<PAGE>
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         FOR THE TRANSITION PERIOD FROM ___________________TO __________________


                        COMMISSION FILE NUMBER 333-51464

                 RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                                                     <C>
                        DELAWARE                                                          52-2154847
(State or other jurisdiction of incorporation or organization)              (I.R.S. Employer Identification Number)


                     1111 LOUISIANA
                  HOUSTON, TEXAS 77002                                                    (713) 207-3200
  (Address and zip code of principal executive offices)               (Registrant's telephone number, including area code)
</Table>

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None.

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None.

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

     As of April 10, 2002, all of the outstanding equity interests in Reliant
Energy Mid-Atlantic Power Holdings, LLC were held by Reliant Energy Northeast
Generation, Inc., an indirect subsidiary of Reliant Energy, Incorporated and
Reliant Resources, Inc.

     RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC MEETS THE CONDITIONS SET
FORTH IN GENERAL INSTRUCTION I 1(a) AND (b) OF FORM 10-K, AND IS THEREFORE
FILING THIS FORM 10-K WITH THE REDUCED DISCLOSURE FORMAT.

================================================================================
<PAGE>
                 RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC
                                AND SUBSIDIARIES


                                TABLE OF CONTENTS

<Table>
<Caption>
                                     PART I
<S>                                                                                                         <C>
Item 1.        Business.....................................................................................2

Item 2.        Properties...................................................................................8

Item 3.        Legal Proceedings............................................................................8

Item 4.        Submission of Matters to a Vote of Security Holders..........................................9


                                     PART II

Item 5.        Market for REMA's Common Equity and Related Stockholder Matters.....................         10

Item 6.        Selected Financial Data.............................................................         10

Item 7.        Management's Narrative Analysis of the Results of Operations of Reliant Energy Mid-Atlantic
                 Power Holdings, LLC........................................................................11

Item 7A.       Quantitative and Qualitative Disclosures About Market Risk...................................13

Item 8.        Financial Statements and Supplementary Data..................................................14


                                     PART II

Item 9.        Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.........49

Item 10.       Directors and Executive Officers.............................................................49

Item 11.       Executive Compensation.......................................................................49

Item 12.       Security Ownership of Certain Beneficial Owners and Management...............................49

Item 13.       Certain Relationships and Related Transactions...............................................49


                                     PART IV

Item 14.       Exhibits, Financial Statement Schedules and Reports on Form 8-K..............................50
</Table>




                                       i
<PAGE>
           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

     From time to time we make statements concerning our expectations, beliefs,
plans, objectives, goals, strategies, future events or performance and
underlying assumptions and other statements that are not historical facts. These
statements are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results may differ materially
from those expressed or implied by these statements. In some cases, you can
generally identify our forward-looking statements by the words "anticipates,"
"believes," "continue," "could," "estimates," "expects," "intends," "may,"
"plans," "potential," "predicts," "should," "will," "objective," "projection,"
"forecast," "goal," or other similar words.

     We have based our forward-looking statements on our management's beliefs
and assumptions based on information available to our management at the time the
statements are made. We caution you that assumptions, beliefs, expectations,
intentions and projections about future events may and often do vary materially
from actual results. Therefore, we cannot assure you that actual results will
not differ materially from those expressed or implied by our forward-looking
statements.

     The following list identifies some of the factors that could cause actual
results to differ from those expressed or implied by our forward-looking
statements:

     o    state and federal legislative and regulatory developments, including
          deregulation, re-regulation and restructuring of the electric utility
          industry, changes in or application of environmental and other laws
          and regulations to which we are subject, and changes in or application
          of laws or regulations applicable to other aspects of our business,
          such as commodities hedging activities,

     o    the effects of competition, including the extent and timing of the
          entry of additional competitors in our markets,

     o    liquidity concerns and the effects of insufficient credit in our
          markets,

     o    our pursuit of potential business strategies,

     o    the timing and extent of changes in commodity prices,

     o    the availability of adequate supplies of fuel, water, and associated
          transportation necessary to operate our generation portfolio,

     o    weather variations and other natural phenomena, which can effect the
          demand for power from or our ability to produce power at, our
          generating facilities,

     o    financial market conditions, our access to capital and the results of
          our financing efforts,

     o    the creditworthiness or bankruptcy or other financial distress of our
          customers and other parties with whom we have contracts,

     o    actions by rating agencies with respect to us or our competitors,

     o    acts of terrorism or war,

     o    the availability and price of insurance,

     o    political, legal, regulatory and economic conditions and developments
          in the United States,

     o    the successful operation of deregulating power markets, and

     o    other factors we discuss in this Form 10-K and our other SEC filings.




                                       1
<PAGE>

     You should not place undue reliance on forward-looking statements. Each
forward-looking statement speaks only as of the date of the particular
statement, and we undertake no obligation to publicly update or revise any
forward-looking statements.
                                     PART I

ITEM 1.  BUSINESS

GENERAL

     Reliant Energy Mid-Atlantic Power Holdings, LLC, a Delaware limited
liability company (formerly Sithe Pennsylvania Holdings, LLC), and its
affiliates and subsidiaries (collectively, REMA) owns or leases 21 electric
generation facilities in Pennsylvania, New Jersey and Maryland with an aggregate
net generating capacity of 4,262 megawatts (MW) as of December 31, 2001. REMA is
an indirect wholly owned subsidiary of Reliant Energy Power Generation, Inc.
(REPG) which is a wholly owned subsidiary of Reliant Resources, Inc. (Reliant
Resources).

     In May 2000, REPG purchased the equity in REMA from Sithe Energies, Inc.
(Sithe) for an aggregate purchase price of $2.1 billion. Included within this
purchase transaction were transition power sales contracts, including a capacity
transition contract with affiliates of GPU, Inc. (GPU). These transition power
sales contracts were originally entered into with the affiliates of GPU at the
time of Sithe's acquisition of REMA in November 1999 from GPU. Until the end of
May 2002, we expect to sell a portion of our capacity under these transition
power sales contracts. During the term of the transition power sales contracts,
we will derive revenues from sales of capacity under these contracts, as well as
sales into the Pennsylvania-New Jersey-Maryland market, commonly referred to as
the "PJM market," of capacity and energy not required to meet the terms of these
contracts, sales of ancillary services and sales through bilateral contracts
with power marketers and load serving entities within the PJM market and the
surrounding markets. REMA also expects to sell power in a newly created
extension of the PJM market in western Pennsylvania (PJM West market). For
additional information regarding the acquisition of REMA, see Note 3(a) to the
REMA's financial statements contained in Item 8 of this Form 10-K (REMA 10-K
Notes).

     In August 2000, REMA sold to and leased back from each of three
owner-lessors in separate lease transactions REMA's respective 16.45%, 16.67%
and 100% interests in the Conemaugh, Keystone and Shawville generating stations,
respectively. As lessee, REMA leases an interest in each facility from each
owner-lessor under a facility lease agreement. As consideration for the sale of
REMA's interest in the facilities, REMA received $1.0 billion in cash. REMA used
$1.0 billion of sale proceeds to return capital of $183 million, with the
remainder used to reduce affiliate debt. For additional information regarding
the sale and leaseback transactions, see Note 6(a) to the REMA 10-K Notes.

THE PJM MARKET FRAMEWORK

     All of our facilities are located within the PJM market. The PJM market
encompasses a region in the northeast part of the United States that includes
all or a portion of the states of Pennsylvania, New Jersey, Maryland, Delaware
and Virginia and the District of Columbia. As of March 31, 2002, the PJM market
included 293 generating facilities with a total installed capacity of 61,414
megawatts (MW). The fuel mix of this aggregate capacity is approximately 34%
coal-fired, 21% nuclear, 21% gas-fired, 19% oil-fired, 4% hydroelectric power
and 1% from other sources.

     The PJM market has been restructured as competitive, nondiscriminatory
markets in response to the Federal Energy Regulatory Commission's (FERC)
open-access rules. The PJM market and PJM West market operate as centralized
power pools with open-access, non-discriminatory transmission systems
administered by independent system operators approved by the FERC. Although the
transmission infrastructure within this market is well developed and
independently operated, transmission constraints exist between, and to a certain
extent within, this market. In particular, transmission of power from eastern
Pennsylvania to western Pennsylvania may be constrained from time to time.
Depending on the timing and nature of transmission constraints, market prices
may vary from market to market, or between sub-regions of a particular market.

    In addition to managing the transmission system for each market, the
respective independent system operator for the PJM market and PJM West market is
responsible for maintaining competitive wholesale markets, operating the spot
wholesale energy market and determining the market clearing price based on bids
submitted by participating generators in each market. Each independent system
operator generally matches sellers with buyers within a



                                       2
<PAGE>

particular market that meet specified minimum credit standards. We sell
capacity, energy and ancillary services into the markets maintained by the
applicable independent system operator for each of these types of products for
both real time sales and forward sales for periods of up to one year. Our
customers include the members of each market, consisting of municipalities,
electric cooperatives, integrated utilities, transmission and distribution
utilities, retail electric providers and power marketers. We also sell capacity,
energy and ancillary services to customers under negotiated bilateral contracts.
Bilateral contracts, in addition to other physical and financial transactions
enable us to hedge a portion of our generation portfolio.

    Markets in the Northeastern United States are subject to constant and
significant regulatory oversight and control and the results of our operations
in the region may be adversely affected by any changes or additions to the
current regulatory structure. Our sales into markets administered by the PJM
independent system operator (PJM ISO) are governed by the PJM ISO's operating
agreement, tariffs and protocols (PJM Protocols). The PJM Protocols provide the
structure, rules and pricing mechanisms for the PJM ISO's energy, capacity and
ancillary services markets, and establish rates, terms and conditions for
transmission service in PJM ISO's control area and the PJM West market,
including transmission congestion pricing. Wholesale energy prices in the
markets administered by the PJM ISO are currently capped at $1,000 per
megawatt-hour.

OUR GENERATING FACILITIES

     REMA owns a 100% ownership interest in each of its electric generating
stations except for the Conemaugh, Keystone and Shawville stations, which REMA
leases from owner lessors. The table below lists and describes briefly our
electric power generating facilities.

<Table>
<Caption>
                                                              NET GENERATING
GENERATION FACILITIES(1)                         LOCATION      CAPACITY(MW)   DISPATCH TYPE(1)          FUEL
--------------------------------------------- --------------- --------------- ------------------ -------------------
<S>                                            <C>                   <C>      <C>                   <C>
Shawville(2).................................. Pennsylvania             613      Base, Peak             Coal
Portland...................................... Pennsylvania             585   Base, Inter, Peak     Coal/Gas/Oil
Keystone(2)................................... Pennsylvania             285         Base                Coal
Titus......................................... Pennsylvania             281      Base, Peak         Coal/Gas/Oil
Conemaugh(2).................................. Pennsylvania             281         Base                Coal
Seward........................................ Pennsylvania             196         Base                Coal
Gilbert.......................................  New Jersey              614      Inter, Peak          Gas/Oil
Sayreville....................................  New Jersey              449      Inter, Peak          Gas/Oil
Warren........................................ Pennsylvania             150         Inter           Coal/Gas/Oil
Werner........................................  New Jersey              252         Peak                Oil
Glen Gardner..................................  New Jersey              184         Peak              Gas/Oil
Hunterstown................................... Pennsylvania              71         Peak              Gas/Oil
Wayne......................................... Pennsylvania              66         Peak                Oil
Mountain...................................... Pennsylvania              47         Peak              Gas/Oil
Tolna......................................... Pennsylvania              47         Peak                Oil
Piney......................................... Pennsylvania              29         Base               Hydro
Blossburg..................................... Pennsylvania              25         Peak                Gas
Hamilton...................................... Pennsylvania              23         Peak                Oil
Orrtanna...................................... Pennsylvania              23         Peak                Oil
Shawnee....................................... Pennsylvania              23         Peak                Oil
Deep Creek....................................   Maryland                18         Peak               Hydro
                                                              ---------------
         Total................................                        4,262
                                                              ===============
</TABLE>

----------
 (1)We use the designations "Base," "Inter" and "Peak" to indicate whether the
    facilities described are base-load, intermediate or peaking facilities,
    respectively.
(2) We lease a 100% interest in the Shawville Station, a 16.67% interest in the
    Keystone Station and a 16.45% interest in the Conemaugh Station under
    facility lease agreements with terms of 26.25 years, 33.75 years and 33.75
    years, respectively.




                                       3
<PAGE>

SEASONALITY OF OUR BUSINESS

     Our revenues are seasonal and are affected by unusual weather conditions.
Short-term prices for capacity, energy and ancillary services in the PJM market
and PJM West market are particularly impacted by weather conditions. Peak demand
for electricity typically occurs during the summer months, caused by increased
use of air-conditioning. Cooler than normal summer temperatures may lead to
reduced use of air-conditioners. This reduces short-term demand for capacity,
energy and ancillary services and may lead to a reduction in wholesale electric
prices.

COMPETITION

    We compete in the PJM market and PJM West market on the basis of price,
operating characteristics of our generating facilities and the availability of
our facilities to supply capacity, energy and ancillary services to the market
when needed. We compete in the PJM market and PJM West market primarily with six
other major power generators. A number of additional generation facilities are
being developed in the PJM market and PJM West market, and these facilities will
increase competition in that market over time. Additional facilities are also
being planned for the PJM market and PJM West market and could be developed in
the future.

EMPLOYEES

     As of December 31, 2001, we had 1,119 employees. Of that number, 1,001 were
involved in operating and maintaining our generating facilities. Substantially
all of the operating employees were involved in the operation of our facilities
before they were acquired by Sithe from affiliates of GPU. Furthermore, 386
employees were involved in the operation and support of the Keystone and
Conemaugh stations. All of the facilities are staffed by a combination of union
and nonunion employees. All union employees are covered by current labor
agreements with the relevant unions, and those agreements have varying
expiration dates until May 15, 2007. To date, we have not experienced any
grievances that we expect to result in a material adverse effect on us.


                                   REGULATION

ENERGY REGULATORY MATTERS

Federal Energy Regulation.

     Federal Power Act. Under the Federal Power Act, the FERC has the exclusive
rate-making jurisdiction over wholesale sales of electricity and the
transmission of electricity in interstate commerce by "public utilities." Public
utilities that are subject to the FERC's jurisdiction must file rates with the
FERC applicable to their wholesale sales or transmission of electricity in
interstate commerce. REMA and its subsidiaries that own generating facilities,
Reliant Energy New Jersey Holdings, LLC and Reliant Energy Maryland Holdings,
LLC, sell power at wholesale and are public utilities under the Federal Power
Act. In July 1999 and August 1999, the FERC accepted for filing tariffs for the
sale of energy and capacity at wholesale at market-based rates filed by the
predecessors of REMA and those two subsidiaries. The FERC also granted the
predecessor companies waivers of many of the accounting, recordkeeping and
reporting requirements that are imposed on public utilities with cost-based rate
schedules. In October 1999, the FERC accepted for filing rate schedules for the
sale of some ancillary services at market-based rates filed by such companies.
On March 1, 2000, predecessors of REMA and its two subsidiaries that own
generating facilities jointly filed with the FERC a notification of the planned
acquisition by REPG and the resulting affiliation with Reliant Energy,
Incorporated (our current ultimate parent company) as well as revised tariffs
reflecting such changes. The FERC accepted the revised tariffs for filing on
April 3, 2000, effective March 2, 2000. In May 2000, REMA and its two
subsidiaries that own generating facilities filed revised tariffs for the sale
of energy, capacity and ancillary services at market-based rates that included
regulation service as an additional ancillary service. FERC accepted the revised
tariffs for filing on June 2, 2000, effective June 1, 2000.

     The FERC's orders accepting the market-based rate schedules, as is
customary with such orders, reserve the right to revoke or limit market-based
rate authority if the FERC subsequently determines that REMA or any of its
affiliates possess excessive market power. If the FERC were to revoke our
market-based rate authority, we would have to file, and obtain the FERC's
acceptance of, cost-based rate schedules for all or some of our sales. In
addition,



                                       4
<PAGE>

the loss of market-based rate authority could subject us to the accounting,
recordkeeping and reporting requirements that the FERC imposes on public
utilities with cost-based rate schedules.

     The FERC issued Order No. 2000 in December 1999. Order No. 2000, which
applies to all FERC jurisdictional transmission providers, describes the FERC's
intention to promote the establishment of large regional transmission
organizations (RTOs) and sets forth the minimum characteristics and functions of
RTOs. Among the basic minimum characteristics are that the RTOs must be
independent of market participants and must be of sufficient scope and
geographical configuration. Order No. 2000 also encourages RTOs to work with
each other to minimize or eliminate "seams" issues between RTOs that operate as
barriers to inter-regional transactions. The FERC's goal is to encourage the
growth of a robust competitive wholesale market for electricity. Although
jurisdictional transmission providers are not required to join RTOs, they are
encouraged to do so. Under Order No. 2000, RTOs were to be operational by
December 15, 2001. However, because RTO development was in different stages in
different regions of the country, the FERC issued an order on November 7, 2001
extending the deadline until it resolves issues relating to geographic scope and
governance of qualifying RTOs across the country and issues relating to business
and procedural needs. For organizations to accomplish the functions of Order No.
2000, the FERC is taking steps to create business standards and protocols to
facilitate RTO formation. However, there can be no assurance that the FERC's
goals will be achieved. Also there is considerable resistance in some regions to
the formation of RTOs. At least 14 separate organizations, covering the
substantial majority of all the FERC jurisdictional transmission providers, are
in various stages of organization and have made at least preliminary filings
with the FERC.

     Public Utility Holding Company Act. The Public Utility Holding Company Act
of 1935, or PUHCA, subjects to regulation as a registered holding company any
corporation, partnership or other entity or organized group that owns, controls
or has power to vote 10% or more of the outstanding voting securities of a
"public utility company" or a company that is a "holding company" of a public
utility company, unless an exemption is established or an order is issued by the
SEC declaring such company not to be a holding company. Registered holding
companies under PUHCA are generally required to limit their operations to a
single integrated utility system and to other operations functionally related to
the operation of the utility system. In addition, under PUHCA, a public utility
company that is a subsidiary of a registered holding company must comply with
various financial and organizational regulations, including approval of many of
its financing transactions by the SEC. Under the Energy Policy Act of 1992, a
company engaged exclusively in the business of owning and/or operating
facilities used for the generation of electric energy exclusively for sale at
wholesale and selling electric energy at wholesale may be exempted from PUHCA
regulation as an "exempt wholesale generator," or EWG. Sithe Pennsylvania
Holdings, LLC, Sithe Maryland Holdings, LLC and Sithe New Jersey Holdings, LLC,
the predecessors of REMA, Reliant Energy Maryland Holdings, LLC and Reliant
Energy New Jersey Holdings, LLC, respectively, received from the FERC
determinations of EWG status in 1999. Following both the restructuring by which
Reliant Energy Maryland Holdings, LLC and Reliant Energy New Jersey Holdings,
LLC became subsidiaries of REMA and the lease transaction, FERC reaffirmed the
continued exempt wholesale generator (EWG) status of REMA and its subsidiaries
in an order issued in October 2000.

     If, after having received this determination, there is a "material change"
in facts that might affect our continued eligibility for EWG status, within 60
days of this material change we must:

     o    file with the FERC a written explanation of why the material change
          does not affect our EWG status,

     o    file with the FERC a new application for EWG status, or

     o    notify the FERC that we no longer wish to maintain EWG status .

     On January 22, 2001, and as amended May 10, 2001, REMA and some of the
other companies that hold or lease individual interests in the Keystone station
and in the Conemaugh station, and that are also EWGs, filed with FERC separate
applications for a redetermination of their status as EWGs, in connection with a
transaction related to a new fuel supply for the Keystone station and other
lease and real property activities related to the plant sites. The interest
owners in the Keystone station have agreed to lease to SynFuel Co. land and the
use of some facilities and to provide SynFuel Co. coal, which SynFuel Co. will
then convert to synthetic fuel for use at the Keystone station. On June 14,
2001, FERC issued an order approving the SynFuel arrangements and also finding,
based in part on the commitments of REMA and the other interest owners that are
EWGs to donate the proceeds of certain other



                                       5
<PAGE>

commercial lease and real property activities to charity, that REMA's
participation in these leasing activities was consistent with its EWG status.

     If we lost our EWG status, we would have to restructure our organization
or, with Reliant Energy and its other subsidiaries, risk being subjected to
regulation under PUHCA.

     State Regulation. In Pennsylvania, our generation facilities are not
subject to rate regulation by the Pennsylvania Public Utility Commission
because, under the Pennsylvania Electricity Generation Customer Choice and
Competition Act, the generation of electricity is no longer regulated as a
utility function. Under this statutory scheme, affiliates of GPU transferred
their generation facilities located in Pennsylvania to Sithe Energies and its
affiliates through a transaction approved by the Pennsylvania Public Utility
Commission in June 1999.

     Similarly, our New Jersey generation facilities are not subject to rate
regulation by the New Jersey Board of Public Utilities because, under the New
Jersey Electric Discount and Energy Competition Act, New Jersey has determined
that electric generation service in New Jersey is a competitive service that is
no longer subject to regulation. As in Pennsylvania, our New Jersey generation
facilities became unregulated when they were transferred by GPU affiliates to
Sithe Energies and its affiliates in a transaction approved by the New Jersey
Board, and the facilities continue to be unregulated. Under the New Jersey act,
however, the Board may re-regulate the provision of electric generation service
in the event the Board concludes that sufficient competition is no longer
present.

                              ENVIRONMENTAL MATTERS

GENERAL

     We are subject to a number of federal, state and local requirements
relating to the protection of the environment and the safety and health of
personnel and the public. These requirements relate to a broad range of our
activities, including the discharge of pollutants into air, water, and soil, the
proper handling of solid, hazardous, and toxic materials and waste, noise, and
safety and health standards applicable to the workplace. In order to comply with
these requirements, we will spend substantial amounts from time to time to
construct, modify and retrofit equipment, acquire air emission allowances for
operation of our facilities, and to clean up or decommission disposal or fuel
storage areas and other locations as necessary. Anticipated environmental
expenditures for the period 2002 through 2006 are $85 million.

     If we do not comply with environmental requirements that apply to our
operations, regulatory agencies could seek to impose on us civil, administrative
and/or criminal liabilities as well as seek to curtail our operations. Under
some statutes, private parties could also seek to impose upon us civil fines or
liabilities for property damage, personal injury and possibly other costs.

AIR EMISSIONS

     As part of the 1990 amendments to the Federal Clean Air Act (Clean Air
Act), requirements and schedules for compliance were developed for attainment of
health-based standards. As part of this process, standards for the emission of
Nitrogen Oxides (NOx), a product of the combustion process associated with power
generation, are being developed or have been finalized. We currently anticipate
capital expenditures of approximately $25 million for 2002-2004 period,
including the costs associated with our ownership share of Keystone and
Conemaugh station. We will purchase NOX allowances, if available, in addition to
those that are allocated to our facilities in order to minimize our cost of
compliance.

     The Environmental Protection Agency (EPA) has announced its determination
to regulate hazardous air pollutants (HAPs) from coal-fired and oil-fired steam
electric generating units under Section 112 of the Clean Air Act. The EPA plans
to develop maximum achievable control technology (MACT) standards for these
types of units. The rulemaking for coal and oil-fired steam electric generating
units must be completed by December 2004. Compliance with the rules will be
required within three years thereafter. The MACT standards that will be
applicable to the units cannot be predicted at this time so the impact on our
facilities is uncertain. In addition, a request for reconsideration of the EPA's
decision to impose MACT standards has been filed with the EPA. We cannot predict
the outcome of the request.




                                       6
<PAGE>

     In 1998, the United States became a signatory to the United Nations
Framework Convention on Climate Change (the Kyoto Protocol). The Kyoto Protocol
calls for developed nations to reduce their emissions of greenhouse gases.
Carbon dioxide, which is a major byproduct of the combustion of fossil fuel, is
considered to be a greenhouse gas. If the United States Senate ultimately
ratifies the Kyoto Protocol, any resulting limitations on power plant carbon
dioxide emissions could have a material adverse impact on all fossil fuel fired
facilities, including those belonging to us.

     The EPA is conducting a nationwide investigation regarding the historical
compliance of coal-fueled electric generating stations with various permitting
requirements of the Clean Air Act. Specifically, the EPA and the United States
Department of Justice have initiated formal enforcement actions and litigation
against several other utility companies that operate these stations, alleging
that these companies modified their facilities without proper pre-construction
permit authority. Since June 1998, six of our coal-fired facilities have
received requests for information related to work activities conducted at those
sites. The EPA has not filed an enforcement action or initiated litigation in
connection with these facilities at this time. Nevertheless, any litigation, if
pursued successfully by the EPA, could accelerate the timing of emission
reductions currently contemplated for the facilities and result in the
imposition of penalties.

     In February 2001, the United States Supreme Court upheld a previously
adopted EPA ambient air quality standards for fine particulate matter and ozone.
While attaining these new standard may ultimately require expenditures for air
quality control system upgrades for our facilities, regulations addressing
affected sources and required controls are not expected until after 2005.
Consequently, it is not possible to determine the impact on our operations at
this time.

     Multi-pollutant air emission initiative. On February 14, 2002, the White
House announced its "Clear Skies Initiative." The proposal is aimed at long-term
reductions of multiple pollutants produced from fossil fuel-fired power plants.
Reductions averaging 70% are targeted for Sulfur Dioxide (SO2), NOx, and
mercury. In addition, a voluntary program for greenhouse gas emissions is
proposed as an alternative to the Kyoto Protocol discussed above. The
implementation of the initiative, if approved by the United States Congress,
would be a market-based program, modeled after the Acid Rain Program, beginning
in 2008 and phased full compliance by 2018. Fossil fuel-fired power plants in
the United States would be affected by the adoption of this program, or other
legislation currently pending in the United States Congress addressing similar
issues. Such programs would require compliance to be achieved by the
installation of pollution controls, the purchase of emission allowances or
curtailment of operations.

WATER ISSUES

     In July 2000, the EPA issued final rules for the implementation of the
Total Maximum Daily Load program of the Clean Water Act (TMDL). The goal of the
TMDL rules is to establish, over the next 15 years, the maximum amounts of
various pollutants that can be discharged into waterways while keeping those
waterways in compliance with water quality standards. The establishment of TMDL
values may eventually result in more stringent discharge limits in each
facility's discharge permit. Such limits may require our facilities to install
additional water treatment, modify operational practices or implement other
wastewater control measures. Certain members of the United States Congress have
expressed concern to the EPA about the TMDL program and the EPA, in October
2001, extended the effective date of the regulation until April 2003.

     In November 2001, the EPA promulgated rules that impose additional
technology based requirements on new cooling water intake structures. Draft
rules for existing intake structures have also been issued. It is not known at
this time what requirements the final rules for existing intake structures will
impose and whether our existing intake structures will require modification as a
result of such requirements. The process by which the intake structure rules
were written was a contentious one and litigation is expected. Court action in
response to this expected litigation could result in unforeseen changes in the
requirements.

     A number of efforts are under way within the EPA to evaluate water quality
criteria for parameters associated with the byproducts of fossil fuel
combustion. These parameters include arsenic, mercury and selenium. Significant
changes in these criteria could impact station discharge limits and could
require our facilities to install additional water treatment equipment. The
impact on us as a result of these initiatives is unknown at this time.




                                       7
<PAGE>

LIABILITY FOR PREEXISTING CONDITIONS AND REMEDIATION

     Under the purchase agreements between Sithe Energies and REPG, we, with a
few exceptions, assumed liability for preexisting conditions, including some
ongoing remediations at the electric generating stations. Funds for carrying out
any identified actions have been included in our planning for future
requirements, and we are not currently aware of any environmental condition at
any of our facilities that we expect to have a material adverse effect on our
financial position, results of operation or cash flows.

     A prior owner of one of our facilities entered into a Consent Order
Agreement with the Pennsylvania Department of Environmental Protection (PaDEP)
to remediate a coal refuse pile on the property of the facility. We expect the
remediation will cost between $10 million and $15 million. Under the acquisition
agreements between Sithe Energies and GPU, GPU has agreed to retain
responsibility for up to $6 million of environmental liabilities associated with
the coal refuse site at this facility. We will be responsible for any amounts in
excess of that $6 million. In August 2000 we signed a modified consent order
that committed us to complete the remediation work no later than November 2004.

     Under the New Jersey Industrial Site Recovery Act (ISRA), owners and
operators of industrial properties are responsible for performing all necessary
remediation at the facility prior to closing, or undertaking actions that ensure
that the property will be remediated after the closing of a facility and the
termination of operations. In connection with the acquisition of our facilities
from Sithe Energies, we have agreed to take responsibility for any costs under
ISRA relating to the four New Jersey properties we purchased. We estimate that
the costs to fulfill our obligations under ISRA will be approximately $10
million. However, these remedial activities are still in the early stages.
Following further investigation the scope of the necessary remedial work could
increase, and we could, as a result, incur greater costs.

     REMA operates six landfills for the exclusive disposal of solid wastes
generated at its coal fired generation facilities in Pennsylvania. Under the
PaDEP permitting scheme, those sites have specifically calculated and bonded
closure obligations. We expect approximately $16 million to be paid over the
next five years.

     As a result of their age, many of our facilities contain significant
amounts of asbestos insulation, other asbestos containing materials, as well as
lead-based paint. Existing state and federal rules require the proper management
and disposal of these potentially toxic materials. We have developed a
management plan that includes proper maintenance of existing non-friable
asbestos installations, and removal and abatement of asbestos containing
materials where necessary because of maintenance, repairs, replacement or damage
to the asbestos itself. We have planned for the proper management, abatement and
disposal of asbestos and lead-based paint at our facilities in our financial
planning.

     Under the federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, or CERCLA, owners and operators of facilities from which
there has been a release or threatened release of hazardous substances, together
with those who have transported or arranged for the disposal of those
substances, are liable for:

     o    the costs of responding to that release or threatened release, and

     o    the restoration of natural resources damaged by any such release.

     We are not aware of any liabilities under CERCLA that would have a material
adverse effect on us, our financial position, results of operations or cash
flows.

ITEM 2.  PROPERTIES

     For information regarding our properties, please read "Our Generating
Facilities" in Item 1 of this Form 10-K, which information is incorporated
herein by reference.

ITEM 3.  LEGAL PROCEEDINGS




                                       8
<PAGE>

     For a description of certain legal and regulatory proceedings affecting
REMA, see "Regulation - Energy Regulatory Matters" and "- Environmental Matters"
in Item 1 of this Form 10-K and Note 6 to REMA 10-K Notes, which description is
incorporated herein by reference.

RESTATEMENT OF SECOND AND THIRD QUARTER 2001 RESULTS OF OPERATIONS

     On February 5, 2002, Reliant Resources, REMA's indirect parent company,
announced that it and REMA were restating earnings for the second and third
quarters of 2001. As more fully described in REMA's March 15, 2002 Current
Report on Form 8-K, the restatement related to a correction in accounting
treatment for a series of four structured transactions that were inappropriately
accounted for as cash flow hedges for the period of May 2001 through September
2001, rather than as derivatives with changes in fair value recognized through
the income statement. Each structured transaction involved a series of forward
contracts to buy and sell an energy commodity in 2001 and to buy and sell an
energy commodity in 2002 or 2003.

     At the time of the public announcement of the intention to restate REMA's
reporting of the structured transactions, the Audit Committee of the Board of
Directors of Reliant Resources (Audit Committee) instructed Reliant Resources to
conduct an internal audit review to determine whether there were any other
transactions included in Reliant Resources' asset books as cash flow hedges that
failed to meet the cash flow hedge requirements under Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities" as amended. This targeted internal audit review found no
other similar transactions.

     The Audit Committee also directed an internal investigation by outside
legal counsel of the facts and circumstances leading to the restatement, which
investigation has been completed. In connection with the restatement and related
investigations, the Audit Committee has met eight times to hear and assess
reports from the investigative counsel regarding its investigation and contacts
with the Staff of the SEC. To address the issues identified in the investigation
process, the Audit Committee and management have begun analyzing and
implementing remedial actions, including, among other things, changes in
organizational structure and enhancement of internal controls and procedures.

     On April 5, 2002, Reliant Resources was advised that the Staff of the
Division of Enforcement of the SEC is conducting an informal inquiry into the
facts and circumstances surrounding the restatement. Reliant Resources is
cooperating with this inquiry. Before releasing Reliant Resources' 2001
earnings, Reliant Resources received concurrence from the SEC's accounting staff
on the accounting treatment of the restatement, which increased REMA's earnings
for the two quarters by a total of $34 million. At this time, REMA cannot
predict the outcome of the SEC's inquiry.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The information called for by Item 4 is omitted pursuant to Instruction I
(2)(c) to Form 10-K (Omission of Information by Certain Wholly Owned
Subsidiaries).




                                       9
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR REMA'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     All of the 1,000 outstanding shares of REMA's common stock are held by by
Reliant Energy Northeast Generation, Inc., an indirect subsidiary of Reliant
Resources.

ITEM 6.  SELECTED FINANCIAL DATA.

     The information called for by Item 6 is omitted pursuant to Instruction I
(2)(c) to Form 10-K (Omission of Information by Certain Wholly Owned
Subsidiaries).




                                       10
<PAGE>

ITEM 7.  MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS OF RELIANT
         ENERGY MID-ATLANTIC POWER HOLDINGS, LLC

     The following narrative analysis should be read in combination with REMA's
financial statements and notes contained in Item 8 of the Form 10-K of REMA.

     REMA is a Delaware limited liability company that owns or leases 21
electric generation facilities in Pennsylvania, New Jersey and Maryland. REMA is
an indirect wholly owned subsidiary of REPG which is a wholly owned subsidiary
of Reliant Resources.

     In May 2000, REPG purchased the equity in REMA from Sithe for an aggregate
purchase price of $2.1 billion. REPG accounted for the acquisition as a purchase
with assets and liabilities of REMA reflected at their estimated fair values.
The fair value adjustments related to the acquisition, which have been pushed
down to REMA, primarily included adjustments in property, plant and equipment,
air emissions regulatory allowances, materials and supplies inventories,
specific intangibles related to generating plants, environmental reserves and
related deferred taxes. For additional information regarding the acquisition of
REMA, see Note 3(a) to the REMA 10-K Notes.

     Until the end of May 2002, we expect to sell a portion of our capacity
under transition power sales contracts entered into with affiliates of GPU at
the time of Sithe's acquisition of REMA in November 1999 from GPU. During the
term of the transition power sales contracts, we will derive revenues from sales
of capacity under these contracts, as well as sales into the PJM market and PJM
West market of capacity and energy not required to meet the terms of these
contracts, sales of ancillary services and sales through bilateral contracts
with power marketers and load serving entities within the PJM market and the
surrounding markets.

     In August 2000, REMA sold to and leased back from each of three
owner-lessors in separate lease transactions REMA's respective 16.45%, 16.67%
and 100% interests in the Conemaugh, Keystone and Shawville generating stations,
respectively. As lessee, REMA leases an interest in each facility from each
owner-lessor under a facility lease agreement. As consideration for the sale of
REMA's interest in the facilities, REMA received $1.0 billion in cash. REMA used
the $1.0 billion of sale proceeds to return capital of $183 million, with the
remainder used to reduce affiliate debt. For additional information regarding
sale and leaseback transactions, see Note 6(a) to the REMA 10-K Notes.

                 COMBINED AND CONSOLIDATED RESULTS OF OPERATIONS

<Table>
<Caption>
                                                         FOR THE PERIODS FROM
                                         ----------------------------------------------------------
                                       NOVEMBER 24, 1999 TO   JANUARY 1, 2000 TO     MAY 12, 2000 TO       YEAR ENDED
                                        DECEMBER 31, 1999        MAY 11, 2000       DECEMBER 31, 2000   DECEMBER 31, 2001
                                          (FORMER REMA)         (FORMER REMA)        (CURRENT REMA)      (CURRENT REMA)
                                         ---------------       --------------        --------------      -------------
                                                                      (IN THOUSANDS)
<S>                                       <C>                 <C>                   <C>                  <C>
Revenues.............................     $       29,526       $      166,490        $      483,937      $     577,037
Operating Expenses...................             26,616              126,639               275,282            496,530
                                          --------------       --------------        --------------      -------------
Operating Income.....................              2,910               39,851               208,655             80,507
Other Income.........................                 --                   --                    --              2,825
Interest Expense to Affiliate, net...            (12,588)             (46,538)              (73,037)           (88,989)
Interest Income, net.................                 --                   --                 3,034                677
Income Tax (Expense) Benefit.........                 --                   --               (57,436)             4,540
                                         ---------------       --------------        --------------      -------------
  Net Income (Loss)..................    $        (9,678)      $       (6,687)       $       81,216      $        (440)
                                         ===============       ==============        ==============      =============
</Table>

Twelve months ended December 31, 2001 compared to periods from January 1, 2000
to May 11, 2000 and May 12, 2000 to December 31, 2000

     For the year ended December 31, 2001, REMA's net loss was $0.4 million
compared to a net loss of $6.7 million and net income $81.2 million for the
periods from January 1, 2000 to May 11, 2000 and May 12, 2000 to December 31,
2000, respectively. Net income decreased in 2001 compared to 2000 primarily due
to decreased operating margins (revenues less fuel) and increased operating
expenses, partially offset by decreased interest expense to affiliates and
decreased depreciation expense.




                                       11
<PAGE>
         REMA's operating margins declined in 2001 compared to 2000 primarily
due to a provision against receivables of $3.7 million and non-trading
derivative balances of $64.7 million related to Enron Corp. and its affiliates
(see Note 11 to REMA 10-K Notes), which filed for voluntary bankruptcy in the
fourth quarter of 2001,and lower volume on power sales combined with higher fuel
costs in 2001. The $64.7 million provision against non-trading derivative assets
is a non-cash provision in 2001. Total operating expenses increased by $94.6
million in 2001 compared to the same period in 2000 primarily due to increased
maintenance at the plants, facilities lease expense related to sale-leaseback
transactions entered into in August 2000, and administrative and support costs.
In 2001, REPG began charging and allocating to REMA certain administrative,
accounting, legal, tax and other costs under a support services agreement. Cost
allocated to REMA under the support services agreement totaled $54.9 million
during 2001. In 2001, Reliant Energy Services, Inc. (Reliant Energy Services),
an affiliate of REMA, began charging REMA fees for power and marketing services
under a procurement and marketing agreement. Fees charges to REMA under the
procurement and marketing agreement totaled $4.7 million in 2001. Such cost and
fees charged under the support services agreement and procurement and marketing
agreement are subordinated to certain expenses pursuant to the sale-leaseback
financing documents, including lease expense (see Notes 9(a) and 9(b) to the
REMA 10-K Notes). Depreciation expense declined by $10.1 million in 2001
compared to 2000, primarily as a result of the sale of interests in three of its
generating plants in the sale-leaseback transaction in August 2000.

    For 2001, REMA's interest expense, net, primarily related to notes payable
to an affiliate, aggregated $88.3 million in 2001 compared to $46.5 million and
$70.0 million for the periods from January 1, 2000 to May 11, 2000 and May 12,
2000 to December 31, 2000, respectively. The weighted average principal amount
of the notes was approximately $980 million during 2001 and $1.26 billion during
2000. Affiliated interest expense is subordinated to certain expenses pursuant
to the sale-leaseback financing documents, including lease expense.

     Our federal statutory tax rate is 35%. Our reconciling items from the
federal statutory tax rate to the effective tax rate totaled $11.2 million and
$2.7 million for 2000 and 2001, respectively. In 2000, these items primarily
related to losses not benefited during the period from January 1, 2000 through
May 11, 2000 (see Note 1(l) to the REMA 10-K Notes) and state income taxes. In
2001, these items primarily related to state income taxes. In addition, during
2001, the effective state income tax rate was increased due to the apportionment
of income between the applicable states.

NEW ACCOUNTING PRONOUNCEMENTS

     Reference is made to Note 1(n) to REMA 10-K Notes, for discussion of new
accounting pronouncements that affect REMA.

SEASONALITY OF OUR BUSINESS

     Our revenues are seasonal and are affected by unusual weather conditions.
Short-term prices for capacity, energy and ancilliary services in the PJM market
and PJM West market are particularly impacted by weather conditions. Peak demand
for electricity typically occurs during the summer months, caused by increased
use of air-conditioning. Cooler than normal summer temperatures may lead to
reduced use of air-conditioners. This reduces short-term demand for capacity,
energy and ancilliary services and may lead to a reduction in wholesale electric
prices.




                                       12
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to various market risks. These risks arise from transactions
entered into in the normal course of business and are inherent in our financial
statements. We seek to manage these risk exposures through the implementation of
our risk management policies and framework. We seek to manage our exposures
through the use of derivative financial instruments and derivative commodity
instruments (Energy Derivatives). During the normal course of business, we
review our hedging strategies and determine the hedging approach we deem
appropriate based upon the circumstances of each situation.

     Derivative instruments are instruments, such as futures, forward contracts,
swaps or options, that derive their value from underlying assets, indices,
reference rates or a combination of these factors. These derivative instruments
include negotiated contracts, which are referred to as over-the-counter
derivatives, and instruments that are listed and traded on an exchange.

     Commodity price risk is an inherent component of our electric power
generation business because the profitability of our generation assets depends
significantly on commodity prices sufficient to create gross margin. Prior to
the energy delivery period, we attempt to partially hedge the economics of our
electric power facilities by selling power and purchasing equivalent fuel. Some
power capacity is held in reserve and sold in the spot market. Derivative
instruments are used to mitigate exposure to variability in future cash flows
from probable, anticipated future transactions attributable to a commodity risk.
In this way, more certainty is provided as to the financial contribution
associated with the operation of these assets.

    Derivative instruments, which we use as economic hedges, create exposure to
commodity prices, which we use to offset the commodity exposure inherent in our
businesses. The stand-alone commodity risk created by these instruments, without
regard to the offsetting effect of the underlying exposure these instruments are
intended to hedge, is described below. We measure the commodity risk using a
sensitivity analysis. The sensitivity analysis performed on our Energy
Derivatives measures the potential loss in earnings based on a hypothetical 10%
movement in energy prices. An increase of 10% in the market prices of energy
commodities from their December 31, 2001 levels would have decreased the fair
value of our Energy Derivatives by $78 million.

    The above analysis of the Energy Derivatives utilized for hedging purposes
does not include the favorable impact that the same hypothetical price movement
would have on our physical purchases and sales of natural gas and electric power
to which the hedges relate. Furthermore, the Energy Derivative portfolio is
managed to complement the physical transaction portfolio, thereby reducing
overall risks within limits. Therefore, the adverse impact to the fair value of
the portfolio of Energy Derivatives held for hedging purposes associated with
the hypothetical changes in commodity prices referenced above would be offset by
a favorable impact on the underlying hedged physical transactions, assuming:

     o    the Energy Derivatives are not closed out in advance of their expected
          term,

     o    the Energy Derivatives continue to function effectively as hedges of
          the underlying risk, and

     o    as applicable, anticipated underlying transactions settle as expected.

     If any of the above-mentioned assumptions cease to be true, a loss on the
derivative instruments may occur, or the options might be worthless as
determined by the prevailing market value on their termination or maturity date,
whichever comes first. Energy Derivatives intended as hedges, and which are
effective as hedges, may still have some percentage which is not effective.

     For information regarding Reliant Resources risk management structure,
please read "Quantitative and Qualitative Disclosures About Market Risk" in Item
7A of Reliant Resources' 2001 Form 10-K, a copy of which is filed as Exhibit
99.1 and which information, to the extent it relates to REMA is incorporated
herein by reference.




                                       13
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                 RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC
                              AND RELATED COMPANIES

               STATEMENTS OF COMBINED AND CONSOLIDATED OPERATIONS
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                                                    FOR THE PERIODS FROM
                                                         ---------------------------------------------------------------------------
                                                                      FORMER REMA                          CURRENT REMA
                                                         -----------------------------------   -------------------------------------
                                                         NOVEMBER 24, 1999   JANUARY 1, 2000     MAY 12, 2000
                                                                 TO                 TO                TO             YEAR ENDED
                                                         DECEMBER 31, 1999     MAY 11, 2000    DECEMBER 31, 2000  DECEMBER 31, 2001
                                                         -----------------   ---------------   -----------------  -----------------
<S>                                                        <C>                <C>                <C>                <C>
Revenues, including $29.5 million, $166.5 million,
  $102.0 million and $80.3 million from Affiliate......    $       29,526     $      166,490     $      483,937     $      577,037
Expenses:
  Fuel, including $5.7 million, $37.3 million, $22.2
    million and $76.8 million from Affiliate...........            10,754             53,628            113,230            173,814
  Operation and maintenance............................             7,830             40,372             92,183            151,949
  Facilities lease expense.............................                --                 --             20,875             58,832
  General and administrative...........................             3,190             13,101             11,373             61,422
  Depreciation and amortization........................             4,842             19,538             37,621             50,513
                                                           --------------     --------------     --------------     --------------
    Total Expenses.....................................            26,616            126,639            275,282            496,530
                                                           --------------     --------------     --------------     --------------
Operating Income.......................................             2,910             39,851            208,655             80,507
Other Income...........................................                --                 --                 --              2,825
Interest Expense to Affiliate, net.....................           (12,588)           (46,538)           (73,037)           (88,989)
Interest Income, net...................................                --                 --              3,034                677
                                                           --------------     --------------     --------------     --------------
(Loss) Income Before Income Taxes......................            (9,678)            (6,687)           138,652             (4,980)
Income Tax Expense (Benefit)...........................                --                 --             57,436             (4,540)
                                                           --------------     --------------     --------------     --------------
Net (Loss) Income......................................    $       (9,678)    $       (6,687)    $       81,216     $         (440)
                                                           ==============     ==============     ==============     ==============
</Table>

        See Notes to the Combined and Consolidated Financial Statements.




                                       14
<PAGE>

                 RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC
                              AND RELATED COMPANIES

                           CONSOLIDATED BALANCE SHEETS
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                                                           CURRENT REMA
                                                                                --------------------------------------
                                                                                DECEMBER 31, 2000   DECEMBER 31, 2001
                                                                                ------------------ -------------------
<S>                                                                              <C>                <C>
                                   ASSETS
  Current Assets:
     Cash and cash equivalents...............................................    $       38,107     $      167,717
     Fuel inventories........................................................            29,180             52,059
     Material and supplies inventories.......................................            34,885             36,558
     Prepaid rent............................................................                --             58,831
     Restricted deposits.....................................................            50,000                 --
     Non-trading derivative assets...........................................                --            794,164
     Other current assets....................................................             7,029              2,304
                                                                                 --------------     --------------
          Total current assets...............................................           159,201          1,111,633
  Property, Plant and Equipment, net.........................................           912,923            837,555
  Other Noncurrent Assets:
     Goodwill, net of accumulated amortization of $132 and $221, respectively             7,100              4,561
     Air emissions regulatory allowances and other intangibles, net of
      accumulated amortization of $6,463 and $20,582, respectively...........           154,988            201,763
     Non-trading derivative assets...........................................                --            329,596
     Deferred income taxes, net..............................................             2,346                 --
     Prepaid rent............................................................                --            121,700
     Other noncurrent assets.................................................            24,726             23,847
                                                                                 --------------     --------------
          Total other noncurrent assets......................................           189,160            681,467
                                                                                 --------------     --------------
          Total Assets.......................................................    $    1,261,284     $    2,630,655
                                                                                 ==============     ==============
                    LIABILITIES AND SHAREHOLDER'S EQUITY
  Current Liabilities:
     Accounts payable........................................................    $       56,432     $       19,425
     Accounts and notes payable to affiliates, net...........................           105,047            191,702
     Non-trading derivative liabilities......................................                --            642,224
     Accrued payroll.........................................................            10,394              4,993
     Deferred income taxes, net..............................................                --             61,806
     Other current liabilities...............................................            17,727              6,810
                                                                                 --------------     --------------
          Total current liabilities..........................................           189,600            926,960
  Noncurrent Liabilities:
     Accrued environmental liabilities.......................................            35,826             35,600
     Non-trading derivative liabilities......................................                --            197,234
     Deferred income taxes, net..............................................                --             76,175
     Other noncurrent liabilities............................................             5,041              9,302
                                                                                 --------------     --------------
          Total noncurrent liabilities.......................................            40,867            318,311
  Subordinated Notes Payable to Affiliate....................................           838,356          1,024,616
                                                                                 --------------     --------------
          Total liabilities..................................................         1,068,823          2,269,887
                                                                                 --------------     --------------
  Commitments and Contingencies (Note 6)
  Shareholder's Equity:
     Common stock (no par value, 1,000 shares authorized,
          1,000 shares issued and outstanding)...............................                --                 --
     Accumulated other comprehensive income..................................                --             64,955
     Additional paid-in capital .............................................           111,245            215,037
     Retained earnings.......................................................            81,216             80,776
                                                                                 --------------     --------------
          Total shareholder's equity.........................................           192,461            360,768
                                                                                 --------------     --------------
          Total Liabilities and Shareholder's Equity.........................    $    1,261,284     $    2,630,655
                                                                                 ==============     ==============
</TABLE>

        See Notes to the Combined and Consolidated Financial Statements.

                                       15
<PAGE>

                 RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC
                              AND RELATED COMPANIES

               STATEMENTS OF COMBINED AND CONSOLIDATED CASH FLOWS
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                                                    FOR THE PERIODS FROM
                                                        ---------------------------------------------------------------------------
                                                                    FORMER REMA                          CURRENT REMA
                                                        -----------------------------------  --------------------------------------
                                                         NOVEMBER 24, 1999  JANUARY 1, 2000     MAY 12, 2000
                                                                 TO                TO                TO               YEAR ENDED
                                                         DECEMBER 31, 1999    MAY 11, 2000    DECEMBER 31, 2000   DECEMBER 31, 2001
                                                        ------------------- ---------------  ------------------  -------------------
<S>                                                      <C>                <C>                <C>                 <C>
Cash Flows from Operating Activities:
  Net (loss) income....................................  $       (9,678)    $       (6,687)    $       81,216      $         (440)
  Adjustments to reconcile net (loss) income to net
    cash provided by (used in) operations:
    Depreciation and amortization......................           4,842             19,538             37,621              50,513
    Deferred income taxes..............................              --                 --              2,258              19,991
      Net non-trading derivative assets and liabilities              --                 --                 --                (135)
    Changes in assets and liabilities:
    Inventories........................................           1,410             (1,107)            (8,845)            (24,121)
    Prepaid lease obligation...........................              --                 --                 --            (180,531)
    Other assets.......................................            (421)           (30,668)           (76,301)             40,016
    Accounts payable...................................          10,244              4,114             66,316             (37,007)
    Accounts payable to affiliates, net................              --                 --            115,895              99,248
    Other liabilities..................................          (5,367)               848            (12,358)            (11,626)
                                                         --------------     --------------     --------------      --------------
      Net cash provided by (used in) operating
        activities.....................................           1,030            (13,962)           205,802             (44,092)
                                                         --------------     --------------     --------------      --------------
Cash Flows from Investing Activities:
  Business acquisitions, net of cash acquired..........      (1,629,921)                --         (2,097,601)                 --
  Proceeds from sale-leaseback transactions............              --                 --          1,000,000                  --
  Proceeds from sale of development companies..........              --                 --              8,041                  --
  Capital expenditures.................................          (4,421)                --             (3,048)            (12,558)
                                                         --------------     --------------     --------------      --------------
      Net cash used in investing activities............      (1,634,342)                --         (1,092,608)            (12,558)
                                                         --------------     --------------     --------------      --------------
Cash Flows from Financing Activities:
  Proceeds from note payable to affiliate..............       1,575,312                 --          1,636,356             188,881
  Payments on note payable to affiliate................              --                 --           (798,000)             (2,621)
  Capital contributions................................          54,609                 --            294,244                  --
  Return of capital....................................              --                 --           (183,000)                 --
  Lease financing costs................................              --                 --            (24,687)                 --
  Net change in payables to affiliates.................           3,961             14,415                 --                  --
                                                         --------------     --------------     --------------      --------------
      Net cash provided by financing activities........       1,633,882             14,415            924,913             186,260
                                                         --------------     --------------     --------------      --------------
Net Change in Cash and Cash Equivalents................             570                453             38,107             129,610
Cash and Cash Equivalents, Beginning of Period.........              --                570                 --              38,107
                                                         --------------     --------------     --------------      --------------
Cash and Cash Equivalents, End of Period...............  $          570     $        1,023     $       38,107      $      167,717
                                                         ==============     ==============     ==============      ==============
Supplemental Cash Flow Information:
   Cash Payments:
      Interest to affiliate............................  $       12,588     $       46,519     $           --      $           --
      Income taxes.....................................              --                 --                 --              51,866
</Table>

        See Notes to the Combined and Consolidated Financial Statements.




                                       16
<PAGE>

                 RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC
                              AND RELATED COMPANIES

                     STATEMENTS OF COMBINED AND CONSOLIDATED
                        MEMBER'S AND SHAREHOLDER'S EQUITY
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                                                        ACCUMULATED   TOTAL MEMBER'S
                                                           ADDITIONAL      RETAINED        OTHER           AND
                                               COMMON       PAID-IN       (DEFICIT)    COMPREHENSIVE   SHAREHOLDER'S  COMPREHENSIVE
                                               STOCK        CAPITAL        EARNINGS    INCOME (LOSS)     EQUITY       (LOSS)INCOME
                                             -----------   ----------     ---------    -------------  --------------  ------------
<S>                                          <C>           <C>            <C>          <C>            <C>             <C>
FORMER REMA:
Balance at November 24, 1999................ $        --   $       --     $      --                   $        --
  Net loss..................................                                 (9,678)                       (9,678)    $    (9,678)
                                                                                                                      ===========
  Capital contributions.....................                   54,609                                      54,609
                                             -----------   ----------     ---------    -----------    -----------
Balance at December 31, 1999................          --       54,609        (9,678)                       44,931
  Net loss..................................                                 (6,687)                       (6,687)   $    (6,687)
                                             -----------   ----------     ---------    -----------    -----------    ===========
Balance at May 11, 2000.....................          --       54,609       (16,365)                       38,244

================================================================================================================================
CURRENT REMA:
  Elimination of Former REMA balances.......                  (54,609)       16,365                       (38,244)
  Net income................................                                 81,216                        81,216    $    81,216
                                                                                                                     ===========
  Capital contributions.....................                  294,245                                     294,245
  Return of capital.........................                 (183,000)                                   (183,000)
                                             -----------   ----------     ---------    -----------    -----------
Balance at December 31, 2000................          --      111,245        81,216                       192,461
                                             -----------   ----------     ---------    -----------    -----------
  Net loss..................................                                   (440)                         (440)   $      (440)
  Contribution of net non-trading
    derivative assets, net of tax of $75
    million.................................                  103,359                                     103,359
  Other capital contributions...............                      433                                         433
  Cumulative effect of adoption of SFAS No.
    133, net of tax of $41 million..........                                           $   (73,643)       (73,643)       (73,643)
  Deferred gain from cash flow hedges, net
    of tax of $95 million...................                                               151,655        151,655        151,655
  Reclassification of net deferred gain
    from cash flow hedges into net loss,
    net of tax of $9 million................                                               (13,057)       (13,057)       (13,057)
                                                                                                                     -----------
  Comprehensive income......................                                                                         $    64,515
                                             -----------   ----------     ---------    -----------    -----------    ===========
Balance at December 31, 2001................ $        --   $  215,037     $  80,776    $    64,955    $   360,768
                                             ===========   ==========     =========    ===========    ===========
</TABLE>

        See Notes to the Combined and Consolidated Financial Statements.




                                       17
<PAGE>
                 RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC
                              AND RELATED COMPANIES

             NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) Reliant Energy Mid-Atlantic Power Holdings, LLC -- Reliant Energy
Mid-Atlantic Power Holdings, LLC (formerly Sithe Pennsylvania Holdings, LLC) and
related companies which include the affiliates and subsidiaries listed below
(collectively, REMA), were indirect wholly owned subsidiaries of Sithe Energies,
Inc. (Sithe) as of December 31, 1999 (see Note 3). REMA acquired its generating
stations and various related assets (including the capital stock of Sithe
Mid-Atlantic Power Services, Inc.) from the operating subsidiaries of GPU, Inc.
(GPU), a utility holding company, on November 24, 1999. REMA was formed as
follows:

<Table>
<Caption>
                                                                                 RELATION TO
                                                                               RELIANT ENERGY
                                                                             MID-ATLANTIC POWER
                                                                              HOLDINGS, LLC AT
                                                        FORMATION DATE        DECEMBER 31, 1999
                                                     ---------------------- ----------------------
<S>                                                    <C>                       <C>
Operating Entities:
  Sithe Pennsylvania Holdings, LLC                     December 28, 1998             --
  Sithe New Jersey Holdings, LLC                       December 28, 1998          Affiliate
  Sithe Maryland Holdings, LLC                         December 28, 1998          Affiliate
  Sithe Northeast Management Company                    April 11, 1994           Subsidiary
  Sithe Mid-Atlantic Power Services, Inc.                June 11, 1999            Affiliate
Developmental Entities:
  Sithe Portland, LLC                                   March 31, 1999           Subsidiary
  Sithe Hunterstown, LLC                                March 31, 1999           Subsidiary
  Sithe Seward, LLC                                     March 31, 1999           Subsidiary
  Sithe Erie West, LLC                                  March 31, 1999           Subsidiary
  Sithe Atlantic, LLC                                   March 31, 1999            Affiliate
  Sithe Gilbert, LLC                                    March 31, 1999            Affiliate
  Sithe Titus, LLC                                      March 31, 1999           Subsidiary
</Table>

     In May 2000, Sithe, through an indirect wholly owned subsidiary, sold all
of its equity interests in REMA to an indirect wholly owned subsidiary of
Reliant Energy Power Generation, Inc. (REPG). REPG is a wholly owned subsidiary
of Reliant Resources, Inc. (Reliant Resources), which is in turn an indirect
subsidiary of Reliant Energy, Incorporated (Reliant Energy) (see Note 3).
Following this transaction, REMA changed its name and the names of its operating
and developmental entities. Sithe Pennsylvania Holdings, LLC was renamed Reliant
Energy Mid-Atlantic Power Holdings, LLC. In all other cases, the names were
changed such that "Sithe" was replaced with "Reliant Energy."

    REMA owns or leases interests in 21 electric generation plants in
Pennsylvania, New Jersey and Maryland with an annual average net generating
capacity of approximately 4,262 megawatts (MW).

     (b) Basis of Presentation and Principles of Combination -- These financial
statements present the results of operations for the periods from November 24,
1999 (the date that REMA acquired the generation assets from GPU) to December
31, 1999, January 1, 2000 to May 11, 2000 (the date that REPG acquired REMA) and
May 12, 2000 to December 31, 2000 and the year ended December 31, 2001. Within
these financial statements, "Current REMA" and "Former REMA" refer to REMA after
and before, respectively, the acquisition from Sithe Energies and one of its
subsidiaries by REPG. As a result of the restructuring (see Note 3(b)), Current
REMA financial statements are presented on a consolidated basis, whereas Former
REMA financial statements are presented on a combined basis. There are no
separate financial statements available with regard to the facilities of REMA
prior to the acquisition because their operations were fully integrated with,
and their results of operations were consolidated into, the former owners of the
facilities of REMA. In addition, the electric output of the facilities was sold
based on rates set by regulatory authorities. As a result and because
electricity rates will now be set by the operation of market forces, the
historical financial data with respect to the facilities of REMA prior to
November 24, 1999 is not meaningful or



                                       18
<PAGE>

indicative of REMA's future results. REMA's results of operations in the future
will depend primarily on revenues from the sale of energy, capacity and
ancillary services, and the level of its operating expenses.

     The financial statements include the accounts of REMA and related companies
described in Note 1(a). All significant inter-affiliate and intercompany
transactions and balances are eliminated in either combination or consolidation.
The affiliates and subsidiaries include all of the operations and assets
acquired from GPU on November 24, 1999, which have been managed together since
that acquisition date.

     (c) Reclassification and Use of Estimates -- Some amounts from the previous
years have been reclassified to conform to the 2001 presentation of financial
statements. These reclassifications do not affect earnings.

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.

     (d) Market Risk and Uncertainties -- REMA is subject to risks associated
with price movements of energy commodities, credit risk associated with its
hedging activities, supply and price of fuel and electricity, effects of
competition, operation of deregulating power markets, seasonal weather patterns,
technological obsolescence and the regulatory environment within the United
States.

     (e) Revenue Recognition -- Revenues include energy, capacity and ancillary
service sales. Current REMA's power and services, excluding capacity, were sold
at market-based prices through a related party and indirect subsidiary of
Reliant Resources, Reliant Energy Services, Inc. (Reliant Energy Services).
Reliant Energy Services acted as agent on behalf of REMA on most market-based
sales. REMA's capacity was also sold pursuant to a transition power purchase
agreement with GPU. The transition power purchase agreement extends through May
31, 2002. Sales not billed by month-end are accrued based upon estimated energy
or services delivered.

     The gains and losses related to financial instruments and contractual
commitments qualifying and designated as hedges related to the sale of electric
power and purchase of fuel are recognized in the same period as the settlement
of the underlying physical transaction. These realized gains and losses are
included in operating revenues and operating expenses in the statements of
consolidated operations. For additional discussion, see Note 2.

     Through May 11, 2000, Former REMA's power and services, excluding capacity,
were sold at market-based prices through sales to a related party and wholly
owned subsidiary of Sithe (the Sithe Affiliate) for resale.

     (f) Cash and Cash Equivalents -- Cash and cash equivalents are considered
to be highly liquid investments with an original maturity of three months or
less, which are cash or are readily convertible to cash.

     (g) Inventories -- Inventories are comprised of materials, supplies and
fuel stock held for consumption and are stated at the lower of weighted-average
cost or market.

     (h) Fair Values of Financial Instruments -- The recorded amounts for
financial instruments such as cash and cash equivalents and accounts payable
approximate fair value.

     (i) Property, Plant and Equipment -- Property, plant and equipment are
stated at cost or valuation. Depreciation is computed using the straight-line
method over the estimated useful lives commencing when assets, or major
components thereof, are either placed in service or acquired, as appropriate
(see Note 4). REMA expenses all repair and maintenance costs as incurred.

     (j) Intangible Assets -- Historically, cost in excess of fair value of net
assets acquired (goodwill) is amortized on a straight-line basis over the
estimated useful life of 35 years. See Note 1(n) for additional information
regarding goodwill and the related amortization periods. Through May 11, 2000
goodwill was amortized on a straight-line basis over the estimated useful life
of 40 years. Goodwill amortization expense for the periods November 24, 1999



                                       19
<PAGE>

to December 31, 1999, January 1, 2000 to May 11, 2000, and May 12, 2000 to
December 31, 2000 and year ended December 31, 2001, was $481,000, $1,660,000,
$132,000 and $89,000, respectively.

     Other intangible assets consist primarily of air emissions regulatory
allowances that have already been issued to REMA and allowances that REMA
is entitled to be allocated during the remaining useful lives of the plants and
other specific intangibles which relate to water rights and permits. Air
emissions regulatory allowances are amortized on a unit-of-production basis as
utilized. The amortization of the specific intangibles related to water rights
and permits will be amortized over the estimated life of the related facility of
35 years. Amortization expense recognized in the periods November 24, 1999 to
December 31, 1999, January 1, 2000 to May 11, 2000, and May 12, 2000 to December
31, 2000 and year ended December 31, 2001 related to other intangible assets was
$209,000, $2,473,000, $6,463,000 and $14,119,000, respectively.

     (k) Impairment of Long-Lived Assets -- REMA periodically evaluates
long-lived assets, including property, plant and equipment, goodwill and other
intangible assets, when events or changes in circumstances indicate that the
carrying value of these assets may not be recoverable. The determination of
whether an impairment has been incurred is based on an estimate of undiscounted
cash flows attributable to the assets, as compared to the carrying value of the
assets. To date, no impairment has been indicated. For discussion of goodwill
impairment analysis in 2002, see Note 1(n).

     (1) Income Taxes -- In connection with the acquisition, REMA entered into a
tax sharing agreement with Reliant Energy, whereby REMA calculates its income
tax provision on a separate return basis. REMA uses the liability method of
accounting for deferred income taxes and measures deferred income taxes for all
significant income tax temporary differences. REMA's current federal and some
state income taxes are payable to and receivable from Reliant Energy. For
additional information regarding income taxes, see Note 8.

     Prior to May 11, 2000, REMA and some of its affiliates that were limited
liability companies were not taxable for federal income tax purposes. Any
taxable earnings or losses and certain other tax attributes were reported by the
member on its income tax return. Other affiliates that were taxable corporate
entities have incurred tax and book losses but were not subject to any
tax-sharing agreements with Sithe. As such, no tax benefits have been recorded
for these entities since the tax benefits were not considered realizable. These
tax benefits and the offsetting valuation allowance were less than $1 million.

     (m) Environmental Costs -- REMA expenses or capitalizes environmental
expenditures, as appropriate, depending on their future economic benefit. REMA
expenses amounts that relate to an existing condition caused by past operations,
and that do not have future economic benefit. REMA records undiscounted
liabilities related to these future costs when environmental assessments and/or
remediation activities are probable and the costs can be reasonably estimated.

     (n) Changes in Accounting Principles and New Accounting Pronouncements.

     Staff Accounting Bulletin No. 101, "Revenue Recognition" (SAB No. 101),
was issued by the SEC on December 3, 1999. SAB No. 101 summarizes some of the
SEC staff's views in applying generally accepted accounting principles to
revenue recognition in financial statements. REMA's combined and consolidated
financial statements reflect the accounting principles provided in SAB No. 101.

     In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141 "Business
Combinations" (SFAS No. 141) and SFAS No. 142 "Goodwill and Other Intangible
Assets" (SFAS No. 142). SFAS No. 141 requires business combinations initiated
after June 30, 2001 to be accounted for using the purchase method of accounting
and broadens the criteria for recording intangible assets separate from
goodwill. Recorded goodwill and intangibles will be evaluated against these new
criteria and may result in certain intangibles being transferred to goodwill, or
alternatively, amounts initially recorded as goodwill may be separately
identified and recognized apart from goodwill. SFAS No. 142 provides for a
nonamortization approach, whereby goodwill and certain intangibles with
indefinite lives will not be amortized into results of operations, but instead
will be reviewed periodically for impairment and written down and charged to
results of operations only in the periods in which the recorded value of
goodwill and certain intangibles with indefinite lives is more than its fair
value. REMA adopted the provisions of each statement which apply to goodwill and
intangible assets acquired prior to June 30, 2001 on January 1, 2002. The
adoption of SFAS No. 141 did not have a material impact on REMA's historical
results of operations or financial position. On January 1, 2002, REMA
discontinued amortizing goodwill into the results of operations pursuant to SFAS
No. 142. REMA recognized $89,000 of goodwill amortization expense during the
year ended December 31, 2001. REMA is in the process of determining further
effects of adoption of SFAS No. 142 on its Combined and Consolidated Financial
Statements, including the review of goodwill and certain intangibles for
impairment. REMA anticipates finalizing its review of goodwill and



                                       20
<PAGE>

certain intangibles during 2002. REMA does not believe impairments and certain
intangibles of goodwill, if any, will have a material impact on REMA's results
of operations or financial position.

     In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" (SFAS No. 143). SFAS No. 143 requires the fair value of
a liability for an asset retirement legal obligation to be recognized in the
period in which it is incurred. When the liability is initially recorded,
associated costs are capitalized by increasing the carrying amount of the
related long-lived asset. Over time, the liability is accreted to its present
value each period, and the capitalized cost is depreciated over the useful life
of the related asset. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002, with earlier application encouraged. SFAS No. 143 requires
entities to record a cumulative effect of change in accounting principle in the
income statement in the period of adoption. REMA plans to adopt SFAS No. 143 on
January 1, 2003, and is in the process of determining the effect of adoption on
its results of operations and financial position.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS No. 144). SFAS No. 144
provides new guidance on the recognition of impairment losses on long-lived
assets to be held and used or to be disposed of and also broadens the definition
of what constitutes a discontinued operation and how the results of a
discontinued operation are to be measured and presented. SFAS No. 144 supercedes
SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" and Accounting Principles Board Opinion No.
30, "Reporting the Results of Operations -- Reporting the Effects of Disposal of
a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions," while retaining many of the requirements of these two
statements. Under SFAS No. 144, assets held for sale that are a component of an
entity will be included in discontinued operations if the operations and cash
flows will be or have been eliminated from the ongoing operations of the entity
and the entity will not have any significant continuing involvement in the
operations prospectively. SFAS No. 144 is not expected to materially change the
methods used by REMA to measure impairment losses on long-lived assets. REMA
adopted SFAS No. 144 on January 1, 2002.

     See Note 2 for REMA's adoption of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended (SFAS No. 133) on January 1,
2001 and adoption of subsequent cleared guidance.

2.   DERIVATIVE FINANCIAL INSTRUMENTS

     Effective January 1, 2001, REMA adopted SFAS No. 133, which establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
This statement requires that derivatives be recognized at fair value in the
balance sheet and that changes in fair value be recognized either currently in
earnings or deferred as a component of other comprehensive income, depending on
the intended use of the derivative, its resulting designation and its
effectiveness. If certain conditions are met, an entity may designate a
derivative instrument as hedging (a) the exposure to changes in the fair value
of an asset or liability (Fair Value Hedge), (b) the exposure to variability in
expected future cash flows (Cash Flow Hedge) or (c) the foreign currency
exposure of a net investment in a foreign operation. For a derivative not
designated as a hedging instrument, the gain or loss is recognized in earnings
in the period it occurs.

     Adoption of SFAS No. 133 on January 1, 2001, resulted in no cumulative
after-tax change in net income and a cumulative after-tax increase in
accumulated other comprehensive loss of $73.6 million. The adoption also
increased current assets, noncurrent assets, current liabilities and noncurrent
liabilities by $85.1 million, $9.0 million, $155.2 million and $12.5 million,
respectively, in REMA's Consolidated Balance Sheet. During the year ended
December 31, 2001, $70.4 million of the initial after-tax transition adjustment
recognized in other comprehensive income was reclassified to net loss.

     The application of SFAS No. 133 is still evolving as the FASB clears issues
submitted to the Derivatives Implementation Group for consideration. During the
second quarter of 2001, an issue that applies exclusively to the electric
industry and allows the normal purchases and normal sales exception for
option-type contracts if certain criteria are met was approved by the FASB with
an effective date of July 1, 2001. The adoption of this cleared guidance had no
impact on REMA's results of operations. Certain criteria of this previously
approved guidance were revised in October and December 2001 and will become
effective on April 1, 2002. REMA is currently in the process of determining the
effect of adoption of the revised guidance.




                                       21
<PAGE>

     During the third quarter of 2001, the FASB cleared an issue related to
application of the normal purchases and normal sales exception to contracts that
combine forward and purchased option contracts. The effective date of this
guidance is April 1, 2002, and REMA is currently assessing the impact of this
cleared issue and does not believe it will have a material impact on REMA's
consolidated financial statements.

     REMA is exposed to various market risks. These risks arise from
transactions entered into in the normal course of business and are inherent in
REMA's consolidated financial statements. REMA utilizes derivative instruments
such as futures, physical forward contracts, swaps and options (Energy
Derivatives) to mitigate the impact of changes in electricity and fuel prices on
its operating results and cash flows.

     Energy Derivatives primarily used by REMA are described below:

     o    Futures contracts are exchange-traded standardized commitments to
          purchase or sell an energy commodity or financial instrument, or to
          make a cash settlement, at a specific price and future date.

     o    Physical forward contracts are commitments to purchase or sell energy
          commodities in the future.

     o    Swap agreements require payments to or from counterparties based upon
          the differential between a fixed price and variable index price (fixed
          price swap) or two variable index prices (variable price swap) for a
          predetermined contractual notional amount. The respective index may be
          an exchange quotation or an industry pricing publication.

     o    Option contracts convey the right to buy or sell an energy commodity
          or a financial instrument at a predetermined price or settlement of
          the differential between a fixed price and a variable index price or
          two variable index prices.

     Cash Flow Hedges. To reduce the risk from market fluctuations in revenues
and the resulting cash flows derived from the sale of electric power, REMA may
enter into Energy Derivatives in order to hedge some expected purchases of
electric power, natural gas and other commodities and sales of electric power
(Non-trading Energy Derivatives). The Non-trading Energy Derivative portfolios
are managed to complement the physical transaction portfolio, reducing overall
risks within authorized limits.

     REMA applies hedge accounting for its Non-trading Energy Derivatives
utilized in non-trading activities only if there is a high correlation between
price movements in the derivative and the item designated as being hedged. This
correlation, a measure of hedge effectiveness, is measured both at the inception
of the hedge and on an ongoing basis, with an acceptable level of correlation of
at least 80% to 120% for hedge designation. If and when correlation ceases to
exist at an acceptable level, hedge accounting ceases and mark-to-market
accounting is applied. During 2001, the amount of hedge ineffectiveness
recognized in earnings from derivatives that are designated and qualify as Cash
Flow Hedges was a gain of $1 million. No component of the derivative
instruments' gain or loss was excluded from the assessment of effectiveness. If
it becomes probable that an anticipated transaction will not occur, REMA
realizes in net income the deferred gains and losses recognized in accumulated
other comprehensive income. During 2001, there were no deferred gains or losses
recognized in earnings as a result of the discontinuance of Cash Flow Hedges
because it was no longer probable that the forecasted transaction would occur.
Once the anticipated transaction occurs, the accumulated deferred gain or loss
recognized in accumulated other comprehensive income is reclassified and
included in REMA's Statements of Consolidated Operations under the captions (a)
fuel expenses, in the case of natural gas transactions and (b) revenues, in the
case of electric power sales transactions. Cash flows resulting from these
transactions in Non-trading Energy Derivatives are included in the Statements of
Consolidated Cash Flows in the same category as the item being hedged. As of
December 31, 2001, REMA's current non-trading-derivative assets and liabilities
and corresponding amounts in accumulated other comprehensive income were
expected to be reclassified into net income during the next twelve months.

     The maximum length of time REMA is hedging its exposure to the variability
in future cash flows for forecasted transactions is eleven years.

     Other Derivatives. During 2001, Reliant Resources contributed $337 million
of non-trading derivative assets and $159 million of non-trading derivative
liabilities to REMA as a result of four structured transactions involving a
series of forward contracts to buy and sell an energy commodity in 2001 and to
buy and sell an energy commodity in



                                       22
<PAGE>

2002 or 2003. During 2001, $54 million of non-trading derivative liabilities
were settled related to these transactions. The change in fair value of these
derivative assets and liabilities must be recorded in the statement of
operations each reporting period. REMA recognized a change in fair value of $8
million for the non-trading derivative assets related to these transactions
resulting in a net pre-tax tax unrealized gain of $8 million in 2001. Therefore,
as of December 31, 2001, REMA has recognized $345 million of non-trading
derivative assets and $105 million of non-trading derivative liabilities related
to these transactions.

     Credit Risk. In addition to the risk associated with price movements,
credit risk is also inherent in REMA's hedging activities. Credit risk relates
to the risk of loss resulting from non-performance of contractual obligations by
a counterparty. REMA has off-balance sheet risk to the extent that the
counterparties to these transactions may fail to perform as required by the
terms of each contract.

     The following table shows the composition of the non-trading derivative
assets as of December 31, 2001.

<Table>
<Caption>
                                                                                      INVESTMENT
NON-TRADING DERIVATIVE ASSETS                                                        GRADE (1)(2)         TOTAL
----------------------------------------------------------------------------------  --------------    -------------
                                                                                             (IN MILLIONS)
<S>                                                                                   <C>               <C>
Energy marketers..................................................................    $     643.8       $    708.6
Financial institutions............................................................           24.5             24.5
Gas and electric utilities........................................................          373.6            373.6
Oil and gas producers.............................................................             --              9.8
Commercial and industrials........................................................           13.4             14.6
Others............................................................................            0.4              0.4
                                                                                      -----------       ----------
    Total.........................................................................    $   1,055.7          1,131.5
                                                                                      ===========
Credit and other reserves.........................................................                            (7.7)
                                                                                                        ----------
Non-trading derivative assets (3).................................................                      $  1,123.8
                                                                                                        ==========
</TABLE>

----------
(1)  "Investment Grade" is primarily determined using publicly available credit
     ratings along with the consideration of credit support (such as parent
     company guarantees) and collateral, which encompass cash and standby
     letters of credit.
(2)  For unrated counterparties, REMA performs financial statement analysis,
     considering contractual rights and restrictions, and collateral, to create
     a synthetic credit rating.
(3)  As of December 31, 2001, REMA had credit risk exposure to three
     investment-grade counterparties and one non-investment grade counterparty
     that represented greater than 5% of non-trading derivatives, on a net
     contractual basis.

     GENERAL POLICY. Reliant Resources has established a Risk Oversight
Committee comprised of corporate and business segment officers that oversees all
commodity price and credit risk activities, including REMA's hedging activities.

3.   BUSINESS ACQUISITIONS

(a)  Acquisition by REPG

     On May 12, 2000, REPG purchased the equity in REMA for an aggregate
purchase price of $2.1 billion. Included within this purchase transaction were
transition power purchase agreements, including the capacity transition contract
with GPU described in Note 1(e). In 2002, REPG made an $8 million payment to the
prior owner for post closing adjustments which resulted in an adjustment to
purchase price. REPG accounted for the acquisition as a purchase with assets and
liabilities of REMA reflected at their estimated fair values. The fair value
adjustments related to the acquisition, which have been pushed down to REMA,
primarily included adjustments in property, plant and equipment, air emissions
regulatory allowances, specific intangibles, material and supplies inventories,
environmental reserves and related deferred taxes. The air emissions regulatory
allowances of $153 million are being amortized on a units-of-production basis as
utilized. The specific intangibles which relate to water rights and permits of
$43 million will be amortized over the estimated life of the related facility of
35 years. In addition, a valuation allowance for materials and supplies
inventories of $17 million was established. The excess of the purchase price
over the fair value of the net assets acquired of approximately $5 million was
recorded as goodwill and was historically amortized over 35 years. See Note
1(j). REMA has liabilities associated with six ash disposal sites and six site
investigations and environmental remediations. REMA has recorded its estimate of
these environmental liabilities in the amount of $36 million as of December 31,
2001. REMA finalized these fair value



                                       23
<PAGE>

adjustments in May 2001. There were no additional material modifications to the
preliminary adjustments from December 31, 2000.

     The net purchase price of REMA was allocated and the fair value adjustments
to Sithe's book value were as follows:

<Table>
<Caption>
                                                                 PURCHASE PRICE        FAIR VALUE
                                                                   ALLOCATION         ADJUSTMENTS
                                                                --------------------------------------
                                                                            (IN MILLIONS)
<S>                                                               <C>                <C>
Current assets................................................    $           85     $          (27)
Property, plant and equipment.................................             1,898                627
Goodwill......................................................                 5               (146)
Other intangibles.............................................               196                 33
Other assets..................................................                 3                 (5)
Current liabilities...........................................               (50)               (13)
Other liabilities.............................................               (39)               (15)
                                                                  --------------     --------------
                                                                  $        2,098     $          454
                                                                  ==============     ==============
</TABLE>

     In August 2000, REMA sold to and leased back from each of three
owner-lessors in separate lease transactions REMA's respective 16.45%, 16.67%
and 100% interests in the Conemaugh, Keystone and Shawville generating stations,
respectively. As lessee, REMA leases an interest in each facility from each
owner-lessor under a leveraged facility lease agreement. As consideration for
the sale of REMA's interest in the facilities, REMA received $1.0 billion in
cash. REMA used the $1.0 billion of sale proceeds to return capital of $183
million, with the remainder used to reduce affiliate debt.

     The following table presents selected actual financial information and
unaudited pro forma information for the periods November 24, 1999 to December
31, 1999, January 1, 2000 to May 11, 2000, and May 12, 2000 to December 31,
2000, as if the acquisition by REPG had occurred on November 24, 1999 and
January 1, 2000, as applicable. Pro forma information would not be meaningful
for the periods prior to November 24, 1999 since historical financial results of
the business and the revenue generating activities underlying the periods prior
to November 24, 1999 are substantially different from the wholesale generation
activities that REMA has been engaged in after November 24, 1999. Pro forma
amounts also give effect to the sale and leaseback of interests in three of the
generating plants, which were consummated in August 2000.

<Table>
<Caption>
                                                               FOR THE PERIODS FROM
                                ------------------------------------------------------------------------------------
                                   NOVEMBER 24, 1999 TO         JANUARY 1, 2000 TO            MAY 12, 2000 TO
                                    DECEMBER 31, 1999              MAY 11, 2000              DECEMBER 31, 2000
                                --------------------------- ---------------------------- ---------------------------
                                   ACTUAL      PRO FORMA       ACTUAL       PRO FORMA      ACTUAL       PRO FORMA
                                ------------- ------------- ------------- -------------- ----------- ---------------
                                                                   (IN MILLIONS)
<S>                              <C>           <C>           <C>           <C>           <C>           <C>
Revenues.......................  $     29.5    $     29.5    $    166.5    $    166.5    $    483.9    $    483.9
Net (loss) income..............        (9.7)        (10.2)         (6.7)        (19.7)         81.2          73.0
</Table>

     These unaudited pro forma results, based on assumptions deemed appropriate
by REMA's management, have been prepared for informational purposes only and are
not necessarily indicative of the amounts that would have resulted if the
acquisition of the REMA entities by REPG had occurred on November 24, 1999 and
January 1, 2000, as applicable. Purchase-related adjustments to the results of
operations include the effects on depreciation and amortization, interest
expense and income taxes.

(b)  Restructuring

     In July 2000, Reliant Energy Mid-Atlantic Power Holdings, LLC acquired the
ownership interests in the following affiliates, which are included in these
combined and consolidated financial statements, for all periods presented:

     Reliant Energy New Jersey Holdings, LLC
     Reliant Energy Maryland Holdings,
     LLC Reliant Energy Mid-Atlantic Power Services, Inc.




                                       24
<PAGE>

     These affiliates were acquired from an indirect wholly owned subsidiary of
REPG for a purchase price of $192 million, which amount was borrowed from an
indirect wholly owned subsidiary of REPG. In addition, the developmental
entities listed in Note 1(a) were sold to Reliant Energy Mid-Atlantic
Development, Inc., a wholly owned subsidiary of REPG, but not of REMA, for
approximately $8 million. All these subsidiaries were included in the combined
financial statements prior to such acquisition. These subsidiaries, other than
the development entities, continued to be included in the consolidated financial
statements after the acquisition.

     As of December 31, 1999, the Conemaugh and Keystone generating stations
(Conemaugh and Keystone, respectively) were each owned as a tenancy in common
among their co-owners, with each owner retaining its undivided ownership
interest in the generating units and the electrical output from those units. In
August 2000, REMA sold to and leased back its respective 16.45% and 16.67%
interest in Conemaugh and Keystone, respectively. See Notes 3(a) and 6(a).
Reliant Energy Northeast Management Company, a subsidiary of REMA, operates and
manages Conemaugh and Keystone under separate operating agreements that the
owners of Conemaugh and Keystone have elected to terminate effective December
31, 2002. The owners of each station have not yet decided on the operating
arrangements for such stations for the period beginning on January 1, 2003.

4.   PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consisted of the following (in thousands):

<Table>
<Caption>
                                                                                          DECEMBER 31,

                                                           ESTIMATED USEFUL     ---------------------------------
                                                            LIVES (YEARS)            2000                2001
                                                          -------------------   --------------     --------------
<S>                                                             <C>             <C>
Electric generation facilities..........................        10 - 30         $      892,091     $      840,898
Building and building improvements......................        10 - 32                  9,118              9,118
Land and land improvements..............................          --                    31,665             31,155
Assets under construction...............................          --                     3,971             16,022
                                                          -------------------   --------------     --------------
  Total.................................................                               936,845            897,193
Accumulated depreciation................................                               (23,922)           (59,638)
                                                                                --------------     --------------
  Property, plant and equipment, net....................                        $      912,923     $      837,555
                                                                                ==============     ==============
</TABLE>

     Depreciation expense for the periods November 24, 1999 to December 31,
1999, January 1, 2000 to May 11, 2000, and May 12, 2000 to December 31, 2000 and
for the year ended December 31, 2001 was $4.2 million, $15.4 million, $31.0
million and $36.3 million, respectively.

5.   LONG-TERM NOTES PAYABLE TO AFFILIATE AND LETTER OF CREDIT FACILITY

     In connection with Sithe's acquisition of its generating assets from GPU,
REMA executed and issued approximately $1.6 billion of demand notes payable to
Sithe Northeast Generating Company, Inc. (an indirect wholly owned subsidiary of
Sithe) due August 20, 2001. In connection with the acquisition of REMA in May
2000, Sithe Northeast Generating Company, Inc. sold these notes to an indirect
wholly owned subsidiary of REPG. The original notes were subsequently cancelled
and new notes issued (New Notes), which are due January 1, 2029. As of December
31, 2000 and 2001, REMA had $838 million of New Notes outstanding. The New Notes
accrue interest at a fixed rate of 9.4% per annum. Payments under this
indebtedness are subordinate to REMA's lease obligations.

     In January 2001, REMA borrowed from Reliant Energy Northeast Holdings, Inc.
(RENH) approximately $83 million. The borrowing matures on January 1, 2029,
bears interest at a fixed rate of 9.4% and is unsecured. Repayment of the
borrowing is subordinated to REMA's lease obligations as required by the lease
documents. At December 31, 2001, $81 million of borrowings were outstanding
under this note.

    In July 2001, REMA borrowed an additional $106 million from RENH. The
borrowing matures on July 1, 2029, bears interest at a fixed rate of 9.4% and is
unsecured. Repayment of the borrowing is subordinated to REMA's lease
obligations as required by the lease documents. At December 31, 2001, $106
million of borrowings were outstanding under this note.

     REMA's lease obligations are currently supported by three letters of
credit issued under three separate letter of credit facilities. See Note 6(a).
The letter of credit facilities expire in August 2003. The amounts available to
be drawn under the letters of credit fluctuate to satisfy the lease terms.
At December 31, 2001, a total of $73 million was available to be drawn under the
three letters of credit. Under the letter of credit facilities, REMA pays a fee
equal to 1% of the total amount available to be drawn under the letters of
credit. Any draws under the letters of credit become loans and bear interest at
(a)(i) the higher of (A) the Federal funds rate plus .5% or (B) the Prime Rate
plus (ii) a margin or (b) the London inter-bank offered rate plus a margin, at
the option of REMA. As of December 31, 2002, there were no outstanding loans
under the letter of credit facilities.


                                       25
<PAGE>

6.   COMMITMENTS AND CONTINGENCIES

     (a) Lease Financing -- In August 2000, REMA sold to and leased back from
each of three owner lessors in separate lease transactions REMA's respective
16.45%, 16.67% and 100% interest in the Conemaugh, Keystone and Shawville
generating stations. As lessee, REMA leases an interest in each facility from
each owner lessor under a leveraged facility lease agreement. The lease
documents contain restrictive covenants that restrict REMA's ability to, among
other things, make dividend distributions unless REMA satisfies various
conditions. The covenant restricting dividends would be suspended if the direct
or indirect parent of REMA, meeting specified criteria, including having a
rating on REMA's long-term unsecured senior debt of at least BBB from Standard
and Poor's and Baa2 from Moody's, guarantees the lease obligations.
Additionally, under the terms of the lease agreements, REMA was required to
maintain $50 million in restricted deposits until January 2, 2001. As
consideration for the sale of REMA's interest in each of the facilities, REMA
received $1.0 billion in cash. These proceeds were utilized to return capital of
$183 million, with the remainder used to reduce affiliate debt. In connection
with the lease transactions, REMA entered into working capital facilities with
affiliates in the aggregate amount of $150 million (see Notes 9(d) and 9(e)).
REMA will make lease payments through 2029. The terms of leases for the
Conemaugh, Keystone and Shawville generating stations expire in 2034, 2034 and
2026, respectively.

     The following table sets forth REMA's obligation under these long-term
operating leases (in millions):

<Table>
<S>                                                  <C>
     2002........................................    $      136
     2003........................................            77
     2004........................................            84
     2005........................................            75
     2006........................................            64
     2007 and beyond.............................         1,124
                                                     ----------
                                                     $    1,560
                                                     ==========
</Table>

     There was no operating lease expense for the periods November 24, 1999 to
December 31, 1999 and January 1, 2000 to May 11, 2000. Operating lease expense
was $20.9 million and $58.8 million for the period May 12, 2000 to December 31,
2000 and year ended December 31, 2001, respectively.

     The equity interests in all of the subsidiaries of REMA are pledged as
collateral for REMA's lease obligations. In addition, these subsidiaries have
also guaranteed the payments under the lease obligations. The following
represents condensed consolidating financial statements of REMA and its
subsidiaries. The subsidiaries included in the condensed consolidating financial
statements presented below are all wholly owned and constitute all of REMA's
direct and indirect subsidiaries (Guarantor Subsidiaries). The guaranties of the
Guarantor Subsidiaries of the lease obligations are all full, unconditional, and
joint and several. There are no significant restrictions on REMA's ability to
obtain funds from the Guarantor Subsidiaries.




                                       26
<PAGE>

Reliant Energy Mid-Atlantic Power Holdings LLC and Related Companies
Condensed Consolidating Statement of Income
For the Year Ended December 31, 2000
(Thousands of Dollars)

<Table>
<Caption>
                                                                       GUARANTOR
                                                          REMA        SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                     --------------- --------------- --------------- ---------------
<S>                                                   <C>             <C>             <C>             <C>
Revenues...........................................   $    542,528    $    107,899    $         --    $    650,427
Expenses:
Fuel, operation, maintenance and lease expenses....        273,456          46,832              --         320,288
General and administrative.........................         21,154           3,320              --          24,474
Depreciation and amortization......................         46,304          10,855              --          57,159
                                                      ------------    ------------    ------------    ------------
Total Expenses.....................................        340,914          61,007              --         401,921
Operating Income...................................        201,614          46,892              --         248,506
Equity in Earnings of Consolidated Subsidiaries....         22,334              --         (22,334)             --
Interest Expense to Affiliate, net.................       (110,799)         (8,776)             --        (119,575)
Interest Income....................................          3,034              --              --           3,034
                                                      ------------    ------------    ------------    ------------
Net Income Before Taxes............................        116,183          38,116         (22,334)        131,965
Income Tax Expense.................................         41,654          15,782              --          57,436
                                                      ------------    ------------    ------------    ------------
Net Income.........................................   $     74,529    $     22,334    $    (22,334)   $     74,529
                                                      ============    ============    ============    ============
</Table>

Reliant Energy Mid-Atlantic Power Holdings LLC and Related Companies
Condensed Consolidating Statement of Operations
For the Year Ended December 31, 2001
(Thousands of Dollars)

<Table>
<Caption>
                                                                       GUARANTOR
                                                          REMA        SUBSIDIARIES    ELIMINATIONS    CONSOLIDATED
                                                     --------------- --------------- --------------- ---------------
<S>                                                   <C>             <C>             <C>             <C>
Revenues...........................................   $    461,962    $    115,075    $         --    $    577,037
Expenses:
Fuel, operation, maintenance and lease expenses....        300,866          83,729              --         384,595
General and administrative.........................         52,818           8,604              --          61,422
Depreciation and amortization......................         37,085          13,428              --          50,513
                                                      ------------    ------------    ------------    ------------
Total Expenses.....................................        390,769         105,761              --         496,530
Operating Income...................................         71,193           9,314              --          80,507
Equity in Earnings of Consolidated Subsidiaries....          5,106              --          (5,106)             --
Other Income.......................................          2,825              --                           2,825
Interest Expense to Affiliate, net.................        (88,923)            (66)             --         (88,989)
Interest Income, net...............................            677              --              --             677
                                                      ------------    ------------    ------------    ------------
(Loss) Income Before Taxes.........................         (9,122)          9,248          (5,106)         (4,980)
Income Tax  (Benefit) Expense......................         (8,682)          4,142              --          (4,540)
                                                      ------------    ------------    ------------    ------------
Net (Loss) Income..................................   $       (440)   $      5,106    $     (5,106)   $       (440)
                                                      ============    ============    ============    ============
</Table>




                                       27
<PAGE>

Reliant Energy Mid-Atlantic Power Holdings LLC and Related Companies
Condensed Consolidating Balance Sheet
December 31, 2000
(Thousands of Dollars)

<Table>
<Caption>
                                                                        GUARANTOR
                                                           REMA        SUBSIDIARIES     ELIMINATIONS    CONSOLIDATED
                                                        ----------     ------------     ------------    ------------
<S>                                                     <C>             <C>             <C>              <C>
Current Assets ...................................      $  121,096      $  132,630      $  (94,525)      $  159,201
Property, Plant and Equipment, net ...............         590,699         322,224            --            912,923
Other Noncurrent Assets ..........................         540,616          17,182        (368,638)         189,160
                                                        ----------      ----------      ----------       ----------
  Total Assets ...................................      $1,252,411      $  472,036      $ (463,163)      $1,261,284
                                                        ==========      ==========      ==========       ==========

Current Liabilities ..............................      $  194,477      $   89,648      $  (94,525)      $  189,600
Noncurrent Liabilities ...........................          27,117          13,750            --             40,867
Subordinated Note Payable to Affiliate ...........         838,356            --              --            838,356
Shareholder's and Member's Equity ................         192,461         368,638        (368,638)         192,461
                                                        ----------      ----------      ----------       ----------
  Total Liabilities and Shareholder's and
    Member's Equity...............................      $1,252,411      $  472,036      $ (463,163)      $1,261,284
                                                        ==========      ==========      ==========       ==========

</Table>

Reliant Energy Mid-Atlantic Power Holdings LLC and Related Companies
Condensed Consolidating Balance Sheet
December 31, 2001
(Thousands of Dollars)

<Table>
<Caption>
                                                                        GUARANTOR
                                                           REMA        SUBSIDIARIES     ELIMINATIONS    CONSOLIDATED
                                                        ----------     ------------     ------------    ------------
<S>                                                     <C>             <C>             <C>              <C>
Current Assets ...................................      $  988,381      $  199,899      $  (76,647)      $1,111,633
Property, Plant and Equipment, net ...............         527,522         310,033            --            837,555
Other Noncurrent Assets ..........................       1,040,246          14,965        (373,744)         681,467
                                                        ----------      ----------      ----------       ----------
  Total Assets ...................................      $2,556,149      $  524,897      $ (450,391)      $2,630,655
                                                        ==========      ==========      ==========       ==========

Current Liabilities ..............................      $  871,240      $  132,367      $  (76,647)      $  926,960
Noncurrent Liabilities ...........................         299,525          18,786            --            318,311
Subordinated Notes Payable to Affiliate ..........       1,024,616            --              --          1,024,616
Shareholder's and Member's Equity ................         360,768         373,744        (373,744)         360,768
                                                        ----------      ----------      ----------       ----------
  Total Liabilities and Shareholder's and
    Member's Equity                                     $2,556,149      $  524,897      $ (450,391)      $2,630,655
                                                        ==========      ==========      ==========       ==========
</Table>

     (b) Other Operating Leases -- REMA leases some equipment and vehicles under
noncancelable operating leases extending through 2007. Future minimum rentals
under lease agreements are as follows (in thousands):

<Table>
<Caption>
<S>                                                            <C>
         2002..............................................    $    290.4
         2003..............................................         133.3
         2004..............................................          91.0
         2005..............................................          74.2
         2006..............................................           3.5
         2007..............................................           3.5
                                                               ----------
                   Total...................................    $    595.9
                                                               ==========
</Table>

     Rent expense incurred under other operating leases aggregated approximately
$35,000, $187,000, $346,000 and $363,000 for the periods November 24, 1999 to
December 31, 1999, January 1, 2000 to May 11, 2000, May 12, 2000 to December 31,
2000 and year ended December 31, 2001, respectively.

     (c) Environmental -- Under the agreement to acquire REMA's generating
assets from GPU, liabilities associated with ash disposal site closures and site
contamination at the acquired facilities in Pennsylvania and New Jersey prior to
plant closing were assumed, except for the first $6 million of remediation costs
at the Seward Station.

                                       28


<PAGE>

GPU retained liabilities associated with the disposal of
hazardous substances to off-site locations prior to November 24, 1999. REMA has
recorded its estimate of these environmental liabilities in the amount of $35.8
million and $35.6 million, as of December 31, 2000 and 2001, respectively. REMA
expects approximately $16.0 million will be paid over the next five years.

     (d) Fuel Supply and Transportation Agreements -- REMA is a party to several
fuel supply contracts and commodity transportation contracts that have various
quantity requirements and durations that are not classified as non-trading
derivatives assets and liabilities in REMA's Consolidated Balance Sheet as of
December 31, 2001 as these contracts meet the SFAS No. 133 exception to be
classified as "normal purchases contracts" (see Note 2) or do not meet the
definition of a derivative. The maximum duration under any individual fuel
supply contract and transportation contract is 18 years and 20 years,
respectively. Minimum payment obligations under these agreements are as follows,
as of December 31, 2001 (in millions):

<Table>
<Caption>
                                                                     FUEL              TRANSPORTATION
                                                                 COMMITMENTS            COMMITMENTS
                                                                 -----------           --------------
<C>                                                               <C>                    <C>
2002..........................................................    $  104.5               $   12.2
2003..........................................................        39.0                   27.4
2004..........................................................        45.1                   27.4
2005..........................................................        45.1                   27.4
2006..........................................................        45.1                   27.4
                                                                  --------               --------
          Total...............................................    $  278.8               $  121.8
                                                                  ========               ========
</TABLE>

     (e) Other -- REMA is party to various legal proceedings that arise from
time to time in the ordinary course of business. While REMA cannot predict the
outcome of these proceedings, REMA does not expect these matters to have a
material adverse effect on REMA's financial position, results of operations or
cash flows.

7.   EMPLOYEE BENEFIT PLANS AND OTHER EMPLOYEE MATTERS

     (a) Pension -- In connection with REPG's acquisition of REMA, REMA's
non-union employees began participation in Reliant Energy's noncontributory cash
balance pension plan. Effective March 1, 2001, REMA no longer accrues benefits
under a noncontributory pension plan for its non-union employees. Effective
March 1, 2001, each non-union participant's unvested pension account balance
became fully vested. Under the cash balance formula, each participant has an
account, for recordkeeping purposes only, to which credits are allocated
annually based on a percentage of the participant's pay. Reliant Energy's
funding policy is to review amounts annually in accordance with applicable
regulations in order to achieve adequate funding of projected benefit
obligations. The assets of Reliant Energy's pension plan consist principally of
common stocks and high-quality, interest-bearing obligations. REMA's pension
costs related to its non-union participants has been determined based on the
non-union employees of REMA and their respective compensation level. Pension
expense for the periods January 1, 2000 to May 11, 2000, May 12, 2000 to
December 31, 2000, related to REMA's non-union employees was $252,000 and
$503,000, respectively. For the period from January 1, 2000 through March 1,
2001, REMA recorded net pension income of $119,000 related to its non-union
employees.

     Substantially all of REMA's union employees participate in a
noncontributory pension plan (the Union Pension Plan). The Union Pension Plan
provides retirement benefits based on years of service and compensation. The
funding policy of REMA is to contribute amounts annually in accordance with
applicable regulations in order to achieve adequate funding of projected benefit
obligations. All pension liabilities associated with REMA's union employees'
service periods prior to November 24, 1999 were retained by GPU pursuant to the
purchase agreement between Sithe and GPU. Pension expense for the periods
November 24, 1999 to December 31, 1999, January 1, 2000 to May 11, 2000, May 12,
2000 to December 31, 2000, and year ended December 31, 2001 for REMA union
employees was approximately $231,000, $803,000, $1,605,000 and $2,700,000,
respectively.



                                       29
<PAGE>



     Net pension cost for the Union Pension Plan includes the following
components for 2000 and 2001 (in thousands):

<Table>
<Caption>
                                                                    2000          2001
                                                                  ---------     ---------
<S>                                                               <C>           <C>
Service cost - benefits earned during the year................    $   2,390     $   2,569
Interest cost on projected benefit obligation.................           18           198
Expected return on plan assets................................           --           (98)
Net amortization..............................................           --            31
                                                                  ---------     ---------
  Net pension cost............................................    $   2,408     $   2,700
                                                                  =========     =========
</TABLE>

     Following are reconciliations of the Union Pension Plan's beginning and
ending balances of its retirement plan benefit obligation, plan assets and
funded status for 2000 and 2001 (in thousands):

<Table>
<Caption>
                                                                     2000         2001
                                                                  ---------     ---------
<S>                                                               <C>           <C>
CHANGE IN BENEFIT OBLIGATION
  Benefit obligation, beginning of year.......................    $     231     $   2,639
  Service cost................................................        2,390         2,569
  Interest cost...............................................           18           198
  Benefit payments............................................           --           (43)
  Actuarial loss..............................................           --         1,195
                                                                  ---------     ---------
  Benefit obligation, end of year.............................    $   2,639     $   6,558
                                                                  =========     =========

CHANGE IN PLAN ASSETS
  Plan assets, beginning of year..............................    $      --     $     955
  Employer contribution.......................................           --           748
  Investment return...........................................           --            13
  Benefit payments............................................           --           (43)
  Acquisition.................................................          955            --
                                                                  ---------     ---------
  Plan assets, end of year....................................    $     955     $   1,673
                                                                  =========     =========
RECONCILIATION OF FUNDED STATUS
  Funded status...............................................    $  (1,684)    $  (4,885)
  Unrecognized actuarial loss ................................           --         1,249
                                                                  ---------     ---------
  Net amount recognized at end of year........................    $  (1,684)    $  (3,636)
                                                                  =========     =========
ACTUARIAL ASSUMPTIONS
  Discount rate...............................................          7.5%         7.25%
  Rate of increase in compensation levels.....................    3.5 - 5.5%    3.5 - 5.5%
  Expected long-term rate of return on assets.................         10.0%          9.5%
</Table>

     (b) Savings Plan -- Effective November 24, 1999 through May 11, 2000, REMA
participated in Sithe's savings plan, which covered substantially all of REMA's
employees. Effective May 12, 2000, REMA began to participate in a separate REMA
savings plan, which covered substantially all of REMA's employees with terms
somewhat similar to Sithe's savings plan. These savings plans are collectively
referred to as the "Savings Plans." The Savings Plans limit non-union employees
to 16% pre-tax until January 1, 2001 when after-tax contributions became
available. The Savings Plans limit union employee's pre-tax contributions to 22%
and after-tax contributions to 10%. These contributions are based on covered
compensation, not to exceed the annual contribution limits of the Internal
Revenue Code of 1986, as amended (Code). Prior to March 1, 2001, REMA matched up
to 100% of the first 3% of each non-union employee's contributions (based on the
employee's service). Effective March 1, 2001, Reliant Energy amended REMA's
non-union employee savings plan to generally provide for (a) employer matching
contributions equal to 100% of the first 6% of each employee's contributions to
the plan, (b) a 2% employer contribution on a payroll basis for 2002, limited to
the first $85,000 of compensation, and (c) discretionary employer contributions
up to 3% at the end of the plan year based on each employee's eligible
compensation. Effective March 1, 2001, all prior and future employer
contributions on behalf of such employees are fully vested. REMA matches between
55% and 65% (based upon the terms of the applicable collective bargaining
agreement) of the first 4% of each union employee's pre-tax and/or after-tax
contributions (up to the annual Code contribution limits) to the Savings Plans.
Union employees are fully vested in their employer matching contributions.
Savings plan benefit expense for REMA employees for the periods November 24,
1999 to December 31, 1999, January 1, 2000 to May 11, 2000, and May 12, 2000 to
December 31, 2000 and year ended December 31, 2001, was approximately $93,000,
$450,000, $935,000 and $3,928,000, respectively.

                                       30
<PAGE>
     (c) Postretirement Benefits -- Prior to March 1, 2001, REMA provided some
postretirement benefits through a Reliant Energy plan (primarily medical care
and life insurance benefits) for its non-union retired employees, substantially
all of whom may become eligible for these benefits when they retire.
Postretirement benefit expense related to REMA's non-union employees for the
period May 12, 2000 to December 31, 2000 and year ended December 31, 2001 was
$67,000 and $26,000, respectively.

     REMA provides some postretirement benefits (primarily medical care and life
insurance benefits) for its union retired employees, substantially all of whom
may become eligible for these benefits when they retire. All retiree medical
obligations for REMA's union employees eligible for retirement prior to November
24, 1999 were retained by GPU pursuant to the purchase agreement between Sithe
and GPU. REMA funds its union postretirement benefits on a pay-as-you-go basis.
Postretirement benefit expense for the period May 12, 2000 to December 31, 2000
and year ended December 31, 2001 related to REMA's union employees was $892,000
and $1,645,000 respectively.

     The net postretirement benefit cost related to REMA's union employees
includes the following components for the period May 12, 2000 to December 31,
2000 and the year 2001 (in thousands):

<Table>
<Caption>
                                                                   PERIOD FROM
                                                                 MAY 12, 2000 TO      YEAR ENDED
                                                                DECEMBER 31, 2000  DECEMBER 31, 2001
                                                                -----------------  -----------------
<S>                                                                 <C>               <C>
Service cost -- benefits earned during the period.............      $      814        $    1,411
Interest cost on projected benefit obligation.................              78               234
                                                                    ----------        ----------
Net postretirement benefit cost...............................      $      892        $    1,645
                                                                    ==========        ==========
</Table>

     Following are reconciliations of REMA's beginning and ending balances of
its postretirement benefit plan's benefit obligation and funded status related
to its union employees for 2000 and 2001 (in thousands):

<Table>
<Caption>
                                                                       2000              2001
                                                                    ----------        ----------
<S>                                                                 <C>               <C>
CHANGE IN BENEFIT OBLIGATION
   Benefit obligation, beginning of period....................      $    2,192        $    3,084
   Service cost...............................................             814             1,411
   Interest cost..............................................              78               234
   Actuarial loss.............................................              --             2,813
                                                                    ----------        ----------
   Benefit obligation, end of period..........................      $    3,084        $    7,542
                                                                    ==========        ==========

RECONCILIATION OF FUNDED STATUS
  Funded status...............................................      $   (3,084)       $   (7,542)
  Unrecognized actuarial loss ................................              --             2,813
                                                                    ----------        ----------
  Net amount recognized at end of year........................      $   (3,084)       $   (4,729)
                                                                    ==========        ==========

ACTUARIAL ASSUMPTIONS
   Discount rate..............................................             7.5%             7.25%
   Health care cost trend rates - Under 65....................             8.0%              7.5%
   Health care cost trend rates - 65 and over.................             9.0%              8.5%
</Table>

     The assumed health care rates gradually decline to 5.5% for both medical
categories by 2010.

     If the health care cost trend rate assumptions were increased by 1%, the
accumulated postretirement benefit obligation as of December 31, 2001 would
increase by approximately 16.1%. The annual effect of the 1% increase on the
total of the service and interest costs would be an increase of approximately
5.4%. If the health care cost trend rate assumptions were decreased by 1%, the
accumulated postretirement benefit obligation as of December 31, 2001 would
decrease by approximately 16.2%. The annual effect of the 1% decrease on the
total of the service and interest costs would be a decrease of 5.4%.

     (d) Other Employee Matters -- Approximately 66% of REMA's employees are the
subject of three collective bargaining arrangements. Of these employees, 12% are
subject to arrangements that expire prior to December 31, 2002.


                                       31
<PAGE>


8.   INCOME TAXES.

     REMA's current and deferred components of income tax expense were as
follows:

<Table>
<Caption>
                                                                   PERIOD FROM
                                                                 MAY 12, 2000 TO      YEAR ENDED
                                                                DECEMBER 31, 2000  DECEMBER 31, 2001
                                                                -----------------  -----------------
                                                                           (IN MILLIONS)
<S>                                                                 <C>               <C>
Current
  Federal.................................................          $     42.3        $    (16.2)
  State...................................................                12.8              (8.3)
                                                                    ----------        ----------
      Total current.......................................                55.1             (24.5)
                                                                    ----------        ----------

Deferred
  Federal.................................................                 1.6              16.1
  State...................................................                 0.7               3.9
                                                                    ----------        ----------
      Total deferred......................................                 2.3              20.0
                                                                    ----------        ----------
Income tax expense (benefit)..............................          $     57.4        $     (4.5)
                                                                    ==========        ==========
</TABLE>

     A reconciliation of the federal statutory income tax rate to the effective
income tax rate is as follows:

<Table>
<Caption>
                                                                   PERIOD FROM
                                                                 MAY 12, 2000 TO      YEAR ENDED
                                                                DECEMBER 31, 2000  DECEMBER 31, 2001
                                                                -----------------  -----------------
                                                                           (IN MILLIONS)
<S>                                                                 <C>               <C>
Income (loss) before income taxes...............................    $    138.7        $     (5.0)
Federal statutory rate..........................................           35%                35%
                                                                    ----------        ----------
Income tax expense at statutory rate............................          48.5              (1.8)
                                                                    ----------        ----------
Net addition in taxes resulting from:
  State income taxes, net of federal income tax benefit.........           8.9              (2.7)
                                                                    ----------        ----------
Income tax expense (benefit)....................................    $     57.4        $     (4.5)
                                                                    ==========        ==========
Effective rate..................................................          41.4%             91.2%
</Table>

     Following were REMA's tax effects of temporary differences between the
carrying amounts of assets and liabilities in the financial statements and their
respective tax bases:


<Table>
<Caption>
                                                                DECEMBER 31, 2000  DECEMBER 31, 2001
                                                                -----------------  -----------------
                                                                           (IN MILLIONS)
<S>                                                                 <C>               <C>
Deferred tax assets:
  Noncurrent:
    Employee benefits...........................................    $      2.9               4.7
    Environmental reserves......................................          15.0              15.0
    Prepaid rent................................................           5.3                --
    Other.......................................................           1.1               1.2
                                                                    ----------        ----------
      Total deferred tax assets.................................          24.3              20.9
                                                                    ----------        ----------
Deferred tax liabilities:
  Current:
    Non-trading derivative assets, net..........................            --              61.8
                                                                    ----------        ----------
      Total current deferred tax liabilities....................            --              61.8
                                                                    ----------        ----------
  Noncurrent:
    Non-trading derivative assets, net..........................            --              53.5
    Depreciation................................................          22.0              43.6
                                                                    ----------        ----------
      Total noncurrent deferred tax liabilities.................          22.0              97.1
                                                                    ----------        ----------
      Total deferred tax liabilities............................          22.0             158.9
                                                                    ----------        ----------
      Accumulated deferred income tax asset (liability) -- net..    $      2.3        $   (138.0)
                                                                    ==========        ==========
</TABLE>



                                       32
<PAGE>
9.   RELATED PARTY TRANSACTIONS

     (a) Procurement and Marketing Agreement -- REMA is a partner to a
procurement and marketing agreement with Reliant Energy Services under which
Reliant Energy Services is entitled to procurement and power marketing fees.
Under the agreement, Reliant Energy Services

     o    enters into derivative transactions on behalf of REMA to hedge
          commodity risks;

     o    procures coal, fuel oil and emissions allowances on REMA's behalf at a
          pass through price;

     o    procures gas on REMA's behalf at a pass through price or for an index
          price plus costs of delivery, depending on when and how the gas is
          procured; and

     o    markets power and surplus gas, fuel oil and emissions allowances on
          REMA's behalf.

     Reliant Energy Services began charging for these services in 2001. The
amount charged to REMA for these services was $4.7 million for the year ended
December 31, 2001.

     From November 24, 1999 through May 11, 2000, REMA sold most of the electric
power generated by its facilities to the Sithe Affiliate. REMA also purchased
fuel for its generation plants (other than coal for Keystone and Conemaugh) from
the Sithe Affiliate.

     (b) Support Services Agreement -- REMA is a party to a support services
agreement with REPG under which REPG will, on an as-requested basis and at cost,
provide or procure from other affiliates or third parties services in support of
REMA's business in areas such as human resources, accounting, finance, treasury,
tax, office administration, information technology, engineering, construction
management, environmental, legal and safety. REPG has agreed to provide these
services only to the extent it or its affiliates provide these services for its
or its subsidiaries' generating assets. REPG began charging and allocating to
REMA for these services in 2001. Amounts charged and allocated to REMA for these
services were $54.9 million for the year ended December 31, 2001.

     Such cost and fees charged under the support services agreement and
procurement and marketing agreement (see Note 9(a)) are subordinated to certain
expenses pursuant to the sale-leaseback financing documents, including lease
expense.

     (c) Long-term Notes to Affiliated Entities -- See Note 5.

     (d) Working Capital Note -- In May 2000, REMA executed a two-year revolving
note with RENH under which REMA may borrow, and RENH is committed to lend, up to
$30 million from time to time for working capital needs. Borrowings under the
note will be unsecured and will rank equal in priority with REMA's lease
obligations. REMA may replace this note with a working capital facility from an
unaffiliated lender. Borrowings under the working capital note bear interest
based on LIBOR. At December 31, 2001, borrowings under the working capital note
totaled $11 million. At December 31, 2000, there were no borrowings outstanding
under this note.

     (e) Subordinated Working Capital Facility -- REMA has entered into an
irrevocably committed subordinated working capital facility with RENH. RENH will
fund REMA's drawings under this facility through borrowings or equity
contributions irrevocably committed to RENH by Reliant Energy Resources Corp., a
wholly owned subsidiary of Reliant Energy, until March 2002, and thereafter by
Reliant Resources. REMA may borrow under this facility to pay operating
expenditures, senior indebtedness and rent, but excluding capital expenditures
and subordinated indebtedness. In addition, RENH must make advances to REMA and
REMA must obtain such advance under such facility up to the maximum available
commitment under such facility from time to time if REMA's pro forma coverage
ratio does not equal or exceed 1.1 to 1.0, measured at the time rent under the
leases is due. Subject to the maximum available commitment, drawings will be
made in amounts necessary to permit REMA to achieve a pro forma coverage ratio
of at least 1.1 to 1.0. The amount available under the subordinated working
capital facility is $120 million through January 1, 2007. Thereafter, the
available amount decreases by $24 million on January 2, 2007 and by $24 million
each subsequent year through its expiration in 2011. At December 31, 2000 and
2001, there were no borrowings under this facility.

                                       33
<PAGE>
10.  PREPAID LEASE EXPENSE

     During the first and third quarters of 2001, REMA paid $150.9 million and
$108.4 million, respectively, to lessors related to the sale and leaseback
transactions (see Note 6(a)). As of December 31, 2001, REMA had recorded prepaid
lease expense of $180.5 million in other current and other noncurrent assets of
$58.8 million and $121.7 million, respectively.

11.  BANKRUPTCY OF ENRON CORP. AND ITS AFFILIATES

     During the fourth quarter of 2001, Enron Corp. and its Affiliates (Enron)
filed a petition for voluntary bankruptcy. Accordingly, REMA recorded a $68.4
million provision, comprised of provisions against receivables of $3.7 million
and net non-trading derivative balances of $64.7 million.

     The non-trading derivatives with Enron were designated as Cash Flow Hedges
(see Note 2). The net gain on these derivative instruments previously reported
in other comprehensive income will remain in accumulated other comprehensive
income and will be reclassified into earnings during the period in which the
originally designated hedged transaction occurs.

12.  UNAUDITED QUARTERLY INFORMATION

     Summarized quarterly financial data for 2000 and 2001 is as follows (in
thousands):

<Table>
<Caption>
                2000                           FORMER REMA                             CURRENT REMA
                                       ---------------------------    -----------------------------------------
                                                       FOR THE          FOR THE
                                                      PERIOD FROM     PERIOD FROM
                                                        APRIL 1,      MAY 12, 2000
                                         FIRST        2000 TO MAY      TO JUNE 30,      THIRD         FOURTH
                                        QUARTER         11, 2000           2000        QUARTER        QUARTER
                                       -----------    ------------    -------------   ----------     ----------
<S>                                    <S>             <S>             <S>            <S>            <S>
Revenues.............................  $ 107,432       $  59,058       $  111,503     $  253,819     $  118,615
Operating income (loss)..............     23,197          16,654           59,418        158,750         (9,513)
Net (loss) income....................     (8,615)          1,928           22,589         75,269        (16,642)
</Table>

<Table>
<Caption>
                 2001                                         CURRENT REMA
                                       ----------------------------------------------------------
                                         FIRST           SECOND          THIRD         FOURTH
                                        QUARTER          QUARTER        QUARTER        QUARTER
                                       ---------        ---------      ---------      ----------
<S>                                    <C>              <C>            <C>            <C>
Revenues.............................  $ 145,851        $ 134,085      $  249,925     $   47,176
Operating income (loss)..............     25,779           11,944         117,531        (74,747)
Net income (loss)....................      3,234           (5,219)         53,824        (52,279)
</Table>

     The variances in revenues from quarter to quarter were primarily due to the
seasonal fluctuations in demand for energy and energy services and changes in
energy commodity prices. Changes in operating income (loss) and net (loss)
income from quarter to quarter were primarily due to the seasonal fluctuations
in demand for energy and energy services, changes in energy commodity prices and
timing of maintenance expenses on electric generation plants. In addition,
during the fourth quarter of 2001, REMA recognized a $68.4 million provision
related to receivables and net non-trading derivative balances which reduced
revenues and operating income (see Note 11).

                                     * * *



                                       34

<PAGE>
                          INDEPENDENT AUDITORS' REPORT

Reliant Energy Mid-Atlantic Power Holdings, LLC

     We have audited the accompanying consolidated balance sheets of Reliant
Energy Mid-Atlantic Power Holdings, LLC (formerly Sithe Pennsylvania Holdings,
LLC) and related companies (REMA) as of December 31, 2000 and 2001, and the
related combined and consolidated statements of operations, member's and
shareholder's equity, and cash flows for the periods from November 24, 1999 to
December 31, 1999, January 1, 2000 to May 11, 2000, May 12, 2000 to December 31,
2000, and the year ended December 31, 2001. The combined and consolidated
financial statements include the accounts of Reliant Energy Mid-Atlantic Power
Holdings, LLC and three related companies, Reliant Energy New Jersey Holdings,
LLC (formerly Sithe New Jersey Holdings, LLC), Reliant Energy Maryland Holdings,
LLC (formerly Sithe Maryland Holdings, LLC) and Reliant Energy Mid-Atlantic
Power Services, Inc. (formerly Sithe Mid-Atlantic Power Services, Inc.) These
companies are under common ownership and common management. These financial
statements are the responsibility of REMA's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, such combined and consolidated financial statements present
fairly, in all material respects, the consolidated financial position of REMA at
December 31, 2000 and 2001, and the combined and consolidated results of their
operations and their combined and consolidated cash flows for the periods from
November 24, 1999 to December 31, 1999, January 1, 2000 to May 11, 2000, May 12,
2000 to December 31, 2000, and the year ended December 31, 2001 in conformity
with accounting principles generally accepted in the United States of America.

     As discussed in Note 2 to the consolidated financial statements, REMA
changed its method of accounting for derivative instruments and hedging
activities in 2001.

DELOITTE & TOUCHE LLP

Houston, Texas
March 28, 2002





                                       35

<PAGE>
                     RELIANT ENERGY NEW JERSEY HOLDINGS, LLC
                                AND SUBSIDIARIES

                        STATEMENTS OF CONSOLIDATED INCOME
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                                           FOR THE PERIODS FROM
                                         --------------------------------------------------------------------------------------
                                                        FORMER RENJ                |               CURRENT RENJ
                                         ----------------------------------------- | -----------------------------------------
                                         NOVEMBER 24, 1999 to   JANUARY 1, 2000 to |  MAY 12, 2000 TO           YEAR ENDED
                                         TO DECEMBER 31, 1999    TO MAY 11, 2000   | DECEMBER 31, 2000       DECEMBER 31, 2001
                                                                                   |
<S>                                         <C>                    <C>                    <C>                    <C>
Revenues from affiliate ..............      $    4,017             $   19,370      |     $   86,604             $  113,186
Expenses:                                                                          |
  Fuel from affiliate ................              66                  3,829      |         15,593                 51,116
  Operation and maintenance ..........           1,115                  5,219      |         20,821                 36,436
  General and administrative .........             751                  1,999      |            820                  3,997
  Depreciation and amortization ......             605                  2,068      |          7,997                 12,653
                                            ----------             ----------      |     ----------             ----------
          Total expenses .............           2,537                 13,115      |         45,231                104,202
                                            ----------             ----------      |      ----------             ----------
Operating income .....................           1,480                  6,255      |         41,373                  8,984
Other expense ........................             --                     --       |            --                     (65)
Interest expense to affiliate, net ...          (1,171)                (4,243)     |         (3,838)                   --
                                            ----------             ----------      |     ----------             ----------
Income before income taxes ...........             309                  2,012      |         37,535                  8,919
Income tax expense ...................             --                     --       |         15,333                  3,911
                                            ----------             ----------      |     ----------             ----------
Net income ...........................      $      309             $    2,012      |     $   22,202             $    5,008
                                            ==========             ==========      |     ==========             ==========
</Table>

              See Notes to the Consolidated Financial Statements.




                                       36
<PAGE>
                     RELIANT ENERGY NEW JERSEY HOLDINGS, LLC
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                                                            CURRENT RENJ
                                                                               ----------------------------------------
                                                                               DECEMBER 31, 2000      DECEMBER 31, 2001
                                                                               -----------------     ------------------
                                   ASSETS
<S>                                                                                <C>                   <C>
  Current Assets:
     Cash and cash equivalents .............................................       $       17            $        1
     Accounts and notes receivable from affiliates, net ....................           25,629                40,867
     Fuel inventories ......................................................           14,673                17,704
     Material and supplies inventories .....................................            9,942                 8,210
     Other current assets ..................................................               22                    10
                                                                                   ----------            ----------
          Total current assets .............................................           50,283                66,792
  Property, plant and equipment, net .......................................          310,445               298,253
  Other Noncurrent Assets:
     Goodwill, net of accumulated amortization of $0 and $100, respectively              --                   2,047
     Air emissions regulatory allowances, net of accumulated amortization
      of $48 and $141, respectively ........................................           11,433                11,367
     Deferred income taxes, net ............................................            2,672                   500
                                                                                   ----------            ----------
          Total noncurrent assets ..........................................           14,105                13,914
                                                                                   ----------            ----------
          Total Assets .....................................................       $  374,833            $  378,959
                                                                                   ==========            ==========

                      LIABILITIES AND MEMBER'S EQUITY
  Current Liabilities:
     Accounts payable ......................................................       $    8,489            $    3,178
     Accrued payroll .......................................................              699                   408
     Other current liabilities .............................................              --                    113
                                                                                   ----------            ----------
          Total current liabilities ........................................            9,188                 3,699
  Noncurrent Liabilities:
     Accrued environmental liabilities .....................................            8,708                 8,270
     Deferred income taxes, net ............................................              --                  5,045
                                                                                   ----------            ----------
          Total noncurrent liabilities .....................................            8,708                13,315
  Commitments and Contingencies (Note 5)
  Member's Equity:
     Member's equity .......................................................          334,735               334,735
     Retained earnings .....................................................           22,202                27,210
                                                                                   ----------            ----------
          Total member's equity ............................................          356,937               361,945
                                                                                   ----------            ----------
          Total Liabilities and Member's Equity ............................       $  374,833            $  378,959
                                                                                   ==========            ==========
</Table>

              See Notes to the Consolidated Financial Statements.




                                       37
<PAGE>


                     RELIANT ENERGY NEW JERSEY HOLDINGS, LLC
                                AND SUBSIDIARIES

                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                                             FOR THE PERIODS FROM
                                               ------------------------------------------------------------------------------------
                                                                FORMER RENJ              |               CURRENT RENJ
                                               ----------------------------------------- |-----------------------------------------
                                               NOVEMBER 24, 1999 to   JANUARY 1, 2000 to |  MAY 12, 2000 TO          YEAR ENDED
                                               TO DECEMBER 31, 1999    TO MAY 11, 2000   | DECEMBER 31, 2000      DECEMBER 31, 2001
                                               --------------------   ------------------ | -----------------      -----------------
<S>                                               <C>                  <C>                  <C>                   <C>
Cash Flows from Operating Activities:                                                    |
  Net income .................................     $      309           $    2,012       |   $   22,202           $    5,008
  Adjustments to reconcile net income to                                                 |
    net cash provided by (used in) operations:                                           |
    Depreciation and amortization ............            605                2,068       |        7,997               12,653
    Deferred income taxes ....................             --                   --       |        3,491                7,458
    Changes in assets and liabilities:                                                   |
      Inventories ............................              8               (2,631)      |       (9,845)              (3,874)
      Accounts and notes receivable from                                                 |
        affiliates, net ......................             --                   --       |      (22,009)             (14,260)
      Other assets ...........................             --               (2,494)      |         (450)                 105
      Accounts payable .......................             --                   --       |        2,624               (2,983)
      Other liabilities ......................            357                 (385)      |       (3,963)              (3,855)
                                                   ----------           ----------       |   ----------           ----------
        Net cash provided by (used in)                                                   |
         operating activities ................          1,279               (1,430)      |           47                  252
                                                   ----------           ----------       |   ----------           ----------
Cash Flows from Investing Activities:                                                    |
  Business acquisitions ......................       (163,162)                  --       |     (334,735)                  --
  Capital expenditures .......................             --                   --       |           --                 (268)
  Other ......................................             --                   --       |          (30)                  --
                                                   ----------           ----------       |   ----------           ----------
        Net cash used in investing activities        (163,162)                  --       |     (334,765)                (268)
                                                   ----------           ----------       |   ----------           ----------
Cash Flows from Financing Activities:                                                    |
  Capital contributions ......................         18,129                   --       |      334,735                   --
  Proceeds from note payable to                                                          |
    affiliate, net ...........................        145,033                   --       |           --                   --
  Net change in payables to affiliates .......         (1,279)               1,430       |           --                   --
                                                   ----------           ----------       |   ----------           ----------
        Net cash provided by financing                                                   |
          activities..........................        161,883                1,430       |      334,735                   --
                                                   ----------           ----------       |   ----------           ----------
Net Change in Cash and Cash Equivalents ......             --                   --       |           17                  (16)
Cash and Cash Equivalents, Beginning of Period             --                   --       |           --                   17
                                                   ----------           ----------       |   ----------           ----------
Cash and Cash Equivalents, End of Period .....     $       --           $       --       |   $       17           $        1
                                                   ==========           ==========       |   ==========           ==========
                                                                                         |
Supplemental Cash Flow Information:                                                      |
     Cash Payments:                                                                      |
         Interest to affiliate ...............     $    1,171           $    4,111       |   $       --           $       --
        Income taxes .........................             --                   --       |           --           $    3,139
</Table>

              See Notes to the Consolidated Financial Statements.



                                       38

<PAGE>
                     RELIANT ENERGY NEW JERSEY HOLDINGS, LLC
                                AND SUBSIDIARIES

                   STATEMENTS OF CONSOLIDATED MEMBER'S EQUITY
                             (THOUSANDS OF DOLLARS)

<Table>
<Caption>
                                                                                                       TOTAL
                                                            MEMBER'S EQUITY    RETAINED EARNINGS   MEMBER'S EQUITY
                                                           ----------------    -----------------   ---------------
<S>                                                         <C>                  <C>                <C>
FORMER RENJ:
Balance, November 24, 1999..............................    $           --       $           --     $           --
  Capital contributions.................................            18,129                                  18,129
  Net income............................................                                    309                309
                                                            --------------       --------------      -------------
Balance, December 31, 1999..............................            18,129                  309             18,438
  Net income............................................                                  2,012              2,012
                                                            --------------       --------------      -------------
Balance, May 11, 2000...................................            18,129                2,321             20,450
                                                            --------------       --------------      -------------

==================================================================================================================
CURRENT RENJ:
  Elimination of former RENJ balances...................           (18,129)              (2,321)           (20,450)
  Capital contributions.................................           334,735                                 334,735
  Net income ...........................................                                 22,202             22,202
                                                            --------------       --------------      -------------
Balance, December 31, 2000..............................           334,735               22,202            356,937
  Net income............................................                                  5,008              5,008
                                                            --------------       --------------      -------------
Balance, December 31, 2001..............................    $      334,735       $       27,210     $      361,945
                                                            ==============       ==============     ==============

</TABLE>
              See Notes to the Consolidated Financial Statements.





                                       39
<PAGE>
                     RELIANT ENERGY NEW JERSEY HOLDINGS, LLC
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) Reliant Energy New Jersey Holdings, LLC -- Reliant Energy New Jersey
Holdings, LLC (formed December 28, 1998 and formerly named Sithe New Jersey
Holdings, LLC), together with its subsidiaries (collectively, RENJ), were
indirect wholly owned subsidiaries of Sithe Energies, Inc. (Sithe) as of
December 31, 1999. RENJ acquired its generating stations and various related
assets from an operating subsidiary of GPU, Inc. (GPU), a utility holding
company, on November 24, 1999. Reliant Energy Mid-Atlantic Power Holdings, LLC
(formerly Sithe Pennsylvania Holdings, LLC) (REMA), an affiliate of RENJ, also
acquired assets from GPU in Pennsylvania as did another affiliate in Maryland.
The operations of RENJ, REMA and the other affiliate in Maryland have been
managed together since November 24, 1999.

     In May 2000, Sithe, through an indirect wholly owned subsidiary, sold all
of its equity interests in RENJ and REMA to an indirect wholly owned subsidiary
of Reliant Energy Power Generation, Inc. (REPG). REPG is an indirect subsidiary
of Reliant Resources, Inc. (Reliant Resources) and Reliant Energy, Incorporated
(Reliant Energy) (see Note 2). Following this transaction, RENJ changed its name
such that "Sithe" was replaced with "Reliant Energy."

     RENJ owns and operates four electric generation plants in New Jersey with
an annual average net generating capacity of approximately 1,499 megawatts (MW).

     (b) Basis of Presentation and Principles of Consolidation -- These
consolidated financial statements present the results of operations for the
periods from November 24, 1999 (the date that RENJ acquired the generation
assets from GPU) to December 31, 1999, January 1, 2000 to May 11, 2000 (the date
that REPG indirectly acquired RENJ), May 12, 2000 to December 31, 2000 and for
the year ended December 31, 2001. Within these financial statements, "Current
RENJ" and "Former RENJ" refer to RENJ after and before, respectively, the
acquisition from Sithe Energies by REPG. There are no separate financial
statements available with regard to the facilities of RENJ (prior to the
acquisition) because their operations were fully integrated with, and their
results of operations were consolidated into, the former owners of the
facilities of RENJ. In addition, the electric output of the facilities was sold
based on rates set by regulatory authorities. As a result and because
electricity rates will now be set by the operation of market forces, the
historical financial data with respect to the facilities of RENJ prior to
November 24, 1999 is not meaningful or indicative of RENJ's future results.
RENJ's results of operations in the future will depend primarily on revenues
from the sale of energy, capacity and ancillary services, and the level of its
operating expenses.

     The consolidated financial statements include the accounts of RENJ. All
significant intercompany transactions and balances are eliminated in
consolidation.

     (c) Use of Estimates and Reclassifications -- The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

     Some amounts from previous years have been reclassified to conform to the
2001 presentation of financial statements. These reclassifications do not affect
earnings.

     (d) Market Risk and Other Uncertainties -- RENJ is subject to risks
associated with price movements of energy commodities, supply and price of fuel
and electricity, effects of competition, operation of deregulating power
markets, seasonal weather patterns, technological obsolescence and the
regulatory environment within the United States.

                                       40
<PAGE>
     (e) Revenue Recognition -- Revenues include energy, capacity and ancillary
service sales. Current RENJ's power and services, excluding capacity, were sold
at market-based prices through a related party and indirect subsidiary of
Reliant Energy, Reliant Energy Services, Inc. (Reliant Energy Services). Reliant
Energy Services acted as agent on behalf of RENJ on most market-based sales.
These revenues are directly allocated to RENJ. RENJ's capacity was also sold
pursuant to a transition power purchase agreement with GPU. The transition power
purchase agreement extends through May 31, 2002. Sales not billed by month-end
are accrued based upon estimated energy or services delivered.

     In addition, Reliant Energy Services enters into derivative transactions in
order to hedge some expected sales and purchases of fuel for REMA and its
subsidiaries, including Current RENJ. These transactions are designated to the
portfolio of generation of REMA, including RENJ power generation operations, at
the time of executing the transactions. However, such transactions are not
designated to individual subsidiaries of REMA. The gains and losses related to
these contractual commitments are allocated by REMA to its subsidiaries based on
capacity of each subsidiary. These allocated realized gains and losses are
included in operating revenues and operating expenses in the statement of
consolidated income.

     Prior to May 11, 2000, Former RENJ's power and services, excluding
capacity, were sold at market-based prices through sales to a related party and
wholly owned subsidiary of Sithe (the Sithe Affiliate) for resale.

     (f) Cash and Cash Equivalents -- Cash and cash equivalents are considered
to be highly liquid investments with an original maturity of three months or
less, which are cash or are readily convertible to cash.

     (g) Inventories -- Inventories are comprised of materials, supplies and
fuel stock held for consumption and are stated at the lower of weighted-average
cost or market.

     (h) Fair Values of Financial Instruments -- The recorded amounts for
financial instruments such as affiliate receivables and payables approximate
fair value.

     (i) Property, Plant and Equipment -- Property, plant and equipment are
stated at historical cost. Depreciation is computed using the straight-line
method over the estimated useful lives commencing when assets, or major
components thereof, are either placed in service or acquired, as appropriate.
RENJ expenses all repair and maintenance costs as incurred.

     (j) Intangible Assets -- Historically, cost in excess of fair value of net
assets acquired (goodwill) is amortized on a straight line basis over the
estimated useful life of 35 years. See Note 1(n). Through May 11, 2000 goodwill
was amortized on a straight-line basis over the estimated useful life of 40
years. Goodwill amortization expense for the periods from November 24, 1999 to
December 31, 1999, January 1, 2000 to May 11, 2000 and May 12, 2000 to December
31, 2000 and the year ended December 31, 2001, was $46,000, $200,000, $0 and
$100,000, respectively.

     Other intangible assets consist primarily of air emissions regulatory
allowances that have already been issued to RENJ and allowances that RENJ is
entitled to be allocated during the remaining useful lives of the plants. These
intangible assets are amortized on a unit-of-production basis as utilized.
Because no credits were utilized in 1999 and during the period January 1, 2000
to May 11, 2000, no amortization expense was recognized during these periods
related to other intangible assets. Other intangible amortization expense during
the period from May 12, 2000 to December 31, 2000 and year ended December 31,
2001 was $48,000 and $93,000, respectively.

     (k) Impairment of Long-Lived Assets -- RENJ periodically evaluates
long-lived assets, including property, plant and equipment and other
intangibles, when events or changes in circumstances indicate that the carrying
value of these assets may not be recoverable. The determination of whether an
impairment has occurred is based on an estimate of undiscounted cash flows
attributable to the assets, as compared to the carrying value of the assets. To
date, no impairment has been indicated.

     (m) Income Taxes -- In connection with the acquisition, RENJ entered into a
tax sharing agreement with Reliant Energy, whereby RENJ calculates its income
tax provision on a separate return basis. RENJ uses the liability method of
accounting for deferred income taxes and measures deferred income taxes for all
significant income tax temporary differences. RENJ's current federal and state
income taxes are payable to and receivable from Reliant Energy. For additional
information regarding income taxes, see Note 7.

                                       41
<PAGE>
     (n) Changes in Accounting Principles and New Accounting Pronouncements.

     Staff Accounting Bulletin No. 101, "Revenue Recognition" (SAB No. 101),
was issued by the SEC on December 3, 1999. SAB No. 101 summarizes some of the
SEC staff's views in applying generally accepted accounting principles to
revenue recognition in financial statements. RENJ's consolidated financial
statements reflect the accounting principles provided in SAB No. 101.

     Effective January 1, 2001, RENJ was required to adopt Statement of
Financial Accounting Standard No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended (SFAS No. 133), which establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts and hedging
activities. This statement requires that derivatives be recognized at fair
value in the balance sheet and changes in fair value be recognized either
currently in earnings or deferred as a component of other comprehensive income,
depending on the intended use of the derivative, its resulting designation and
its effectiveness. Adoption of SFAS No. 133 resulted in no cumulative after-tax
change to net income or other comprehensive income.

     In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141 "Business Combinations" (SFAS No. 141) and SFAS No. 142 "Goodwill and
Other Intangible Assets" (SFAS No. 142). SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting and broadens the criteria for recording intangible
assets separate from goodwill. Recorded goodwill and intangibles will be
evaluated against these new criteria and may result in certain intangibles being
transferred to goodwill, or alternatively, amounts initially recorded as
goodwill may be separately identified and recognized apart from goodwill. SFAS
No. 142 provides for a nonamortization approach, whereby goodwill and certain
intangibles with indefinite lives will not be amortized into results of
operations, but instead will be reviewed periodically for impairment and written
down and charged to results of operations only in the periods in which the
recorded value of goodwill and certain intangibles with indefinite lives is more
than its fair value. RENJ adopted the provisions of each statement which apply
to goodwill and intangible assets acquired prior to June 30, 2001 on January 1,
2002. The adoption of SFAS No. 141 did not have a material impact on RENJ's
historical results of operations or financial position. On January 1, 2002, RENJ
discontinued amortizing goodwill into the results of operations pursuant to SFAS
No. 142. RENJ recognized $100,000 of goodwill amortization expense during the
year ended December 31, 2001. RENJ is in the process of determining further
effects of adoption of SFAS No. 142 on its Consolidated Financial Statements,
including the review of goodwill and certain intangibles for impairment. RENJ
anticipates finalizing its review of goodwill and certain intangibles during
2002. RENJ does not believe impairments of goodwill and certain intangibles, if
any, will have a material impact on RENJ's results of operations or financial
position.

     In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" (SFAS No. 143). SFAS No. 143 requires the fair value of
a liability for an asset retirement legal obligation to be recognized in the
period in which it is incurred. When the liability is initially recorded,
associated costs are capitalized by increasing the carrying amount of the
related long-lived asset. Over time, the liability is accreted to its present
value each period, and the capitalized cost is depreciated over the useful life
of the related asset. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002, with earlier application encouraged. SFAS No. 143 requires
entities to record a cumulative effect of change in accounting principle in the
income statement in the period of adoption. RENJ plans to adopt SFAS No. 143 on
January 1, 2003, and is in the process of determining the effect of adoption on
its results of operations and financial position.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS No. 144). SFAS No. 144
provides new guidance on the recognition of impairment losses on long-lived
assets to be held and used or to be disposed of and also broadens the definition
of what constitutes a discontinued operation and how the results of a
discontinued operation are to be measured and presented. SFAS No. 144 supercedes
SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" and Accounting Principles Board Opinion No.
30, "Reporting the Results of Operations -- Reporting the Effects of Disposal of
a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions," while retaining many of the requirements of these two
statements. Under SFAS No. 144, assets held for sale that are a component of an
entity will be included in discontinued operations if the operations and cash
flows will be or have been eliminated from the ongoing operations of the entity
and the entity will not have any significant continuing involvement in the
operations prospectively. SFAS No. 144 is not expected to materially change the
methods used by RENJ to measure impairment losses on long-lived assets. RENJ
adopted SFAS No. 144 on January 1, 2002.

2.   ACQUISITION BY REPG AND RESTRUCTURING

     In February 2000, REPG reached a definitive agreement to purchase the
equity in and the pre-existing affiliate debt of RENJ, REMA and other affiliates
from Sithe for an aggregate purchase price of $2.1 billion. Included within this
purchase transaction were transition power purchase agreements, including the
capacity transition contract with GPU described in Note 1(e). The transaction
was completed in May 2000. REPG accounted for the acquisition as a purchase with
assets and liabilities of RENJ reflected at their estimated fair values. The
fair value adjustments related to the acquisition which have been pushed down to
RENJ, primarily included adjustments in

                                       42
<PAGE>
property, plant and equipment, air emissions regulatory allowances, materials
and supplies inventories, environmental reserves and related deferred taxes. The
air emissions regulatory allowances of $12 million are being amortized on a
units-of-production basis as utilized. In addition, a valuation allowance for
materials and supplies inventories of $8 million was established. The excess of
the purchase price over the fair value of the net assets acquired of $2 million
was recorded as goodwill and was historically amortized over 35 years. As of
December 31, 2000, RENJ has liabilities associated with four site investigations
and environmental remediations. RENJ has recorded its estimate of these
environmental liabilities in the amount of $8.3 million as of December 31, 2001.
RENJ finalized these fair value adjustments in May 2001. There were no material
modifications to the preliminary adjustments from December 31, 2000.

     The net purchase price of RENJ was allocated as follows:

<Table>
<Caption>
                                                                    PURCHASE PRICE
                                                                      ALLOCATION
                                                                    --------------
                                                                    (IN MILLIONS)
<S>                                                                  <C>
Current assets...................................................    $         16
Property, plant and equipment....................................             318
Goodwill.........................................................               2
Other intangibles................................................              12
Other assets.....................................................               6
Current liabilities..............................................             (10)
Other liabilities................................................              (9)
                                                                     ------------
                                                                     $        335
                                                                     ============
</TABLE>

     The following table presents selected actual financial information and
unaudited pro forma information for the periods November 24, 1999 to December
31, 1999 and January 1, 2000 to May 11, 2000, as if the acquisition by REPG had
occurred on November 24, 1999 and January 1, 2000, as applicable. Pro forma
information would not be meaningful for the periods prior to November 24, 1999
since historical financial results of the business and the revenue generating
activities underlying the periods prior to November 24, 1999 are substantially
different from the wholesale generation activities that RENJ has been engaged in
after November 24, 1999.

<Table>
<Caption>
                                                                          FOR THE PERIODS FROM
                                                     --------------------------------------------------------------
                                                                              FORMER REMA
                                                     --------------------------------------------------------------
                                                          NOVEMBER 24, 1999 TO             JANUARY 1, 2000 TO
                                                           DECEMBER 31, 1999                  MAY 11, 2000
                                                     -----------------------------     ----------------------------
                                                         ACTUAL        PRO FORMA         ACTUAL         PRO FORMA
                                                     -------------     -----------     -----------     ------------
                                                                             (IN MILLIONS)
<S>                                                    <C>             <C>             <C>             <C>
Revenues...........................................    $       4.0     $       4.0     $      19.4     $      19.4
Net income.........................................            0.3             0.5             2.0             1.8
</Table>

     These unaudited pro forma results, based on assumptions deemed appropriate
by RENJ's management, have been prepared for informational purposes only and are
not necessarily indicative of the amounts that would have resulted if the
acquisition of RENJ by REPG had occurred on November 24, 1999 and January 1,
2000, as applicable. Purchase-related adjustments to the results of operations
include the effects on depreciation and amortization and income taxes.

     In July 2000, REMA acquired the equity ownership interests in RENJ as well
as other affiliates.


                                       43
<PAGE>


3.   PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consisted of the following (in thousands):

<Table>
<Caption>

                                                                                           DECEMBER 31,
                                                           ESTIMATED USEFUL    ----------------------------------
                                                             LIVES (YEARS)          2000                2001
                                                          -------------------  ---------------     --------------
<S>                                                             <C>             <C>                <C>
Electric generation facilities..........................        11 - 30         $      309,841     $      309,619
Land and land improvements..............................          --                     8,522              8,788
Assets under construction...............................          --                        31                255
                                                                               ----------------- ----------------
    Total ..............................................                               318,394            318,662
Accumulated depreciation ...............................                                (7,949)           (20,409)
                                                                               ----------------- ----------------
    Property, plant and equipment, net .................                        $      310,445     $      298,253
                                                                                ================ ================
</TABLE>

     Depreciation expense for the periods November 24, 1999 to December 31,
1999, January 1, 2000 to May 11, 2000, and May 12, 2000 to December 31, 2000 and
year ended December 31, 2001, was $559,000, $1,868,000 and $7,949,000 and
$12,460,000, respectively.

4.   NOTES PAYABLE TO AFFILIATE

     In connection with Sithe's acquisition of its generating assets from GPU,
RENJ entered into approximately $145 million of demand notes payable to Sithe
Northeast Generating Company, Inc. (an indirect wholly owned subsidiary of
Sithe) due August 20, 2001. In connection with the acquisition of RENJ in May
2000, Sithe Northeast Generating Company, Inc. sold these notes to an indirect
wholly owned subsidiary of REPG (see Note 2). The original notes were
subsequently cancelled and new notes issued (New Notes), which are due January
1, 2029.

     Prior to May 2000, the notes bore interest at a financing rate based on the
London interbank offered rate (LIBOR) plus 1.9% per annum. The New Notes accrue
interest at a fixed rate of 9.4% per annum. There are no amounts outstanding on
these notes as of December 31, 2001.

5.   COMMITMENTS AND CONTINGENCIES

     (a) Environmental -- Under the agreement to acquire RENJ's generating
assets from GPU, liabilities associated with ash disposal site closure and site
contamination at the acquired facilities in New Jersey prior to closing were
assumed. GPU retained liabilities associated with the disposal of hazardous
substances to off-site locations prior to November 24, 1999. RENJ has recorded
its estimate of these environmental liabilities in the amount of $8.7 million
and $8.3 million as of December 31, 2000 and 2001, respectively. RENJ expects
the total liability will be paid over the next five years.

     (b) Operating Leases -- RENJ leases some equipment and vehicles under
noncancelable operating leases extending through 2007. Future minimum rentals
under lease agreements are as follows (in thousands):

<Table>
<Caption>
<C>                                                             <C>
2002........................................................    $          24.9
2003........................................................               21.7
2004........................................................                7.9
2005........................................................                3.5
2006........................................................                3.5
2007 and beyond.............................................                3.5
                                                                ---------------
          Total.............................................    $          65.0
                                                                ===============
</Table>

     Rent expense incurred under operating leases aggregated approximately
$4,000, $8,000, $14,000 and $26,000 for the periods from November 24, 1999 to
December 31, 1999, January 1, 2000 to May 11, 2000, and May 12, 2000 to December
31, 2000 and year ended December 31, 2001, respectively.

     (c) Other -- RENJ is party to various legal proceedings that arise from
time to time in the ordinary course of business. While RENJ cannot predict the
outcome of these proceedings, RENJ does not expect these matters to have a
material adverse effect on RENJ's financial position, results of operations or
cash flows.

                                       44
<PAGE>
6.   EMPLOYEE BENEFIT PLANS AND OTHER EMPLOYEE MATTERS

     (a) Pension -- In connection with REPG's acquisition of REMA, RENJ's
non-union employees participated in Reliant Energy's noncontributory cash
balance pension plan. Effective March 1, 2001, RENJ no longer accrued benefits
under a noncontributory pension plan for its non-union employees. Effective
March 1, 2001, each non-union participant's pension account balance became fully
vested. Under the cash balance formula, each participant has an account, for
recordkeeping purposes only, to which credits are allocated annually based on a
percentage of the participant's pay. Reliant Energy's funding policy is to
review amounts annually in accordance with applicable regulations in order to
achieve adequate funding of projected benefit obligations. The assets of Reliant
Energy's pension plan consist principally of common stocks and high-quality,
interest-bearing obligations.

     Substantially all of RENJ's union employees participate in REMA's
noncontributory pension plan (the Union Plan). The Union Plan provides
retirement benefits based on years of service and compensation. The funding
policy of REMA is to contribute amounts annually in accordance with applicable
regulations in order to achieve adequate funding of projected benefit
obligations. All pension liabilities associated with RENJ's union employees'
service periods prior to November 24, 1999 were retained by GPU pursuant to the
purchase agreement between Sithe and GPU.

     RENJ's pension costs related to its non-union and union employees has been
determined based on the employees of RENJ and their respective compensation
level. RENJ's pension expense for the periods November 24, 1999 to December 31,
1999, January 1, 2000 to May 11, 2000, and May 12, 2000 to December 31, 2000 and
year ended December 31, 2001, was $16,000, $65,000, $131,000 and $172,000,
respectively.

     (b) Savings Plan -- Effective November 24, 1999 through May 11, 2000, RENJ
participated in Sithe's savings plan, which covered substantially all of RENJ's
employees. Effective May 12, 2000, RENJ began to participate in a separate REMA
savings plan, which covered substantially all of RENJ's employees with terms
somewhat similar to Sithe's savings plan. These Savings Plans are collectively
referred to as the "Savings Plans." The Savings Plans limit non-union employees
to 16% pre-tax until January 1, 2001 when after-tax contributions become
available. The Savings Plans limit union employees' pre-tax contribution to 22%
and after-tax contributions to 10%. These contributions were based on covered
compensation, not to exceed the annual contribution limits of the Internal
Revenue Code of 1986, as amended (Code). Prior to March 1, 2001, RENJ matched up
to 100% of the first 3% of each non-union employee's contributions (based on the
employee's service). Effective March 1, 2001, Reliant Energy amended RENJ's
non-union employee savings plan to generally provide for (a) employer matching
contributions equal to 100% of the first 6% of each employee's contributions to
the plan, (b) a 2% employer contribution on a payroll basis for 2002, limited to
the first $85,000 of compensation, and (c) discretionary employer contributions
up to 3% at the end of the plan year based on each employee's eligible
compensation. Effective March 1, 2001, all prior and future employer
contributions on behalf of such employees are fully vested. RENJ matches between
55% and 65% (based upon the terms of the applicable collective bargaining
agreement) of the first 4% of each union employee's pre-tax and/or after-tax
contributions (up to the annual Code contribution limits) to the Savings Plans.
Union employees are fully vested in their employer matching contributions.
Savings plan benefit expense for RENJ employees for the periods November 24,
1999 to December 31, 1999, January 1, 2000 to May 11, 2000, and May 12, 2000 to
December 31, 2000 and year ended December 31, 2001 was approximately $12,000,
$39,000, $61,000 and $240,000, respectively.

     (c) Postretirement Benefits -- RENJ provides some postretirement benefits
through Reliant Energy and REMA plans (primarily medical care and life insurance
benefits) for its retired employees, substantially all of whom may become
eligible for these benefits when they retire. All retiree medical obligations
for RENJ employees eligible for retirement prior to November 24, 1999 were
retained by GPU pursuant to the purchase agreement between Sithe and GPU. RENJ's
postretirement benefits are funded on a pay-as-you-go basis. Postretirement
benefit expense for the period May 12, 2000 to December 31, 2000 and year ended
December 31, 2001 related to RENJ's employees was $58,000 and $102,000,
respectively.

     (d) Other Employee Matters -- As of December 31, 2001, approximately 78% of
RENJ's employees are the subject of a collective bargaining arrangement. Of
these employees, none are subject to arrangements that expire prior to December
31, 2002.

                                       45
<PAGE>
7.   INCOME TAXES

     RENJ's current and deferred components of income tax expense were as
follows:

<Table>
<Caption>
                                                               PERIOD FROM
                                                             MAY 12, 2000 TO       YEAR ENDED
                                                            DECEMBER 31, 2000   DECEMBER 31, 2001
                                                            -----------------   -----------------
                                                                        (IN MILLIONS)
<S>                                                           <C>                 <C>
Current
  Federal.................................................    $          9.2      $         (3.3)
  State...................................................               2.6                (0.3)
                                                              --------------      --------------
      Total current.......................................              11.8                (3.6)
                                                              --------------      --------------

Deferred
  Federal.................................................               2.7                 6.0
  State...................................................               0.8                 1.5
                                                              --------------      --------------
      Total deferred......................................               3.5                 7.5
                                                              --------------      --------------
Income tax expense........................................    $         15.3      $          3.9
                                                              ==============      ==============
</TABLE>

     A reconciliation of the federal statutory income tax rate to the effective
income tax rate is as follows:

<Table>
<Caption>
                                                                   PERIOD FROM
                                                                 MAY 12, 2000 TO      YEAR ENDED
                                                                DECEMBER 31, 2000  DECEMBER 31, 2001
                                                                -----------------  -----------------
                                                                            (IN MILLIONS)
<S>                                                               <C>                <C>
Income before income taxes....................................    $         37.5     $          8.9
Federal statutory rate........................................              35.0%              35.0%
                                                                  --------------     --------------
Income tax expense at statutory rate..........................              13.1                3.1
                                                                  --------------     --------------
Net addition in taxes resulting from:
  State income taxes, net of federal income tax benefit.......               2.2                0.8
                                                                  --------------     --------------
Income tax expense............................................    $         15.3     $          3.9
                                                                  ==============     ==============
Effective rate................................................              40.8%              43.9%
</Table>

     Following were RENJ's tax effects of temporary differences between the
carrying amounts of assets and liabilities in the financial statements and their
respective tax bases:

<Table>
<Caption>
                                                                            DECEMBER 31,
                                                                  ---------------------------------
                                                                       2000               2001
                                                                  --------------     --------------
                                                                            (IN MILLIONS)
<S>                                                              <C>                 <C>
Deferred tax assets:
  Current:
    Credit provisions.........................................    $           --     $          0.5
                                                                  --------------     --------------
      Total current deferred tax assets.......................                --                0.5
                                                                  --------------     --------------
  Noncurrent:
    Environmental reserves....................................               3.8                3.8
    Other.....................................................               1.2                1.2
                                                                  --------------     --------------
      Total noncurrent deferred tax assets....................               5.0                5.0
                                                                  --------------     --------------
      Total deferred tax assets...............................               5.0                5.5
                                                                  --------------     --------------
Deferred tax liabilities:
  Noncurrent:
    Depreciation..............................................               2.3               10.0
                                                                  --------------     --------------
      Total deferred tax liabilities..........................               2.3               10.0
                                                                  --------------     --------------
      Accumulated deferred income tax asset (liability), net..    $          2.7     $         (4.5)
                                                                  ==============     ==============
</TABLE>


                                       46
<PAGE>
8.   RELATED PARTY TRANSACTIONS

     (a) Procurement and Marketing Agreement -- RENJ is a partner to a
procurement and marketing agreement with Reliant Energy Services under which
Reliant Energy Services is entitled to procurement and power marketing fees.
Under the agreement, Reliant Energy Services:

     o    procures fuel oil and emissions allowances on RENJ's behalf at a pass
          through price;

     o    procures gas on RENJ's behalf at a pass through price or for an index
          price plus costs of delivery, depending on when and how the gas is
          procured; and


     o    markets power and surplus gas, fuel oil and emissions allowances on
          RENJ's behalf.

     Reliant Energy Services began charging for these services in 2001. The
amount charged to RENJ for these services was $144,000 for the year ended
December 31, 2001.

     From November 24, 1999 through May 11, 2000, RENJ sold most of the electric
power generated by its facilities to the Sithe Affiliate. REMA also purchased
fuel for its generation plants from the Sithe Affiliate.

     (b) Support Services Agreement -- RENJ is a party to a support services
agreement with REPG under which REPG will, on an as-requested basis and at cost,
provide or procure from third parties services in support of RENJ's business in
areas such as human resources, accounting, finance, treasury, tax, office
administration, information technology, engineering, construction management,
environmental, legal and safety. REPG has agreed to provide these services only
to the extent it or its affiliates provide these services for its or its
subsidiaries' generating assets. Amounts charged and allocated to RENJ for these
services for year ended December 31, 2001 was $9.9 million. No such amounts were
charged and allocated to RENJ for the period from May 12, 2000 to December 31,
2000.

     Such cost and fees charged under the support services agreement and
procurement and marketing agreement (see Note 8(a)) are subordinated to certain
expenses pursuant to the sale-leaseback financing documents (see Note 9).

9.   LEASE FINANCING

     In August 2000, REMA sold interests in three of its generating plants
acquired in November 1999 and leased them back from owner lessors. The equity
interests in RENJ are pledged as collateral for REMA's lease obligation. In
addition, RENJ guarantees the lease obligations.

     The following table sets forth REMA's obligation under these long-term
operating leases (in millions):

<Table>
<Caption>
<C>                                                            <C>
2002........................................................   $          136
2003........................................................               77
2004........................................................               84
2005........................................................               75
2006........................................................               64
2007 and beyond.............................................            1,124
                                                               --------------
                                                               $        1,560
                                                              ===============
</TABLE>


                                      * * *





                                       47





<PAGE>
                        INDEPENDENT AUDITORS' REPORT

Reliant Energy New Jersey Holdings, LLC

     We have audited the accompanying consolidated balance sheet of Reliant
Energy New Jersey Holdings, LLC (formerly Sithe New Jersey Holdings, LLC) and
its subsidiaries (RENJ) as of December 31, 2000 and 2001, and the related
statements of consolidated income, member's equity and cash flows for the
periods from November 24, 1999 to December 31, 1999, January 1, 2000 to May 11,
2000, and May 12, 2000 to December 31, 2000 and the year ended December 31,
2001. These financial statements are the responsibility of RENJ's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of RENJ at December
31, 2000 and 2001, and the consolidated results of their operations and their
consolidated cash flows for the periods from November 24, 1999 to December 31,
1999, January 1, 2000 to May 11, 2000, and May 12, 2000 to December 31, 2000 and
the year ended December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Houston, Texas
March 28, 2002





                                       48

<PAGE>
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

    None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS.

     The information called for by Item 10 is omitted pursuant to Instruction
I(2)(a) to Form 10-K (Omission of Information by Certain Wholly Owned
Subsidiaries).

ITEM 11.  EXECUTIVE COMPENSATION.

     The information called for by Item 11 is omitted pursuant to Instruction
I(2)(a) to Form 10-K (Omission of Information by Certain Wholly Owned
Subsidiaries).

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information called for by Item 12 is omitted pursuant to Instruction
I(2)(a) to Form 10-K (Omission of Information by Certain Wholly Owned
Subsidiaries).

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information called for by Item 13 is omitted pursuant to Instruction
I(2)(a) to Form 10-K (Omission of Information by Certain Wholly Owned
Subsidiaries).









                                       49

<PAGE>
                                     PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

         (a)(1) Financial Statements.
<Table>
<Caption>
<S>                                                                                                     <C>
         Reliant Energy Mid-Atlantic Power Holding, LLC:
         -----------------------------------------------
         Statements of Combined and Consolidated Operations for Periods
           from November 24, 1999 to December 31, 2000, January 1, 2000
           to May 11, 2000 and May 12, 2000 to December 31, 2000 and
           the Year Ended December 31, 2001..............................................................14
         Consolidated Balance Sheets as of December 31, 2000 and 2001....................................15
         Statements of Combined and Consolidated Cash Flows for Periods
           from November 24, 1999 to December 31, 2000, January 1, 2000
           to May 11, 2000 and May 12, 2000 to December 31, 2000 and
           the Year Ended December 31, 2001..............................................................16
         Statements of Combined and Consolidated Member's and Shareholders' Equity for Periods from
           November 24, 1999 to December 31, 2000, January 1, 2000 to May 11, 2000 and May 12, 2000 to
           December 31, 2000 and the Year Ended December 31, 2001........................................17
         Notes to Combined and Consolidated Financial Statements.........................................18
         Independent Auditors' Report....................................................................35

         Reliant Energy New Jersey Holdings, LLC:
         ---------------------------------------
         Statements of Consolidated Income for Periods from November 24,
           1999 to December 31, 2000, January 1, 2000 to May 11, 2000 and
           May 12, 2000 to December 31, 2000 and the Year Ended
           December 31, 2001.............................................................................36
         Consolidated Balance Sheets as of December 31, 2000 and 2001....................................37
         Statements of Consolidated Cash Flows for Periods from November
           24, 1999 to December 31, 2000, January 1, 2000 to May 11, 2000
           and May 12, 2000 to December 31, 2000 and the Year Ended
           December 31, 2001.............................................................................38
         Statements of Consolidated Member's Equity for Periods from November 24, 1999 to December 31,
           2000, January 1, 2000 to May 11, 2000 and May 12, 2000 to December 31, 2000 and the Year
           Ended December 31, 2001.......................................................................39
         Notes to Consolidated Financial Statements......................................................40
         Independent Auditors' Report....................................................................48
         </Table>

     The following schedules are omitted because of the absence of the
     conditions under which they are required or because the required
     information is included in the financial statements:

     I, III, IV and V.

     (a)(3) Exhibits

     See Index of Exhibits (page 52), which index also include the management
     contracts or compensatory plans or arrangements required to be filed as
     exhibits to this Form 10-K by Item 601(b)(10)(iii) of Regulation S-K.

     (b) Reports on Form 8-K.

     On February 5, 2002, we filed a Current Report on Form 8-K dated February
     5, 2002 regarding a restatement of 2001 results.

     On March 15, 2002, we filed a Current Report on Form 8-K dated March 15,
     2002 regarding the effects of our restatement.




                                       50
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, the State of Texas, on the 15th day of April, 2002.

                                RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC
                                             (Registrant)


                                By: /s/ Curtis A. Morgan
                                   --------------------------------------------
                                      Curtis A. Morgan
                                      President

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on April 15, 2002.



                 SIGNATURE                                TITLE




            /s/ Curtis A. Morgan                  President and Manager
---------------------------------------------     (Principal Executive Officer,
             (Curtis A. Morgan)                   Principal Financial Officer
                                                  and Principal Accounting
                                                  Officer)

            /s/ Joe Bob Perkins                    Manager
---------------------------------------------
              (Joe Bob Perkins)

<PAGE>
                 RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC

                   EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K
                     FOR FISCAL YEAR ENDED DECEMBER 31, 2001

                                INDEX OF EXHIBITS

         Exhibits not incorporated by reference to a prior filing are designated
by a cross (+); all exhibits not so designated are incorporated herein by
reference to a prior filing as indicated.

<Table>
<Caption>
                                                                                        SEC FILE OR
EXHIBIT                                                   REPORT OR REGISTRATION       REGISTRATION     EXHIBIT
 NUMBER                 DOCUMENT DESCRIPTION                     STATEMENT                NUMBER       REFERENCE
---------- --------------------------------------------- ----------------------------- -------------  -----------
<S>        <C>                                            <C>                            <C>              <C>
3.1        -  Certificate of Formation of Reliant         REMA Registration              333-51464        3.1
              Energy Mid-Atlantic Power Holdings, LLC     Statement on Form S-4

3.2        -  Limited Liability Company Agreement         REMA Registration              333-51464        3.2
              of Reliant Energy Mid-Atlantic Power        Statement on Form S-4
              Holdings, LLC as of August 1, 2000

3.3        -  Certificate of Formation of Reliant         REMA Registration              333-51464        3.3
              Energy Maryland Holdings, LLC               Statement on Form S-4

3.4        -  Limited Liability Company Agreement         REMA Registration              333-51464        3.4
              of Reliant Energy Maryland Holdings, LLC    Statement on Form S-4
              as of August 22, 2000

3.5        -  Articles of Incorporation of Reliant        REMA Registration              333-51464        3.5
              Energy Northeast Management Company         Statement on Form S-4

3.6        -  Bylaws of Reliant Energy Northeast          REMA Registration              333-51464        3.6
              Management Company as of October 1, 1999    Statement on Form S-4

3.7        -  Articles of Incorporation of Reliant        REMA Registration              333-51464        3.7
              Energy Mid-Atlantic Power Services, Inc.    Statement on Form S-4

3.8        -  Bylaws of Reliant Energy                    REMA Registration              333-51464        3.8
              Mid-Atlantic Power Services, Inc.           Statement on Form S-4

3.9        -  Certificate of Formation of Reliant         REMA Registration              333-51464        3.9
              Energy New Jersey Holdings, LLC             Statement on Form S-4

3.10       -  Limited Liability Company Agreement         REMA Registration              333-51464        3.10
              of Reliant Energy New Jersey Holdings, LLC  Statement on Form S-4
              as of August 22, 2000

4.1        -  Form of 8.554% Series A Exchange            REMA Registration              333-51464        4.1
              Pass Through Certificate                    Statement on Form S-4

4.2        -  Form of 9.237% Series B Exchange            REMA Registration              333-51464        4.2
              Pass Through Certificate                    Statement on Form S-4

4.3        -  Form of 9.681% Series C Exchange            REMA Registration              333-51464        4.3
              Pass Through Certificate                    Statement on Form S-4

4.4a       -  Series A Pass Through Trust                 REMA Registration              333-51464        4.4a
              Agreement dated as of August 24, 2000       Statement on Form S-4
              between Reliant Energy Mid-Atlantic Power
              Holding, LLC and Bankers Trust Company,
              made with respect to the formation of the
              Series A Pass Through Trust and the
              issuance of Series A Pass Through
              Certificates
</TABLE>



                                       52
<PAGE>
<TABLE>
<CAPTION>
                                                                                        SEC FILE OR
EXHIBIT                                                   REPORT OR REGISTRATION       REGISTRATION     EXHIBIT
 NUMBER                 DOCUMENT DESCRIPTION                     STATEMENT                NUMBER       REFERENCE
---------- --------------------------------------------- ----------------------------- -------------  -----------
<S>        <C>                                            <C>                            <C>              <C>
4.4b       -  Schedule identifying substantially          REMA Registration              333-51464        4.4b
              identical agreements to Pass Through Trust  Statement on Form S-4
              Agreement constituting Exhibit 4.4a hereto

4.5a       -  Participation Agreement dated as of         REMA Registration              333-51464        4.5a
              August 24, 2000 among Conemaugh Lessor      Statement on Form S-4
              Genco LLC, as Owner Lessor, Reliant Energy
              Mid-Atlantic Power Holding, LLC, as
              Facility Lessee, Wilmington Trust Company,
              as Lessor Manager, PSEGR Conemaugh
              Generation, LLC, as Owner Participant,
              Bankers Trust Company, as Lease Indenture
              Trustee, and Bankers Trust Company, as
              Pass Through Trustee

4.5b       -  Schedule identifying substantially          REMA Registration              333-51464        4.5b
              identical agreements to Participation       Statement on Form S-4
              Agreement constituting Exhibits 4.5a hereto

4.6a       -  Facility Lease Agreement dated as of        REMA Registration              333-51464        4.6a
              August 24, 2000 between Conemaugh Lessor    Statement on Form S-4
              Genco LLC and Reliant Energy Mid-Atlantic
              Power Holding, LLC

4.6b       -  Schedule identifying substantially          REMA Registration              333-51464        4.6b
              identical agreements to Facility Lease      Statement on Form S-4
              Agreement constituting Exhibit 4.6a hereto

4.7a       -  Pledge and Security Agreement dated         REMA Registration              333-51464        4.7a
              as of August 24, 2000 from Reliant Energy   Statement on Form S-4
              Mid-Atlantic Power Holdings, LLC, Reliant
              Energy Northeast Management Company,
              Reliant Energy Maryland Holdings, LLC,
              Reliant Energy New Jersey Holdings, LLC
              and Reliant Energy Mid-Atlantic Power
              Services, Inc., as pledgors, to Conemaugh
              Lessor Genco LLC, assigned from Conemaugh
              Lessor Genco LLC to Bankers Trust Company

4.7b       -  Schedule identifying substantially          REMA Registration              333-51464        4.7b
              identical agreements to Pledge and          Statement on Form S-4
              Security Agreement constituting Exhibit
              4.7a hereto

4.8a       -  Lease Indenture of Trust, Mortgage          REMA Registration              333-51464        4.8a
              and Security Agreement dated as of August   Statement on Form S-4
              24, 2000 between Conemaugh Lessor Genco
              LLC and Bankers Trust Company

4.8b       -  Schedule identifying substantially          REMA Registration              333-51464        4.8b
              identical agreements to Lease Indenture of  Statement on Form S-4
              Trust constituting Exhibit 4.8a hereto

4.9        -  Exchange and Registration Rights            REMA Registration              333-51464        4.9
              Agreement dated as of August 24, 2000       Statement on Form S-4
              among Reliant Energy Mid-Atlantic Power
              Holdings, LLC, Reliant Energy Maryland
              Holdings, LLC, Reliant Energy New Jersey
              Holdings, LLC, Reliant Energy Northeast
              Management Company, Reliant Energy
              Mid-Atlantic Power Services, Inc. and
              Chase Securities Inc.
</Table>




                                       53
<PAGE>


<Table>
<Caption>
                                                                                        SEC FILE OR
EXHIBIT                                                    REPORT OR REGISTRATION      REGISTRATION     EXHIBIT
 NUMBER                 DOCUMENT DESCRIPTION                       STATEMENT              NUMBER       REFERENCE
--------   ---------------------------------------------  -------------------------    ------------   -----------
<S>        <C>                                            <C>                            <C>              <C>
10.1       -  Purchase Agreement between REPG,            REMA Registration              333-51464        10.1
              Reliant Energy, Inc., Sithe Energies, Inc.  Statement on Form S-4
              and Sithe Northeast Generating Company,
              Inc. dated as of February 19, 2000

10.2a      -  Keystone Generating Station Operating       REMA Registration              333-51464       10.2a
              Agreement dated as of December 1, 1965,     Statement on Form S-4
              amended as of May 8, 1973, February 27,
              1978, December 1, 1978, June 30, 1983,
              March 25, 1998 and April 3, 1998

10.2b      -  Conemaugh Generating Station                REMA Registration              333-51464       10.2b
              Operating Agreement dated as of December    Statement on Form S-4
              1, 1967, amended as of June 4, 1969, May
              8, 1973, February 27, 1978, December 1,
              1978, June 30, 1983, March 25, 1998, April
              3, 1998 and November 24, 1999

10.3a      -  Keystone Generating Station                 REMA Registration              333-51464       10.3a
              Memorandum of Owners' Agreement dated as    Statement on Form S-4
              of December 7, 1964

10.3b      -  Conemaugh Generating Station                REMA Registration              333-51464       10.3b
              Memorandum of Owners' Agreement dated as    Statement on Form S-4
              of August, 1966

10.3c      -  Assignment and Reassignment of              REMA Registration              333-51464       10.3c
              Owners' Agreements dated as of August 24,   Statement on Form S-4
              2000 between Reliant Energy Mid-Atlantic
              Power Holdings, LLC, as assignor, and
              Conemaugh Lessor Genco, LLC, as assignee

10.4a      -  Amended and Restated Interconnection        REMA Registration              333-51464       10.4a
              Agreement between Sithe Pennsylvania        Statement on Form S-4
              Holdings LLC, Sithe Maryland Holdings LLC
              and Pennsylvania Electric Company dated as
              of November 24, 1999

10.4b      -  Interconnection Agreement by and            REMA Registration              333-51464       10.4b
              among The Conemaugh Station Owners and The  Statement on Form S-4
              Conemaugh Switching Station Owners dated
              November 19, 1999 for the Conemaugh
              Generating Station

10.4c      -  Schedule identifying substantially          REMA Registration              333-51464       10.4c
              identical agreements to Interconnection     Statement on Form S-4
              Agreement constituting Exhibit 10.4b hereto

10.5a      -  Amended and Restated Transition             REMA Registration              333-51464       10.5a
              Power Purchase Agreement by and between     Statement on Form S-4
              Sithe Energies, Inc., Sithe Pennsylvania
              Holdings LLC, Sithe Power Marketing, L.P.
              and Metropolitan Edison Company dated as
              of November 24, 1999

10.5b      -  Schedule identifying substantially          REMA Registration              333-51464       10.5b
              identical agreements to Transition Power    Statement on Form S-4
              Purchase Agreement constituting Exhibit
              10.5a hereto

10.6       -  Support Services Agreement dated as         REMA Registration              333-51464        10.6
              of August 24, 2000 among Reliant Energy     Statement on Form S-4
              Power Generation, Inc., Reliant Energy
              Mid-Atlantic Power Holdings, LLC, Reliant
              Energy Northeast Management Company,
              Reliant Energy Maryland Holdings, LLC,
              Reliant Energy New Jersey Holdings, LLC
              and Reliant Energy Mid-Atlantic Power
              Services, Inc.
</TABLE>




                                       54
<PAGE>
<Table>
<Caption>
                                                                                        SEC FILE OR
EXHIBIT                                                    REPORT OR REGISTRATION      REGISTRATION     EXHIBIT
 NUMBER                 DOCUMENT DESCRIPTION                       STATEMENT              NUMBER       REFERENCE
--------   ---------------------------------------------  -------------------------    ------------   -----------
<S>        <C>                                            <C>                            <C>              <C>
10.7       -  Procurement and Marketing Agreement         REMA Registration              333-51464        10.7
              dated as of August 24, 2000 among Reliant   Statement on Form S-4
              Energy Services, Inc., Reliant Energy
              Mid-Atlantic Power Holdings, LLC, Reliant
              Energy Maryland Holdings, LLC and Reliant
              Energy New Jersey Holdings, LLC

10.8       -  Amended and Restated Promissory Note        REMA Registration              333-51464        10.8
              by Reliant Energy Mid-Atlantic Power        Statement on Form S-4
              Holdings, LLC to Reliant Energy Northeast
              Holdings, Inc. in the original principal
              amount of $961,550,000

10.9       -  Revolving Promissory Note dated as          REMA Registration              333-51464        10.9
              of May 12, 2000 by Reliant Energy           Statement on Form S-4
              Mid-Atlantic Power Holdings, LLC to
              Reliant Energy Northeast Holdings, Inc. in
              the original principal amount of
              $30,000,000

10.10      -  Revolving Promissory Note dated as          REMA Registration              333-51464       10.10
              of May 12, 2000 by Reliant Energy           Statement on Form S-4
              Northeast Holdings, Inc. to Reliant Energy
              Power Generation, Inc. in the original
              principal amount of $30,000,000

10.11      -  Funding Agreement dated as of August        REMA Registration              333-51464       10.11
              24, 2000 between Reliant Energy Resources   Statement on Form S-4
              Corp. and Reliant Energy Northeast
              Holdings, Inc.

10.12      -  Subordinated Working Capital                REMA Registration              333-51464       10.12
              Facility and Revolving Promissory Note      Statement on Form S-4
              dated as of August 24, 2000 by Reliant
              Energy Mid-Atlantic Power Holdings, LLC to
              Reliant Energy Northeast Holdings, Inc. in
              the original principal amount of
              $120,000,000

10.13      -  Intercreditor Agreement dated as of         REMA Registration              333-51464       10.13
              August 24, 2000 among Conemaugh Lessor      Statement on Form S-4
              Genco, LLC, Keystone Lessor Genco, LLC and
              Shawville Lessor Genco, LLC

10.14a     -  Letter of Credit and Reimbursement          REMA Registration              333-51464       10.14a
              Agreement (Conemaugh) dated as of August    Statement on Form S-4
              24, 2000 among Reliant Energy Mid-Atlantic
              Power Holdings, LLC, as borrower,
              Bayerische Hypo-Und Vereinsbank Ag New
              York Branch, as letter of credit issuer,
              Banks named therein, as banks, and
              Bayerische Hypo-Und Vereinsbank Ag New
              York Branch, as agent

10.14b     -  Schedule identifying substantially          REMA Registration              333-51464       10.14b
              identical agreements to Letter of Credit    Statement on Form S-4
              and Reimbursement Agreement constituting
              Exhibit 10.14a hereto

10.15a     -  Conemaugh Facility Subsidiary               REMA Registration              333-51464       10.15a
              Guaranty (LOC Reimbursement Agreement)      Statement on Form S-4
              dated as of August 24, 2000 by Reliant
              Energy Northeast Management Company,
              Reliant Energy Maryland Holdings, LLC,
              Reliant Energy New Jersey Holdings, LLC
              and Reliant Energy Mid-Atlantic Power
              Holdings, LLC and Reliant Energy
              Mid-Atlantic Power Services, Inc.

10.15b     -  Schedule identifying substantially          REMA Registration              333-51464       10.15b
              identical agreements to Subsidiary          Statement on Form S-4
              Guaranty constituting Exhibit 10.15a hereto

10.16a     -  Tax Indemnity Agreement dated as of         REMA Registration              333-51464       10.16a
              August 24, 2000 between Reliant Energy      Statement on Form S-4
              Mid-Atlantic Power Holdings, LLC and PSEG
              Conemaugh Generation, LLC
</TABLE>




                                       55
<PAGE>
<Table>
<Caption>
                                                                                        SEC FILE OR
  EXHIBIT                                                   REPORT OR REGISTRATION      REGISTRATION     EXHIBIT
  NUMBER                 DOCUMENT DESCRIPTION                       STATEMENT              NUMBER       REFERENCE
 --------   ---------------------------------------------  -------------------------    ------------   -----------
 <S>        <C>                                            <C>                            <C>              <C>
 10.16b     -  Schedule identifying substantially          REMA Registration              333-51464       10.16b
               identical agreements to Tax Indemnity       Statement on Form S-4
               Agreement constituting Exhibit 10.16a
               hereto

 10.17a     -  Owner Participant Guarantee dated as        REMA Registration              333-51464       10.17a
               of August 24, 2000 by PSEG Resources Inc.   Statement on Form S-4
               (Conemaugh Facility)

 10.17b     -  Schedule identifying substantially          REMA Registration              333-51464       10.17b
               identical agreements to Owner Participant   Statement on Form S-4
               Guarantee constituting Exhibit 10.17a
               hereto

 21.1       -  Schedule of Subsidiaries                    REMA Registration              333-51464        21.1
                                                           Statement on Form S-4

+99.1       -  Description of Reliant Resources Risk
               Management Structure from Reliant
               Resources Annual Report on Form 10-K
</Table>




                                       56