GPU, Inc., incorporated in 1946, is a holding company that does not directly operate any utility properties, but owns all the outstanding common stock of three domestic electric utilities, Jersey Central Power & Light Company (JCP&L), Metropolitan Edison Company (Met-Ed) and Pennsylvania Electric Company (Penelec). These electric utilities are conducting business under the name GPU Energy and are considered together as the GPU Energy companies. GPU Electric, which includes GPU Capital, Inc. and GPU Electric, Inc. and their subsidiaries, owns, operates and funds the acquisition of electric distribution and gas transmission systems in foreign countries. GPU Electric's foreign utility companies include Midlands Electricity plc (conducting business as GPU Power UK), Empresa Distribuidora Electrica Regional S.A. (Emdersa) and GPU GasNet. GPU Power, Inc. and its subsidiaries (GPU Power) develop, own and operate generation facilities in foreign countries. Other subsidiaries of GPU, Inc. include GPU Advanced Resources, Inc. (GPU AR), which is involved in retail energy sales; GPU Telcom Services, Inc. (GPU Telcom), which is engaged in telecommunications-related businesses; MYR Group Inc. (MYR), which is a utility infrastructure construction services company; GPU Service, Inc. (GPUS), which provides legal, accounting, financial and other services to the GPU companies; GPU Diversified Holdings LLC, and GPU Nuclear, Inc. (GPUN). The GPU Energy Companies The area served by the GPU Energy companies extends from the Atlantic Ocean to Lake Erie, and is generally comprised of small communities, rural and suburban areas and includes a wide diversity of industrial enterprises, as well as substantial farming areas. JCP&L provides retail service in northern, western and east central New Jersey, having an estimated population of approximately 2.7 million. Met-Ed provides retail electric service in all or portions of 14 counties, in the eastern and south central parts of Pennsylvania, having an estimated population of about 1.3 million. Penelec provides retail and wholesale electric service within a territory located in western, northern and south central Pennsylvania, extending from the Maryland state line northerly to the New York state line, with a population of about 1.6 million, approximately 28% of which is concentrated in 23 cities and boroughs, all with populations over 5,000. Penelec provides wholesale service to the Allegheny Electric Cooperative, Inc., which serves 13 rural electric cooperatives in Pennsylvania and one in New Jersey, under an agreement that is to be terminated as of April 1, 2001, subject to FERC approval. Penelec, as lessee of the property of the Waverly Electric Light & Power Company, also serves a population of about 13,400 in Waverly, New York and vicinity. GPU Electric GPU Electric owns electric distribution and gas transmission businesses in England, Australia and Argentina. In June 2000, GPU Electric sold its electric transmission business in Australia and, as a result, recorded a pre-tax loss in 2000 of $372 million ($276.6 million after-tax, or $2.28 per share), including a $94 million foreign currency loss. As of December 31, 2000, GPU, Inc.'s aggregate investment in GPU Electric was $881 million. GPU, Inc. has also guaranteed up to an additional $899 million of outstanding GPU Electric obligations. GPU Power UK's primary business is the distribution of electricity in an area having an estimated population of approximately five million residents that includes Birmingham, parts of Staffordshire and the rural areas of Gloucestershire, Shropshire and Hereford and Worcester. GPU Power UK also provides service connections for street lighting, traffic lights and other installations from its main networks. GPU GasNet owns and maintains a high-pressure gas transmission pipeline system that serves a total consumption base of approximately 1.3 million residential customers and approximately 40,000 industrial and commercial users throughout Victoria. GPU GasNet's primary purpose is