation Services - Pasco, Inc. ERC 04/05/99 Delaware 100.0 (d) * Inactive. ** Sets forth the percentage of voting securities held directly or indirectly by GPU, Inc. or GPU International, Inc. (GPUI), as applicable.
1 ITEM 1 - ORGANIZATION CHART (Continued) (a) These GPU system companies hold securities directly or indirectly in the energy-related companies set below their names. GPUI is a wholly owned subsidiary of GPU, Inc. (b) This subsidiary was formed to engage in energy services and retail energy sales. (c) These energy-related companies hold securities in other energy-related companies. (d) These subsidiaries participate in some or all aspects of promoting, developing, owning, managing and/or operating qualifying facilities, as defined in the Public Utility Regulatory Policies Act of 1978. (e) This subsidiary provides fuel management services. (f) This subsidiary is involved in the development and commercialization of photovoltaics. (g) In June 1997, GPUI assigned and transferred the option to acquire an additional 50% limited partnership interest in Lake Cogen, Ltd. (Lake) to New Lake Corp. (New Lake), an unaffiliated company, for a promissory note. New Lake then exercised the option and acquired the limited partnership interest in Lake. GPUI has indemnified New Lake against all claims and liabilities incurred relating to the operations of Lake. In turn, New Lake has agreed to sell its interest in Lake to a purchaser yet to be designated by GPUI. Based on this, Lake and New Lake are included as consolidated entities in GPUI's financial statements. Narrative Description of Activities for Reporting Period -------------------------------------------------------- In October 2000, GPU, Inc. agreed to sell GPUI (including all the GPUI subsidiaries listed in Item 1, except for NCP Energy Inc.; NCP Ada Power, Inc.; and GPU Solar, Inc.) to Aquila Energy Corporation, a subsidiary of UtiliCorp United, for $225 million. GPU, Inc. expects to complete the sale, which is subject to certain federal and state regulatory approvals, by the end of 2000. 2 ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
Type of Principal Company to Collateral Consideration Security Amount of Issue or Cost of whom Security Given with Received Company Issuing Security Issued Security Renewal Capital was Issued Security for Each Security - ------------------------ -------- --------- ------- -------- ------------- ----------- ------------------ None. Company Contributing Company Receiving Amount of Capital Capital Capital Contribution ---------------------------- ---------------------------- ------------------ None.
Note: The information provided in Item 2 presents the activities of the - ---- reporting period only. 3 ITEM 3 - ASSOCIATE TRANSACTIONS Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies
Total Reporting Company Associate Company Amount Rendering Services Receiving Services Types of Services Rendered Billed ------------------------------ -------------------------------- -------------------------- --------- EI Services, Inc. Mid-Georgia Cogen, L.P. Operations management $ xx (1) NCP Houston Power, Inc. Mid-Georgia Cogen, L.P. Accounting and administration xx (1) EI Fuels Corporation Mid-Georgia Cogen, L.P. Fuel supplies and management xx (1) services NCP Lake Power, Inc. Lake Cogen, Ltd. Accounting, administration and xxx (1) operations and maintenance (O&M) management NCP Dade Power, Inc. Pasco Cogen, Ltd. Administration xx (1) Geddes Cogeneration Corporation Onondaga Cogeneration Limited Partnership Accounting, administration and xxx (1) O&M management Elmwood Energy Corporation Prime Energy Limited Partnership Accounting and administration xx (1) GPU Generation Services - Pasco Cogen, Ltd. O&M services xxx (1) Pasco, Inc.
Notes: The information provided in Item 3 presents the activities of the reporting period only. The amounts required under the caption "Total Amount Billed" are being filed pursuant to request for confidential treatment. (1) The amounts shown represent negotiated contractual rates billed in accordance with the applicable service contracts filed under Item 6. 4 ITEM 3 - ASSOCIATE TRANSACTIONS (Continued) Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies
Total Associate Company Reporting Company Amount Rendering Services Receiving Services Types of Services Rendered Billed - -------------------------- --------------------------------- -------------------------------- -------- GPU International, Inc. Prime Energy Limited Partnership O&M management $xxx GPU International, Inc. EI Services, Inc. Operations management for x (1) Mid-Georgia Cogen, L.P. GPU International, Inc. NCP Houston Power, Inc. Accounting and administration for xx (1) Mid-Georgia Cogen, L.P. GPU International, Inc. NCP Lake Power, Inc. Accounting, administration and O&M xx (1) management for Lake Cogen, Ltd. GPU International, Inc. NCP Dade Power, Inc. Administration for Pasco Cogen, Ltd. xx (1) GPU International, Inc. Onondaga Cogeneration Limited O&M management x (1) Partnership GPU International, Inc. Geddes Cogeneration Corporation Accounting and administration for xxx (1) Onondaga Cogeneration Limited Partnership GPU International, Inc. Elmwood Energy Corporation Accounting and administration for xxx (1) Prime Energy Limited Partnership GPU International, Inc. NCP Energy, Inc. Accounting and administration for x (1) Syracuse Orange Partners L.P. GPU International, Inc. GPU Solar, Inc. Management, marketing and technical x (1) expertise for GPU Solar, Inc.
5 ITEM 3 - ASSOCIATE TRANSACTIONS (Continued) Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies (Continued)
Total Associate Company Reporting Company Amount Rendering Services Receiving Services Types of Services Rendered Billed - ---------------------------- ------------------------------------ -------------------------------- ------- GPU International, Inc. GPU Advanced Resources, Inc. Certain general and administrative $ x (1) services for GPU Advanced Resources, Inc. Metropolitan Edison Company GPU Advanced Resources, Inc. Certain general and administrative x (2) services for GPU Advanced Resources, Inc. GPU Service, Inc. GPU Advanced Resources, Inc. Legal and certain general and xx (3) administrative services for GPU Advanced Resources, Inc.
Notes: The information provided in Item 3 presents the activities of the reporting period only. The amounts required under the caption "Total Amount Billed" are being filed pursuant to request for confidential treatment. (1) The amounts shown include overhead charges applied, at a rate of 160%, to employee salaries billed for services rendered. No capital costs were charged. (2) The amounts shown include overhead charges applied, at a rate of 36.78%, to employee salaries billed for services rendered. No capital costs were charged. (3) The amounts shown include overhead charges applied, at a rate of 37.04%, to employee salaries billed for services rendered. No capital costs were charged. 6 ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies: Total average consolidated capitalization as of September 30, 2000 $10,932,587 Line 1 ------------------------ Total capitalization multiplied by 15% (line 1 multiplied by 0.15) 1,639,888 Line 2 Greater of $50 million or line 2 $1,639,888 Line 3 Total current aggregate investment: (categorized by major line of energy-related business) Ownership and operation of qualifying facilities (Category VIII) 31,429 Energy services and retail energy sales (Category V) 25,900 Fuel management services (Category IX) - Operations and maintenance services (Category VII) - Development and commercialization of photovoltaics (Category II) 450 --------- Total current aggregate investment 57,779 Line 4 --------- Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system (line 3 less line 4) $1,582,109 Line 5 ==========
Notes: The caption "Total average consolidated capitalization" includes total common equity, preferred equity (including amounts due within one year), long-term debt (including amounts due within one year) and short-term debt. The caption "Total current aggregate investment" includes all amounts invested or committed to be invested in energy-related companies on or after the date of effectiveness of Rule 58 (March 24, 1997), for which there is recourse, directly or indirectly, to GPU, Inc. or any subsidiary company thereof. 7 ITEM 5 - OTHER INVESTMENTS
Aggregate Investment as of Change in Investments Reason for Change Major Line of Energy-Related Business June 30, 2000 During Reporting Period in Investments - -------------------------------------- -------------------------- ----------------------- ----------------- Ownership and operation of qualifying facilities (Category VIII) $152,113 * $ - No Change. Energy services and retail energy sales (Category V) 25,900 - No change. Fuel management services (Category IX) ** - No change. Operations and maintenance services (Category VII) ** - No change. Development and commercialization of photovoltaics (Category II) 450 - No change.
* The caption "Aggregate Investment as of June 30, 2000" includes $120,684 that was invested or committed to be invested in energy-related companies, prior to the date of effectiveness of Rule 58 (March 24, 1997), for which there is recourse, directly or indirectly, to GPU, Inc. or any subsidiary thereof. The $120,684 includes a reduction of $16,500 for dividends paid to GPU, Inc. by GPU International. ** The amounts invested in such energy-related companies, which are immaterial, have subsequently been reinvested, and are included in "Ownership and operation of qualifying facilities (Category VIII)." 8 ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements -------------------- A-1 Financial statements of GPU Advanced Resources, Inc. for the quarter ended September 30, 2000. A-2 Financial statements of Elmwood Energy Corporation for the quarter ended September 30, 2000 - filed pursuant to request for confidential treatment. A-3 Financial statements of Prime Energy Limited Partnership for the quarter ended September 30, 2000 - filed pursuant to request for confidential treatment. A-4 Financial statements of Geddes Cogeneration Corporation for the quarter ended September 30, 2000 - filed pursuant to request for confidential treatment. A-5 Financial statements of Onondaga Cogeneration Limited Partnership for the quarter ended September 30, 2000 - filed pursuant to request for confidential treatment. A-6 Financial statements of NCP Energy, Inc. for the quarter ended September 30, 2000 - filed pursuant to request for confidential treatment. A-7 Financial statements of NCP Lake Power, Inc. for the quarter ended September 30, 2000 - filed pursuant to request for confidential treatment. A-8 Financial statements of NCP Dade Power, Inc. for the quarter ended September 30, 2000 - filed pursuant to request for confidential treatment. A-9 Financial statements of NCP Houston Power, Inc. for the quarter ended September 30, 2000 - filed pursuant to request for confidential treatment. A-10 Financial statements of Mid-Georgia Cogen, L.P. for the quarter ended September 30, 2000 - filed pursuant to request for confidential treatment. A-11 Financial statements of EI Services, Inc. for the quarter ended September 30, 2000 - filed pursuant to request for confidential treatment. A-12 Financial statements of GPU Solar, Inc. for the quarter September 30, 2000 - filed pursuant to request for confidential treatment. A-13 Financial statements of EI Fuels Corporation for the quarter ended September 30, 2000 - filed pursuant to request for confidential treatment. A-14 Financial statements of Geddes II Corporation for the quarter ended September 30, 2000 - filed pursuant to request for confidential treatment. A-15 Financial statements of GPU Generation Services - Pasco, Inc. for the quarter ended September 30, 2000 - filed pursuant to request for confidential treatment. 9 ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued) B. Exhibits -------- Contracts Required by Item 3 ---------------------------- B-1 Contract between EI Services, Inc. and Mid-Georgia Cogen, L.P. to provide operations management services - incorporated by reference to Exhibit B-1 to GPU's Quarterly Report on Form U-9C-3 for the period ended June 30, 1997. B-2 Contract between NCP Houston Power, Inc. and Mid-Georgia Cogen, L.P. to provide accounting and administrative services (included in partnership agreement) - incorporated by reference to Exhibit B-2 to GPU's Quarterly Report on Form U-9C-3 for the period ended June 30, 1997. B-3 Contract between NCP Lake Power, Inc. and Lake Cogen, Ltd. to provide accounting, administrative and operations and maintenance (O&M) management services (included in partnership agreement) - incorporated by reference to Exhibit B-3 to GPU's Quarterly Report on Form U-9C-3 for the period ended June 30, 1997. B-4 Contract between NCP Dade Power, Inc. and Pasco Cogen, Ltd. to provide administrative services (included in partnership agreement) - incorporated by reference to Exhibit B-4 to GPU's Quarterly Report on Form U-9C-3 for the period ended June 30, 1997. B-5 Contract between Geddes Cogeneration Corporation and Onondaga Cogeneration Limited Partnership to provide accounting, administrative and O&M management services (included in partnership agreement) - incorporated by reference to Exhibit B-5 to GPU's Quarterly Report on Form U-9C-3 for the period ended June 30, 1997. B-6 Contract between Elmwood Energy Corporation and Prime Energy Limited Partnership to provide accounting and administrative services (included in partnership agreement) - incorporated by reference to Exhibit B-9 to GPU's Quarterly Report on Form U-9C-3 for the period ended June 30, 1997. B-7 Contract between GPU International, Inc. and Prime Energy Limited Partnership to provide O&M management services - incorporated by reference to Exhibit B-10 to GPU's Quarterly Report on Form U-9C-3 for the period ended June 30, 1997. B-8 Contract between GPU International, Inc. and Onondaga Cogeneration Limited Partnership to provide O&M management services - incorporated by reference to Exhibit B-11 to GPU's Quarterly Report on Form U-9C-3 for the period ended June 30, 1997. B-9 Contract between GPU International, Inc. and GPU Solar, Inc. to provide management, marketing and technical expertise services - incorporated by reference to Exhibit B-12 to GPU's Quarterly Report on Form U-9C-3 for the period ended September 30, 1997. B-10 Contract between GPU Service, Inc. and GPU Advanced Resources, Inc. to provide legal and certain general and administrative services - incorporated by reference to Exhibit B-13 to GPU's Quarterly Report on Form U-9C-3 for the period ended December 31, 1997. 10 ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS (Continued) B. Exhibits (Continued) -------- B-11 Contract between EI Fuels Corporation and Mid-Georgia Cogen, L.P. to provide fuel supplies and management services - incorporated by reference to Exhibit B-14 to GPU's Quarterly Report on Form U-9C-3 for the period ended June 30, 1998. B-12 Contract between GPU Generation Services - Pasco, Inc. and Pasco Cogen, Ltd. to provide O&M services - incorporated by reference to Exhibit B-15 to GPU's Quarterly Report on Form U-9C-3 for the period ended September 30, 1999. Note: Services rendered by GPU International, Inc. to EI Services, Inc., NCP Houston Power, Inc., NCP Lake Power, Inc., NCP Dade Power, Inc., Geddes Cogeneration Corporation, Elmwood Energy Corporation, NCP Energy, Inc. and GPU Advanced Resources, Inc., and services rendered by Metropolitan Edison Company to GPU Advanced Resources, Inc. are provided pursuant to oral arrangements and no written agreements exist. C. Certificate of GPU, Inc. ------------------------ 11 SIGNATURE The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned officer thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. GPU, INC. November 22, 2000 By /s/ P. E. Maricondo --------------------------------- P. E. Maricondo, Vice President and Comptroller (principal accounting officer) 12 EX-99 2 0002.txt EXHIBIT INDEX Index of Financial Statements and Exhibits to be Filed in EDGAR --------------------------------------------------------------- A-1 Financial statements of GPU Advanced Resources, Inc. for the quarter ended September 30, 2000. C. Certificate of GPU, Inc. EX-99 3 0003.txt EXHIBT A-1 Exhibit A-1 GPU ADVANCED RESOURCES, INC. Balance Sheet September 30, 2000 --------------------------- (Unaudited) Assets Current assets: Cash and temporary cash investments $12,283,921 Accounts receivable: Customers 4,073,646 Other 6,402 Deferred income taxes 33,614 Prepayments 722,118 ---------- Total current assets 17,119,701 ---------- Other property and investments 77,144 ---------- Deferred debits and other assets 28,339 -------------- Total Assets $17,225,184 ========== Liabilities & Stockholder's Equity Current liabilities: Accounts payable $ 2,812,101 Taxes accrued 1,598,856 Other 448,670 ---------- Total current liabilities 4,859,627 ---------- Deferred credits and other liabilities 129,869 -------------- Stockholder's equity: Common stock 100 Capital surplus 25,900,000 Retained earnings (13,664,412) ----------- Total stockholder's equity 12,235,688 ---------- Total Liabilities & Stockholder's Equity $17,225,184 ========== Exhibit A-1 GPU ADVANCED RESOURCES, INC. Statements of Income -------------------------- (Unaudited) Three Months Nine Months Ended Ended Sept. 30,2000 Sept. 30,2000 ------------- ------------- Operating Revenues $ 8,627,851 $48,502,090 ---------- ----------- Operating Expenses: Power purchased 13,433,476 49,666,778 Other operation and maintenance 802,187 2,734,445 ---------- ---------- Total Operating Expenses 14,235,663 52,401,223 ---------- ---------- Operating Income/(Loss) (5,607,812) (3,899,133) Other Income and Expenses, Net 265,462 625,648 ---------- ---------- Earnings/(Losses) Before Income Taxes (5,342,350) (3,273,485) Income tax expense/(benefit) (1,925,257) (1,077,825) ---------- ---------- Net Income/(Loss) $(3,417,093) $(2,195,660) ========== ========== EX-99 4 0004.txt EXHIBIT C Exhibit C GPU, Inc. 300 Madison Avenue, Morristown, NJ 07962-1911 Certificate ----------- Pursuant to the requirements of Rule 58 of the Public Utility Holding Company Act of 1935, the undersigned certifies that: A copy of quarterly report on Form U-9C-3, for the period ended June 30, 2000, was filed with the state commissions having jurisdiction over the electric retail rates of GPU's public utility subsidiary companies. The names and addresses of these state commissions are as follows: New Jersey Division of Energy Board of Public Utilities Two Gateway Center Newark, NJ 07102 Commonwealth of Pennsylvania* Public Utility Commission P.O. Box 3265 Harrisburg, PA 17105-3265 *A conformed copy of the publicly available report was filed with the Pennsylvania Public Utility Commission. November 22, 2000 By /s/ P. E. Maricondo ------------------------------- P. E. Maricondo, Vice President and Comptroller (principal accounting officer) Note: Pennsylvania Electric Company ("Penelec") is also subject to retail rate regulation by the New York Public Service Commission with respect to retail service to approximately 3,700 customers in Waverly, New York served by Waverly Electric Power & Light Company, a Penelec subsidiary. Waverly Electric's revenues are immaterial, accounting for less than 1% of Penelec's total operating revenues. -----END PRIVACY-ENHANCED MESSAGE-----