==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 31, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to

Registrant, State or other Jurisdiction
Commission of Incorporation or Organization, I.R.S. Employer
File Number Address and Telephone Number Identification No.
============= ===================================== ==================
333-09033 SIUK plc None
(Registered in England & Wales)
Avonbank
Feeder Road
Bristol
BS2 0TB, UK
(01144) 117 9332000

==============================================================================

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 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 )

Aggregate market value of voting stock held by non-affiliates: $0

DOCUMENTS INCORPORATED BY REFERENCE: NONE

A description of the registrant's common stock follows:

Description of Shares Outstanding
Registrant Common Stock at May 31, 2002
- ---------- -------------- ----------------
SIUK plc Par Value(pound)1 Per Share 902,128,735

Table of Contents
PART I PAGE

Item 1 Business

General.............................................................................................. I-1
Overview of the Electric Utility Industry in England and Wales....................................... I-1
WPD South West's Distribution Business............................................................... I-2
Ancillary Business Activities........................................................................ I-5
Regulatory Environment............................................................................... I-6
Employees............................................................................................ I-8
Item 2 Properties.............................................................................................. I-9
Item 3 Legal Proceedings....................................................................................... I-9
Item 4 Submission of Matters to a Vote of Security Holders..................................................... I-9

PART II

Item 5 Market for Registrant's Common Equity................................................................... II-1
Item 6 Selected Financial Data................................................................................. II-1
Item 7 Management's Discussion and Analysis of Results of Operations and Financial Condition................... II-2
Item 7A Quantitative and Qualitative Disclosures about Market Risk.............................................. II-10
Item 8 Financial Statements and Supplementary Data............................................................. II-14
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................... II-34

PART III

Item 10 Directors and Executive Officers of the Registrant...................................................... III-1
Item 11 Executive Compensation.................................................................................. III-2
Item 12 Security Ownership of Certain Beneficial Owners and Management.......................................... III-2
Item 13 Certain Relationships and Related Transactions.......................................................... III-3

PART IV

Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K........................................ IV-1

SELECTED DEFINITIONS

When used in this report, the following terms will have the meanings indicated.

"Calendar Year" means a year ended December 31.

"Company" means SIUK plc.

"Distribution Price Control Formula" ("DPCF") is determined by the
distribution license. It means a formula of P+RPI-Xd where P reflects
the previous maximum average price per unit of electricity
distributed, RPI reflects the percentage change in the Retail Price
Index between the previous year and the current year and the Xd
factor is established by the Regulator following review.

"DNO" means Distribution Network Operator, owner and operator of a
licensed electricity distribution business.

"Electricity Act" means the Electricity Act 1989.

"EMFs" means electromagnetic fields.

"End Users" means consumers of electricity connected to a distribution
network.

"Enron" means Enron Corporation and its affiliates.

"Fiscal Year" means a year ended March 31.

"Holdings" means WPD Holdings Limited, the direct parent company of the
Company.

"Holdings UK" means WPD Holdings UK, an unlimited liability company and
the direct parent company of Holdings.

"Hyder" means Hyder Limited (formerly Hyder plc).

"Mirant" means Mirant Corporation.

"NETA" means New Electricity Trading Arrangements being the wholesale
electricity market, previously the "Pool".

"NGC" means the National Grid Company which owns and operates the high
voltage transmission system in England and Wales. This network
connects the power stations to regional and local distribution
systems.

"OCI" means other comprehensive income.

"OFGEM" means Gas and Electricity Markets Authority, the body appointed
by the Government of the UK to regulate the gas and electricity
industry in Great Britain.

"PPL" means PPL Corporation, a public stock corporation, and ultimate
parent of PPLG and the registered utility Pennsylvania Power and
Light.

"PPLG" means PPLG UK, a direct shareholder in WPDH and an indirect
wholly owned subsidiary of PPL Corporation.

"Price Cap" means a maximum price per unit of electricity supplied for
various tariffs as established by the Regulator.

"Regulator" means The Director General of Gas and Electricity Supply in
Great Britain, and head of "OFGEM".

"SEC" means the Securities and Exchange Commission.

"SFAS" means US Statement of Financial Accounting Standard.

"UK" means the United Kingdom.

"UK GAAP" means accounting principles generally accepted in the UK.

"US" means the United States of America.

"US GAAP" means accounting principles generally accepted in the US.

"WPDH" means Western Power Distribution Holdings Limited, the direct
parent company of Holdings UK.

"WPD South Wales" means Western Power Distribution (South Wales) plc, a
sister company of SIUK plc.

"WPD South West" means Western Power Distribution (South West) plc, a
subsidiary of the Company.

iii

PART I

Item 1. BUSINESS

Solely for the convenience of the reader, certain pounds sterling amounts
have been translated into US dollars at the Noon Buying Rate on March 31, 2002
of $1.4250 = (pound)1.00; see Note 1 in the "Notes to the Consolidated Financial
Statements". You should not construe these translations as representations that
the pound sterling amounts actually represent such dollar amounts or could be
converted into US dollars at the rates indicated or at any other rates.

General

SIUK plc was incorporated as a public limited company under the laws of
England and Wales in June 1995 as a vehicle for the acquisition of WPD South
West, which at the time was one of the 12 regional electricity companies in
England and Wales licensed to distribute, supply and, to a limited extent,
generate electricity. In September 1995, the Company gained effective control of
WPD South West. The Company's main investment and only significant asset is the
entire share capital of WPD South West, which is headquartered in Bristol,
England.

The Company is a wholly owned subsidiary of Holdings, which in turn has
been wholly owned by Holdings UK since June 1998. From September 1995 to July
1996, Holdings was an indirect wholly owned subsidiary of Mirant, then a wholly
owned subsidiary of Southern Company. In July 1996, Mirant sold a 25% economic
interest in Holdings to a subsidiary of PPL. In June 1998, Mirant sold an
additional 26% economic interest in Holdings to PPL, and on the same day both
parties agreed to exchange their interests in Holdings for interests in Holdings
UK which carried the same rights. Mirant retained management control. In
December 2000, in connection with the acquisition of Hyder, Mirant and PPL
modified their ownership of the voting rights in Holdings UK to 50% each so that
both parties now share equally operational and management control. Mirant's and
PPL's economic interest in the Holdings UK group remained unchanged at 49% and
51%, respectively. Holdings UK was the ultimate UK holding company until
September 2001, at which time the two owners agreed on a group reconstruction
whereby WPDH became the ultimate UK holding company. The rights of the two
owners remained unchanged.

WPD South West distributes electricity to approximately 1.4 million end
users over a 5,560 square mile service area in South West England. The service
area extends from Bristol and Bath in the north east, along the peninsula to
Land's End some 188 miles to the south west, and includes the Isles of Scilly,
and has a resident population of approximately 3.1 million. South West England
has benefited from economic growth (as measured by Gross Domestic Product) which
on average has exceeded the UK rate during the 1990's and over the longer term.
The area has also benefited from an average unemployment rate during calendar
year 2001 of approximately 2.1% which was below the UK average of 3.2% according
to a 2002 study by Cambridge Econometrics. The area is largely rural but
includes the cities and towns of Bath, Bristol, Exeter, Plymouth, Taunton,
Torquay and Weston-Super-Mare as well as many other coastal resorts. Business
activity is generally concentrated in the population centers around Bristol,
Bath and Plymouth. The Bristol and Bath area is served by the M4 and M5
motorways, a rail network including a link between Bristol and London, and a
commercial port at Avonmouth.

In October 2000, WPD Limited, a company owned jointly by Mirant and PPL,
acquired Hyder. Hyder was the parent of a group which included WPD South Wales,
the owner and operator of the electricity distribution system in South Wales. In
March 2001, the ownership of WPD South Wales was transferred from the Hyder
group to the Holdings UK group, but is not part of the consolidated SIUK group
presented in this form 10-K.

Overview of the Electric Utility Industry in England and Wales

The electricity industry in England and Wales consists of four main
activities:
I-1

o Generation is the production of electricity in power stations that burn
coal, gas, oil, use nuclear fuel, or use renewable sources such as wind
and water. Generation is a competitive market and generating companies
operate pursuant to licenses (or exemptions). Electricity generated in
England and Wales is now sold and purchased under the New Electricity
Trading Arrangements ("NETA"), which replaces the previous pool system.
Under NETA, bulk electricity is traded between generators and suppliers
through bilateral contracts and on power exchanges. There is also a
balancing mechanism in place managed by NGC, the NETA System Operator.

o Transmission is the bulk transport of electricity by high voltage power
lines from power stations to grid supply points. The transmission system
in England and Wales is generally referred to as the National Grid. The
charges for connection to and use of the transmission system are subject
to a transmission price control. There are also interconnectors linking
the National Grid with the transmission systems of Scotland and France.

o Distribution is the transport at a regional level of electricity at
gradually reduced voltages from National Grid supply points to final
customers, both commercial and domestic. Each distribution business is an
effective regional monopoly and is subject to regulatory control on the
prices it can charge and the quality of supply it must provide.
Distributors must provide open access to their distribution network on a
non-discriminatory basis to facilitate competition in supply and
generation.

o Supply is the process of buying electricity in bulk and selling it on to
the final customer. Supply businesses also provide customer service
functions such as billing and account handling. Suppliers pay
transmission and distribution use of system charges for electricity to be
transmitted across the National Grid and the local distribution network
to their customers. Competition in supply has been progressively
introduced in England and Wales and today all customers can choose their
electricity supplier.

WPD South West participates in the distribution segment of the
electricity industry, and is one of 12 licensed Distribution Network Operators
("DNOs") in England and Wales. WPD South West previously also operated a supply
business, which was sold to London Electricity plc, together with certain
related activities, in September 1999.

Regulatory pressures in distribution and transmission, and growing
competition in supply and generation, has resulted in electricity companies
following a variety of strategies, from concentrating on the monopoly business
of distribution or the competitive supply business, to pursuing a more
vertically-integrated approach and striving to become integrated energy
companies.

WPD South West's Distribution Business

As a distribution business, WPD South West owns the distribution system
assets and is responsible for:

o Maintaining the electricity network on a daily basis;

o Restoring the electricity supply when faults occur;

o Reinforcing the electricity network to cope with changes in the
pattern of demand; and

o Extending the network to connect new end users.

WPD South West does not buy or sell electricity to end users. This is the
responsibility of electricity supply companies.

Virtually all electricity supplied to end users in WPD South West's
service area is transported through its distribution network, thus providing WPD
South West with distribution volume that is stable from year to year. As a
holder of a distribution license, WPD South West is subject to a regulatory
framework that creates incentives for it to operate in a more cost-efficient
manner. The current price control commenced in April 2000.

WPD South West's distribution business has grown in both its end-user
base and in the number of units distributed, primarily reflecting population and
economic growth in South West England. At March 31, 2002, WPD South West had
experienced a 5-year compound annual growth rate of 1.8% in end users and 2.0%
in units distributed.

I-2

Strategy

Since being acquired by the Company, WPD South West has reviewed and
refined its distribution strategy and has established key goals of cost
reduction and improved levels of customer service and network performance.

Staff reductions have played a key role in cost savings. Since
acquisition, WPD South West has implemented a plan of voluntary and other staff
reductions, mainly in the distribution business. Part of these reductions were
made possible due to new work practices which WPD South West developed with the
cooperation of WPD South West's unions. Team restructuring in the engineering
division and the establishment of multi-skilled independent field teams has also
contributed to improved cost efficiency. In addition, management restructuring
has produced a flatter organizational structure by reducing management levels
from seven to three. A further contributor to cost reduction has been reducing
corporate overhead costs to a minimum, particularly real estate, information
technology and staffing, consistent with the effective running of the business.

Operational efficiency remained a prime focus for the management team
during the year. Recent initiatives introduced to ensure that the Company
continues to deliver "more for less" include:

o Integrating the operations of WPD South Wales with those of WPD South
West. Both networks now share key operating systems and this integration
has resulted in significant overall cost savings;

o Installation of more rural automatic switchgear and increasing the number
of protective devices on the network. This reduces the number of
customers affected by faults and reduces the time off supply for those
that are affected;

o A continued drive on overhead line refurbishment and tree trimming to
improve customer service;

o New and improved working techniques to improve the efficiency of the
workforce.

Much of the UK, and especially South West England, was affected by a foot
and mouth epidemic during fiscal year 2002. This severely restricted access to
rural areas and resulted in changes to our planned routine maintenance
activities. Work activity for at least 50% of the year was concentrated on
underground cable and roadside overhead work in urban areas, towns and villages.

Monitoring the satisfaction of end users connected to the network with
the quality of supply provided is a key element of WPD South West's strategy.
WPD South West aims to meet or exceed all the performance criteria established
by the Regulator. Currently, the Regulator measures network performance by three
key criteria:

o Availability the average minutes each end user is without supply;

o Security the number of supply interruptions per 100 end users;

o Quality of Service the time taken to restore a supply interruption.

In the fiscal year 2002 the average time an end user was without supply
was 86.1 minutes. This represents a 35% improvement on the performance in fiscal
year 1995. The initiative known as "target 60", which is unique in the industry,
aims to ensure that as many end-users as possible have their supply restored
within the first 60 minutes of an interruption. This target is more challenging
than the regulatory target of three hours. For fiscal year 2002 WPD South West
achieved a one-hour restoration rate of 71.1%. The three-hour rate of 92.6%
exceeded our regulatory target of 85%.

A continued focus on customer service ensured that WPD South West
retained its position at No. 1 for the fewest complaints to the Regulator. There
was just 1 complaint during the year, demonstrating a continued reduction from a
peak of 127 in fiscal year 1996.

During the year, the WPDH group was awarded the Charter Mark for the
provision of outstanding customer service. The award is the UK Government's top
seal of approval for service excellence and followed a rigorous and detailed
assessment of the group's operations as well as interviews with the group's main
customers.

I-3

To ensure that we get it right "first time, every time" and as part of
our strategy to improve our response to customers, we have introduced a simple
customer-friendly call center service to provide customers with up-to-date
information in a shorter response time. This call center has recently won a top
European award and has been given the title "best multi-service call center".

A number of new systems are also under development to assist with the
introduction of the Information and Incentives Project ("IIP"), a regulatory
project introduced in April 2002. This is designed to provide incentive to
distribution companies by linking a proportion of their income to customer
service.

End Users

A high proportion of WPD South West's distribution end users are domestic
and smaller businesses. Commercial activity in WPD South West's service area is
mostly service based and includes financial and business services, electronics
and technology-related businesses. WPD South West also distributes electricity
to a number of larger industrial concerns in its service area. The principal
activities of WPD South West's largest end users include china clay extraction,
ship repair, fertilizer production, aerospace, defense engineering, cement and
paper manufacturing. WPD South West's 20 largest end users accounted for 9.7% of
total electricity distributed by WPD South West in fiscal year 2002 in terms of
units distributed, with no single end user exceeding 2.6% of total electricity
distributed.

The following table sets out details of WPD South West's end users, units
distributed and distribution revenues.

Distribution Business
- ------------------------------------------------------------------------------------------------------------------------
Distribution End Users Electricity Units Distributed Revenues(4)
------------------------------ --------------------------------- -----------

% of 5 year Volume % of 5 year % of
Number(1) Total CAGR(2) Twh(3) Total CAGR(2) Total
--------- ----- ------- ------ ----- ------- -----
Non half hourly metered....... 1,434,240 99.7 1.8% 9.2 61 1.7% 78
Half hourly metered........... 3,797 0.3 5.8 5.9 39 2.6 22
--------- ----- ---- --- ----
Total 1,438,037 100.0 1.8 15.1 100 2.0 100
========= ===== ==== === ====
- ---------------
(1) At March 31, 2002.
(2) Represents the compound annual growth rate ("CAGR") for the period from April 1, 1997 through March 31, 2002.
(3) In terawatt hours for fiscal year 2002.
(4) For fiscal year 2002.

Distribution Facilities

Electricity is transported across NGC's transmission system at 400kV or
275kV to eleven grid supply points connected to WPD South West's distribution
network, where it is transformed to 132kV and enters WPD South West's
distribution system. Substantially all electricity which enters WPD South West's
system is received at these eleven grid supply points.

At March 31, 2002, WPD South West's electricity distribution network
(excluding service connections to end users) included overhead lines and
underground cables at the operating voltage levels and approximate lengths as
indicated in the table below:

Overhead lines Underground cables
Operating voltage: (Circuit miles) (Circuit miles)
--------------- ---------------
132kV............................. 853 42
33kV.............................. 1,811 531
11kV.............................. 10,419 4,517
480 or 415/240V................... 4,819 7,484
------ ------
Total........................ 17,902 12,574
====== ======

I-4

In addition to the circuits referred to above, WPD South West's
distribution facilities also include approximately:

Aggregate Capacity
(mega Volt-
Number Amperes)
Transformers: ------- -------
132kV/lower voltages........................... 88 5,535
33kV/11kV or 6.6kV............................. 539 7,785
11kV or 6.6kV/lower voltages
(including 36,786 pole mounted transformers).. 48,572 6,635

Substations:
132kV/33kV..................................... 48
33kV/11kV or 6.6kV............................. 309
11kV or 6.6kV/415V or 240V..................... 12,545

Substantially all substations are owned in freehold, and most of the
balance are held on leases which will not expire within 10 years.

Operation and control of WPD South West's distribution system is
continuously monitored and coordinated from a control center located in Exeter.
Electricity is received by end users at various voltages depending upon their
requirements. At March 31, 2002, WPD South West's distribution system was
connected to approximately 1.4 million end users.

Ancillary Business Activities

The Company has ancillary business activities that support WPD South
West's electricity distribution business. These include electricity generation,
real estate and telecommunications. The Company owns generating assets with 13
MW of capacity used to back up the distribution network. In addition, the
Company owns minority interests in windfarms and a 7.69% interest in Teesside
Power Limited, owner of a 1,925 MW natural gas-fired, combined cycle plant. WPD
South West markets and develops real estate no longer used in the distribution
business and is developing an income stream from the rental of fiber optic
cables primarily attached to the overhead distribution network. Reference is
made to Note 7 in the "Notes to the Consolidated Financial Statements" of the
Company in Item 8 herein for segment and related information.

Enron participates in Teesside through its European affiliates as an
owner, an operator and a power purchaser of the project. In November 2001,
various subsidiaries of Enron went into administration (bankruptcy), resulting
in Enron, as a power purchaser, failing to perform its obligations relating to
Teesside. This has created significant financial difficulties for Teesside, in
particular its ability to service its debt, and placed the ongoing viability of
the project at significant risk. On May 31, 2002, a restructuring package was
agreed with Teesside's lenders to allow it to continue to operate. However, no
further dividends are expected to be received from the project. As part of the
restructuring it was agreed that shareholders will not need to repay the value
of consortium tax relief taken previously. Therefore, the Company has written
off its (pound)13 million equity investment in Teesside, and written back
(pound)12 million of consortium tax relief taken.

I-5

Regulatory Environment

UK Electricity Regulation

The principal legislation governing the structure of the electricity
industry in Great Britain is the Electricity Act 1989 (the "Electricity Act")
and the Utilities Act 2000 (the "Utilities Act"). The Electricity Act provided
for a Public Electricity Supply ("PES") license, which covered both supply and
distribution. The distribution business was regulated through conditions in the
PES license. The Utilities Act amends the Electricity Act and includes the
requirement for the separate licensing of electricity distribution and supply,
and the full legal separation of license holding entities. Effective October 1,
2001, the PES license was replaced by separate licenses for supply and
distribution. This is intended to facilitate further restructuring of the
electricity industry and ensure the continued development of competition in
electricity supply.

From September 1999, WPD South West had appointed London Electricity as
its agent to run the part of the supply business falling under its former
license on agency terms, thereby achieving the same economic effect as an
outright sale. Effective October 1, 2001, WPD South West's electricity supply
license was transferred to London Electricity under the transfer schemes of the
Utilities Act.

The Utilities Act fundamentally changes the industry's structure and
regulatory framework and provides stronger protection for consumers. It
encourages further market development by integrating gas and electricity
regulation, separating the licensing of electricity supply and distribution and
providing the necessary powers to underpin the new electricity trading
arrangements ("NETA"). It aims to secure a fair balance between the interests of
consumers and shareholders.

The provisions in the Utilities Act include the replacement of individual
gas and electricity regulators with a regulatory authority supported by the Gas
and Electricity Markets Authority. The principal objective of the Authority is
to protect the interests of consumers, wherever appropriate, by promoting
effective competition.

The Authority has received new powers to impose monetary penalties for
past and ongoing breaches of license conditions, standards of performance and
specific statutory requirements. The fines are limited to 10% of the licensee's
turnover for three years.

The consumer related provisions of the Act include requiring the
Authority, in performing its functions, to have regard to the special interests
and needs of disabled, consumers of pensionable age, the chronically sick,
consumers in rural areas, and, for the first time, low-income consumers. In
addition, a new independent gas and electricity consumers' council, launched
under the name energywatch, has been established. The new body will provide a
clear point of access for enquiries and unresolved complaints, ensure consumers
are well informed and confident about prices and the standards of service they
can expect, and provide information and advice on consumer issues to regulators,
Government, Parliament, the media and others.

Each distribution business constitutes an effective regional monopoly and
is subject to control on the prices it can charge and the quality of supply it
must provide. The operations of WPD South West are regulated under its
distribution license pursuant to which income generated is subject to a price
cap regulatory framework that provides economic incentives to minimize
operating, capital and financing costs. Under the license, WPD South West is
under a statutory duty to connect any customer requiring electricity within
their area and to maintain that connection.

The charges made for the use of the distribution network are regulated on
the basis of the RPI minus X formula. RPI is a measure of inflation and equals
the percentage change in the UK RPI between the six month period of July to
December in the previous year. The X factor is established by the Regulator
following review and represents an efficiency factor. This formula determines
the maximum average price per unit of electricity distributed (in pence per
kilowatt hour) that a DNO is entitled to charge. This price, when multiplied by
the expected number of units to be distributed, determines the expected
distribution revenues of the DNO for the relevant year. The Regulator currently
sets the Distribution Price Control Formula for 5-year periods.

The current Distribution Price Control Formula permits DNOs, within a
review period, to partially retain additional revenues due to increased
distribution of units and to retain pound-for-pound increases in operating
profit due to efficient operations and the reduction of expenses. The Regulator
may reduce this increase in operating profit through a one-off price reduction

I-6

in the first year of the new pricing regime, if he determines that it is not a
function of efficiency savings, or, if genuine efficiency savings have been
made, and he determines that customers should benefit through lower prices.

Distribution businesses must also meet the Guaranteed and Overall
Standards of Performance, which are set by the Regulator to ensure an
appropriate level of quality of supply. If a company fails to provide the level
of service specified, it must make a fixed payment to the end user affected.

In December 1999, the Regulator published final price proposals for
distribution price control for the 12 DNOs in England and Wales. For WPD South
West, these proposals represented a 20% reduction to distribution prices
effective April 2000, followed by a reduction in real terms of 3% each year from
April 2001. This price control is scheduled to operate until March 2005.

In response, the Company has implemented a plan to maximize efficiency
and customer service as a focused distribution company. In order to achieve
these objectives, WPD South West has reduced staffing levels by approximately
10%. The reductions primarily affected administrative and corporate functions,
with minimal impact on field staff, ensuring customer service was not affected.
WPD South West is currently evaluating further opportunities to reduce ongoing
operating costs. The combination of WPD South West's distribution business with
that of WPD South Wales, now owned by Holdings UK, are delivering significant
savings on WPD South West's overhead costs, particularly in respect of
information technology where the incremental cost of a second distribution
business is relatively low. Other savings are being achieved in purchase
efficiency.

Improvements in quality of supply form an important part of the final
proposals. Revised targets for system performance, in terms of the security and
availability of supply, were proposed with new targets for reductions in minutes
lost and interruptions.

The Regulator has introduced a quality of service incentive scheme for
the period from April 2002 to March 2005. The scheme strengthens the financial
incentives on the electricity distribution companies with respect to three
quality of service output measures; number of interruptions to supply, duration
of interruptions, and quality of telephone response. Companies will be penalized
annually up to 2% of revenue for failing to meet their quality of supply targets
for the incentive scheme. The scheme includes a mechanism for rewarding
companies who exceed their targets based on their rate of improvement of
performance during the period and a process for rewarding frontier performance
by specifying how the targets will be reset.

UK Environmental Regulation

WPD South West's businesses are subject to numerous regulatory
requirements with respect to environmental matters. The Electricity Act obliges
the Secretary of State for Trade and Industry and the Director General of Gas
and Electricity Supply to take into account the effect of electricity generation
and transmission activities upon the physical environment in the exercise of
their functions regarding electricity supply. The Electricity Act requires WPD
South West to have regard for the desirability of preserving natural beauty and
the conservation of natural and man-made features of particular interest when
they formulate proposals for development in connection with certain of their
activities. The Electricity Act also requires license holders to take reasonable
steps to mitigate the effects of such proposals on the natural beauty of the
countryside, including flora, fauna, features, sites, buildings or objects. WPD
South West endeavors to mitigate the effects their proposals have on natural and
man-made features and are required to carry out an environmental assessment when
they carry out certain developments in connection with their licensed
activities.

The Environmental Protection Act 1990 (the "EPA") and the Water Resources
Act 1991 (the "WRA") as amended by the Environment Act 1995, form the main
environmental legislation that creates a statutory regime concerning the
clean-up of contaminated land in the U.K. The EPA also introduced a system of
regulatory controls over certain prescribed industrial processes. This regime
has been replaced by a new system of control under the Pollution Prevention and
Control Act 1999 (and associated regulations) (the "PPC"). The PPC system
follows many of the principles in the earlier regime although, in a number of
areas, the consents issued under PPC (to operate a regulated installation) may
contain more onerous obligations than was previously the case under the EPA.

I-7

The EPA contains a number of provisions relating to the control of waste,
waste management, air pollution, and contaminated land. It imposes certain
obligations and duties in relation to the handling and disposal of waste.
Failure to comply with such duties is a criminal offence under the EPA. The EPA
also contains certain pollution related offences and provides powers to
regulatory authorities to enforce these requirements.

The EPA (as supported by statutory guidance) contains provisions under
which the regulatory authorities may require the clean-up of contaminated land
(as defined under this regime). Liability to clean-up contamination may arise
under these provisions for the person who caused or knowingly permitted the
contamination or, in certain circumstances, the owner or occupier (for the time
being) of the contaminated land in question.

The WRA also contains provisions that enable the Environment Agency to
require a polluter (in these circumstances a causer or knowing permitter of the
pollution) to clean up the contamination and remediate the damage caused by it.
The WRA also enables the Environment Agency to carry out certain clean-up works
and recover the costs of so doing from the person liable.

Civil liability may also be incurred as a result of the presence of
contamination (primarily in circumstances where contaminants migrate into the
environment at third party land or impact human beings, flora and fauna).

Possible adverse health effects of electromagnetic frequencies ("EMFs")
from various sources, including transmission and distribution lines, have been
the subject of a number of domestic and international studies and public
discussion. The UK government's advisors on radiological protection matters, the
National Radiological Protection Board, has published guidelines on limiting
exposure to EMFs. WPD South West believes that they fully comply with these
standards. There is, however, the possibility that the future introduction and
passage of legislation and change of regulatory standards and guidance would
require measures to mitigate EMFs, with resulting increases in capital and
operating costs.

WPD South West may also have obligations to protect the health and safety
of workers and the general public in respect of EMFs under separate legislation
and regulations, such as the Health and Safety at Work, etc. Act 1974. In
addition, the potential exists for civil liability with respect to lawsuits
brought by plaintiffs claiming damages for adverse health effects caused by
EMFs.

WPD South West has developed systems to capture data on greenhouse
emissions using the guidelines issued by the UK Government's Department of
Environment, Food and Rural Affairs, and prepared a report. It has updated its
Environmental Policy to reflect its current areas of operation.

WPD South West has had no prosecutions or notice of intended prosecution
for any environmental matter during the reporting year.

WPD South West believes it has taken and continues to take measures to
comply with the applicable laws and governmental regulations for the protection
of the environment. There are no material legal or administrative proceedings
pending against WPD South West with respect to any environmental matter.

Employees

At March 31, 2002, WPD South West had 1,688 employees (1,668 full time
equivalent) and the Company had no employees. Of WPD South West's employees, 95%
are represented by labor unions. All WPD South West's employees who are not
party to a personal employment contract are subject to one of two collective
bargaining agreements. One is called The Electricity Business Agreement, which
covered 1,515 employees at March 31, 2002 (1,499 full time equivalent); it may
be amended by agreement between WPD South West and the unions and is terminable
with 12 months notice by either side. The other is called the Meter Reading
Services Handbook of Agreements, which covered 96 employees at March 31, 2002
(96 full time equivalent); it may be amended by agreement between WPD South West
and the unions and is terminable by written notice (with no period specified) by
either side. On April 10, 2002, the WPD South West employees who were covered by
the Meter Reading Services Handbook of Agreements transferred their employment
from WPD South West to part of the London Electricity group. WPD South West
believes that its relations with its employees are favorable.

I-8

Item 2. PROPERTIES

WPD South West has both network and non-network land and buildings.

Network Land and Buildings

At March 31, 2002 WPD South West had freehold and leasehold interests in
over 12,000 network properties, comprising principally substation sites. The
recorded cost of total network land and buildings at March 31, 2002 was
(pound)89 million ($127 million).

Non-Network Land and Buildings

At March 31, 2002 WPD South West had freehold and leasehold interests in
non-network properties comprising chiefly offices, former retail outlets,
depots, warehouses and workshops. The recorded cost of total non-network land
and buildings at March 31, 2002 was (pound)26 million ($37 million).

The number of properties in each category is:
Freehold or
Long Leasehold Leasehold
-------------- ---------
Depots........................................... 18 1
Offices.......................................... 4 -
Surplus property (largely unused retail sites)... 31 10

WPD South West markets and develops property no longer used in the
electricity distribution business.

Reference is made to Item 1 "Business - WPD South West's Distribution
Business" herein for a discussion of other properties and other assets of WPD
South West.

Item 3. LEGAL PROCEEDINGS

Reference is made to the "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Litigation" section herein.

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

None.

I-9

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY

There is no established public trading market for the Company's common
stock, all of which is owned indirectly by Mirant and PPL.

Item 6. SELECTED FINANCIAL DATA

The following table presents the Company's selected consolidated
financial information. The information set forth below should be read together
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Company's historical consolidated financial statements and
the notes thereto. The consolidated income statement data for the years ended
March 31, 2002, 2001, 2000, 1999 and 1998 and selected balance sheet data as of
March 31, 2002, 2001, 2000, 1999 and 1998 are derived from the Company's audited
consolidated financial statements, which were audited by Arthur Andersen,
independent public accountants. The historical financial information may not be
indicative of the Company's future performance.

(In Millions)

Fiscal Fiscal Fiscal Fiscal Fiscal
Year Year Year Year Year
2002 2001 2000 1999 1998
------------- ------ ------ ------ ------

Operating Revenues from
continuing operations........(pound) 244 $ 348 (pound) 234 (pound) 275 (pound) 261 (pound) 245
Net Income (Loss) from
continuing operations (1).... 101 144 85 82 76 (27)
Total Assets.................... 2,123 3,025 2,341 2,057 2,139 1,728
Long-term Debt (2 & 3).......... 233 332 234 301 301 301
Preferred Securities (2 & 4) ... 58 83 58 50 50 50
Common Dividend Declared........ 78 111 27 188 70 34
- -------------

(1) The Net Loss in fiscal year 1998 is stated after a one-off windfall
profits tax of (pound)90 million. The results for 1999 and 1998 have
benefited from a decrease in UK income tax rates which served to reduce
the Company's provision for deferred income taxes with a corresponding
reduction in income tax expense of (pound)11 million and (pound)22 million
respectively.

(2) At March 31, 2002 & 2001, hedged US denominated debt (including preferred
securities) has been exchanged into the functional currency of UK pounds
sterling at the spot exchange rate in accordance with SFAS 133
("Accounting for Derivatives Instruments and Hedging Activities"). Hedged
US denominated debt had previously been translated at the swapped exchange
rate.

(3) $168 million of the Company's $500 million Senior Notes in the US matured
in November 2001. At March 31, 2001, these were disclosed as current
portion of long-term debt in the consolidated balance sheet.

(4) Company Obligated Mandatorily Redeemable Preferred Securities of SIUK
Capital Trust I Holding Company Junior Subordinated Debentures. See Note
12 in the "Notes to the Consolidated Financial Statements".

II-1

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

The following discussion should be read in conjunction with the
consolidated financial statements and the notes thereto. The consolidated
financial statements discussed in this Section are presented in accordance with
US GAAP. Solely for the convenience of the reader, certain pounds sterling
amounts have been translated into US dollars at the Noon Buying Rate on March
31, 2002 of $1.4250 = (pound)1.00; see Note 1 in the "Notes to the Consolidated
Financial Statements". You should not construe these translations as
representations that the pound sterling amounts actually represent such dollar
amounts or could be converted into US dollars at the rates indicated or at any
other rates.

EFFECTS OF CERTAIN ORGANIZATIONAL CHANGES

The Company is an indirect wholly owned subsidiary of WPDH, which is
indirectly owned by Mirant and PPL.

In October 2000, WPD Limited, a company owned jointly by subsidiaries of
Mirant and PPL, finalized its acquisition of Hyder. Associated with this
acquisition, Mirant and PPL agreed to modify their ownership of the voting
rights in Holdings UK to 50% each, effective December 2000, so that both parties
equally share operational and management control. Mirant's and PPL's economic
interest in the Holdings UK group remained unchanged at 49% and 51%,
respectively. Until September 2001, Holdings UK was the ultimate UK holding
company. At that time, the two owners agreed on a group reconstruction whereby
WPDH became the ultimate UK holding company. The rights of the two owners
remained unchanged.

During fiscal year 2001, WPD South West made a short-term loan totaling
(pound)85 million to WPD Limited. This represented part of the funding for WPD
Limited's purchase of Hyder shares. The loan was assigned to Holdings UK in
fiscal year 2002.

At the time of acquisition, Hyder was the parent of a group of companies
whose principal operating activities included the provision of regulated water
and wastewater services for substantially the whole of Wales and electricity
distribution in South Wales (WPD South Wales). Hyder also owned subsidiaries
that operated in the managed services and infrastructure businesses.
Substantially all of Hyder's subsidiaries and investments have since been sold.

In March 2001, ownership of WPD South Wales was transferred from WPD
Limited to Holdings UK. At the same time, other assets were transferred from WPD
Limited to Holdings UK together with the effective transfer of debt.

In September 1999, WPD South West completed the sale of its electricity
supply business and certain related activities to London Electricity plc for
(pound)160 million and the assumption by the purchaser of certain liabilities.
The Company recorded an after tax gain on the sale of (pound)125 million in
fiscal year 2000. In fiscal year 2001, issues relating to working capital and
the pension spin off value were resolved and a further (pound)7 million after
tax gain was recorded.

FACTORS AFFECTING DISTRIBUTION REVENUES

The amount of revenues produced by the distribution business is largely
determined by the unit price of electricity distributed (which is controlled by
the Distribution Price Control Formula) and the number of electricity units
distributed.

II-2

The current Distribution Price Control Formula permits DNOs, within a
review period, to partially retain additional revenues due to increased
distributions of units and to retain pound-for-pound increases in operating
profit due to efficient operations and the reduction of expenses. The Regulator
may reduce this increase in operating profit through a one-off price reduction
in the first year of the new pricing regime, if he or she determines that it is
not a function of efficiency savings, or, if genuine efficiency savings have
been made, and he or she determines that customers should benefit through lower
prices.

In December 1999, the Regulator published final price proposals for the
most recent distribution price control for the 12 DNOs in Britain. For WPD South
West, these proposals represented a one-off price reduction of 20% effective
April 2000, followed by a reduction in real terms of 3% each year from April
2001. This price control is scheduled to operate until March 2005.

The number of units distributed depends on the demand of WPD South West's
customers for electricity. That demand varies based in part upon weather
conditions and economic activity.

For further discussion on the regulatory environment affecting the
electricity industry, see "Item 1 Business - Regulatory Environment".

RESULTS OF OPERATIONS

Year Ended March 31, 2002 as Compared to Year Ended March 31, 2001

Operating Revenues. Operating revenues increased by (pound)10 million (4%) to
(pound)244 million in fiscal year 2002 from (pound)234 million in fiscal year
2001. The following factors were primarily responsible for the increases in
operating revenues:

o Revenues from the distribution business increased by (pound)6 million
(3%) to (pound)223 million in fiscal year 2002 from (pound)217 million in
fiscal year 2001. The movement is summarized as follows:

Operating Revenues from
Electricity Distribution
Increase (decrease) from
Fiscal Year 2001
to Fiscal Year 2002
-----------------------
((pound) millions, except %)

Application of Distribution Price Control Formula... 7
Sales growth........................................ 1
Other revenue attributable to distribution business. (2)
----
Total distribution revenues......................... 6
----
Percentage change................................... 3%

o Revenues from ancillary businesses (net of eliminations) increased by
(pound)4 million (24%) to (pound)21 million in fiscal year 2002 from
(pound)17 million for fiscal year 2001. The increase was principally due
to higher telecommunication revenues from the rental of fiber optic
cables primarily attached to the overhead distribution network.

Operating Expenses. Operating expenses were (pound)65 million in fiscal year
2002, a decrease of (pound)25 million, or 28%, from fiscal year 2001. The
following factors were primarily responsible for the decrease in operating
expenses:

o Maintenance expense was (pound)29 million in fiscal year 2002, a decrease
of (pound)5 million, or 15%, from fiscal year 2001. The decrease resulted
primarily from operating cost synergies derived from combining the
distribution operations of WPD South West and WPD South Wales.

o Depreciation and amortization expense was (pound)42 million in fiscal
year 2002, a decrease of (pound)6 million, or 13%, from fiscal year 2001.
The decrease resulted primarily from the early adoption of SFAS No. 142,
whereby goodwill has not been amortized from April 1, 2001. Goodwill
amortized in fiscal year 2001 amounted to (pound)5 million.

II-3

o Selling, general and administrative expense was (pound)19 million in
fiscal year 2002, a decrease of (pound)9 million, or 32%, from fiscal
year 2001. The decrease resulted primarily due to operating cost
synergies derived from combining the distribution operations of WPD South
West and WPD South Wales.

Other Income (Expense). Other expense was(pound)28 million in fiscal year
2002, an increase of(pound)19 million from fiscal year 2001. The change was
primarily due to:

o Interest expense decreased by (pound)8 million (13%) to (pound)52 million
in fiscal year 2002 from (pound)60 million in fiscal year 2001. This
decrease is primarily attributed to the repayment of the Company's $168
million 6.375% Notes on maturity in November 2001. The payment was funded
through a reduction in loans due from an affiliate, Holdings UK. The
weighted average balance of debt outstanding during fiscal year 2002 was
(pound)660 million at a weighted average interest rate of 7.7% compared
to (pound)738 million at 7.7% during fiscal year 2001.

o The Company is approximately an 8% equity investor in the 1,925
megawatt Teesside Power Station, located in northern England. Enron
participates in Teesside through its European affiliates as an owner,
an operator and a power purchaser of the project. In November 2001,
various subsidiaries of Enron went into administration (bankruptcy),
resulting in Enron, as a power purchaser, failing to perform its
obligations relating to Teesside. This has created significant
financial difficulties for Teesside, in particular its ability to
service its debt, and placed the ongoing viability of the project at
significant risk. On May 31, 2002, a restructuring package was agreed
with Teesside's lenders to allow it to continue to operate. However,
no further dividends are expected to be received from the project.
Therefore, in fiscal year 2002, the Company has written off
its(pound)13 million equity investment in Teesside.

o In October 2001, the Company completed the sale of its former Bristol
headquarters for(pound)13 million, realizing a pre-tax gain of
(pound)8 million.

o In fiscal year 2001, the Company recorded (pound)16 million deferred
contingent consideration in respect of disposals of assets made in
previous years.

(Provision) Benefit for income taxes. The customary provision for income taxes
was (pound)38 million in fiscal year 2002, an increase of (pound)11 million, or
41%, from fiscal year 2001. The increase was primarily due to higher income from
continuing operations before income taxes. As part of the restructuring of the
Teesside project, it was agreed that shareholders will not need to repay the
value of consortium tax relief taken previously. Therefore, in fiscal year 2002,
the Company has written back (pound)12 million of consortium tax relief taken.

Net Income. The Company's consolidated net income from continuing operations was
(pound)101 million in fiscal year 2002, an increase of (pound)16 million or 19%
from fiscal year 2001. This excludes the gain on disposal of the electricity
supply business of (pound)7 million recorded in fiscal year 2001. The increase
is attributable to the Company's business segments as follows:

Distribution
Operating income from distribution was (pound)144 million in fiscal year
2002, an increase of (pound)32 million, or 29% from fiscal year 2001. The
increase was primarily due to operating cost synergies.

Ancillary businesses
Operating income from ancillary businesses was (pound)11 million in
fiscal year 2002, an increase of (pound)2 million, or 22% from fiscal
year 2001. The increase was due to higher income in the
telecommunications business resulting from lease cancellation charges,
and the acquisition of the telecommunication business of WPD South Wales.

II-4

Year Ended March 31, 2001 as Compared to Year Ended March 31, 2000

Operating Revenues. Operating revenues decreased by (pound)41 million (15%) to
(pound)234 million in fiscal year 2001 from (pound)275 million in fiscal year
2000. The following factors were primarily responsible for the decreases in
operating revenues:

o Revenues from the distribution business decreased by (pound)30 million
(12%) to (pound)217 million in fiscal year 2001 from (pound)247 million
in fiscal year 2000. The decrease resulted primarily from reduced
distribution tariffs effective April 1, 2000 as determined in the most
recent distribution price control review. The movements are summarized as
follows:

Operating Revenues from
Electricity Distribution
(Decrease) Increase from
Fiscal Year 2000
to Fiscal Year 2001
------------------------
((pound) millions, except %)

Application of Distribution Price Control Formula.... (39)
Other revenue attributable to distribution business.. 9
----
Total distribution revenues.......................... (30)
----
Percentage change.................................... 12%

o Revenues from ancillary businesses (net of eliminations) decreased by
(pound)11 million (39%) to (pound)17 million in fiscal year 2001 from
(pound)28 million for fiscal year 2000. The decrease was principally due
to lower activity in the energy purchasing business following the sale of
the electricity supply business effective September 1999.

Operating Expenses. Operating expenses were (pound)90 million in fiscal year
2001, a decrease of (pound)33 million, or 27%, from fiscal year 2000. The
following factors were primarily responsible for the decreases in operating
expenses:

o Depreciation and amortization expense was (pound)48 million in fiscal
year 2001, a decrease of (pound)8 million, or 14%, from fiscal year 2000.
The decrease was due to the write down of certain short life network
assets in fiscal year 2000. This was largely a consequence of the sale of
the electricity supply business, which resulted in certain assets being
replaced sooner than anticipated.

o In April 2000, metering services, meter reading and data services for the
domestic and small business market were opened to competition. Metering
services include the provision, installation and maintenance of a meter
in a customer's premises. Meter reading and data services include the
collection of meter reading, aggregation and processing of this data. New
license conditions were introduced obligating distribution companies to
offer terms separately for metering provision, meter operation, data
collection and aggregation services to all suppliers in the domestic
market and small business, and to publish a statement of charges for
these activities. An estimate of the undiscounted future cash flows based
on WPD South West's statement of charges for metering services, was
compared to the carrying value of the assets and it was determined that
the assets were impaired. As a result, the Company recorded a write-down
of(pound)22 million in the third quarter of fiscal year 2000 to reflect
the amount by which the carrying value of meters exceeded their fair
value. The fair value was determined by discounting the future cash
flows.

o Incremental expenses incurred as a direct consequence of the disposal of
the electricity supply business were (pound)3 million in fiscal year
2000. These relate to the establishment of a new computer environment and
data migration.

Other Income (Expense). Other expense was (pound)9 million in fiscal year 2001,
a decrease of (pound)18 million from fiscal year 2000. The change was primarily
due to the following factors:

o Interest income from affiliated companies was (pound)26 million in fiscal
year 2001, an increase of (pound)6 million, or 30%, from fiscal year
2000. This increase is due to interest receivable on the (pound)85
million loan to WPD Limited to finance part of the purchase price paid by
WPD Limited for Hyder plc shares.

o Interest expense increased by (pound)4 million (7%) to (pound)60 million
in fiscal year 2001 from (pound)56 million in fiscal year 2000. This
increase is largely due to additional borrowings required to finance the
(pound)85 million loan made to WPD Limited. The weighted average balance

II-5

of debt outstanding during fiscal year 2001 was (pound)738 million at a
weighted average interest rate of 7.7% compared to (pound)689 million at
7.7% during fiscal year 2000.

o Investment income decreased by (pound)2 million (29%) to (pound)5 million
in fiscal year 2001 from (pound)7 million in fiscal year 2000. The
movement is mainly due to timing of dividends received from an investment
in a generating plant.

o During fiscal year 1996, WPD sold its shares of The National Grid
Holding plc ("NGH") into the market, following the listing of the NGH
shares on the London Stock Exchange. Prior to the sale, part of the
ownership was transferred to three, previously dormant, wholly owned
subsidiaries. These companies sold the shares of NGH in open market
transactions during December 1995 and January 1996 generating a taxable
gain, resulting in an income tax liability of(pound)24 million. The
companies received a capital contribution from WPD to fund the tax
obligation. In October 1996 the companies were sold to a third party for
a nominal price. The sale contract provided for the payment of
contingent consideration based on the third party's ability to utilize
its own existing capital losses to offset the realized gains on the NGH
sale. The agreement provided for (pound)16 million to be paid to WPD
upon finalization of the relevant tax returns for the period in question.
The last tax return was agreed by the Inland Revenue in February 2001, at
which time it was recognized as income, and the deferred contingent
consideration was received April 6, 2001.

(Provision) Benefit for income taxes. The provision for income taxes was
(pound)27 million in fiscal year 2001, an increase of (pound)4 million, or 17%,
from fiscal year 2000. The increase was primarily due to higher income from
continuing operations before income taxes.

Net Income. The Company's consolidated net income from continuing operations was
(pound)85 million in fiscal year 2001, an increase of (pound)3 million or 4%
from fiscal year 2000. This excludes the income from the Company's discontinued
operations (WPD South West's electricity supply business) of (pound)4 million in
fiscal year 2000, and the gain on disposal of the electricity supply business of
(pound)7 million in fiscal year 2001 and (pound)125 million in fiscal year 2000.
The increase is attributable to the Company's business segments as follows:

Distribution
Operating income from distribution was (pound)112 million in fiscal year
2001, an increase of (pound)5 million, or 5% from fiscal year 2000. The
increase was primarily due to the write down of meters in fiscal year
2000 and other cost reductions, partly offset by a reduction in revenues.

Ancillary businesses
Operating income from ancillary businesses was (pound)9 million in fiscal
year 2001, a decrease of (pound)16 million, or 64% from fiscal year 2000.
The decrease was due to lower activity in the energy purchasing business
following the sale of the electricity supply business effective September
1999.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has obtained cash from operations, borrowing
under credit facilities, issuances of commercial paper and senior notes, other
borrowings, and capital contributions from Mirant and PPL. These funds have been
used to finance operations, service debt obligations, finance capital
expenditures and meet other cash and liquidity needs.

Operating Activities

Cash provided by operating activities totaled (pound)141 million for
fiscal year 2002 as compared to (pound)107 million for fiscal year 2001, an
increase of 32%. The increase is primarily due to net cash receipts in respect
of WPD South Wales (a sister company of the Company), which have been
increasingly pooled into the bank account of WPD South West since the fourth
quarter of fiscal year 2001.

Investing Activities

Cash provided from investing activities totaled (pound)47 million for
fiscal year 2002 as compared to cash used of (pound)155 million for fiscal year
2001. The movement was primarily attributable to the issuance of (pound)85
million notes receivable to WPD Limited, an affiliated company, in fiscal year

II-6

2001, and their subsequent repayment in fiscal year 2002 as a result of their
assignment to Holdings UK. In addition, in October 2001, the Company received
cash proceeds of (pound)13 million on completion of the sale of its former
headquarters. During fiscal year 2002, WPD South West incurred expenditure of
(pound)66 million on property, plant, and equipment, largely in respect of the
distribution network. This compared with (pound)73 million during fiscal year
2001. In April 2001, (pound)16 million deferred contingent consideration was
received relating to the sale of The National Grid Holding plc shares in fiscal
year 1996.

Financing Activities

Cash used for financing activities totaled (pound)187 million for fiscal
year 2002 as compared to cash provided of (pound)47 million for fiscal year
2001. The movement in short-term borrowings mirrors the issue and repayment of
the loan to WPD Limited discussed above, which was funded through existing
facilities. The Company's $168 million 6.375% Notes were repaid on maturity in
November 2001. The payment was funded through a reduction in loans due from an
affiliate, Holdings UK.

The Company holds the entire share capital of WPD South West. The Company
is primarily dependent upon dividends from WPD South West for its cash flow. WPD
South West can pay dividends to the Company under English law to the extent that
it has distributable reserves, subject to the retention of sufficient financial
resources to conduct its distribution business as required by its regulatory
license. The Company believes that currently sufficient distributable reserves
will continue to exist at WPD South West to allow for reasonable and necessary
dividends from WPD South West, through operations, to be distributed to the
Company. The directors of electricity distribution companies must also certify
to the Regulator that it is reasonably foreseeable that the declaration of a
dividend will not breach any license conditions. WPD South West has no reason to
believe that a breach of its license would occur from declaring a reasonable
dividend.

WPD South West expects its cash and financing needs over the next several
years to be met through a combination of cash flows from operations,
availability under existing credit facilities, and debt financings.

Cash from operations, existing credit facilities and cash position, is
expected to provide sufficient liquidity for working capital and capital
expenditures over the next 12 months. In addition, cash from operations will be
sufficient to fund the Company's and WPD South West's debt service on an ongoing
basis. Whilst it is a condition of WPD South West's operating license that it
maintains an investment grade credit rating, WPD South West's liquidity could be
impacted by changes in ratings and other factors.

Available Liquidity

Demand for electricity in Great Britain, in general, and in WPD South
West's service area, in particular, is seasonal, with demand being higher in the
winter months and lower in the summer months. WPD South West balances the effect
of this and other cyclical influences on its working capital needs with drawings
under its available credit facilities.

As of March 31, 2002, sources of liquidity included a $500 million
revolving credit facility provided by a syndicate of banks. In addition, WPD
South West had (pound)94 million committed and (pound)95 million uncommitted
lines of credit with banks. Under each of the credit facilities WPD South West
pays interest and facility/commitment fees.

In addition to other covenants and terms, the credit facilities include
minimum debt service coverage covenants, limitations on the creation of security
over assets, and limitations on the sale of assets. As of March 31, 2002, there
were no events of default under any of the credit facilities.

II-7

Debt

The following table sets forth the short-term and long-term debt as of
March 31, 2002 and 2001 (in millions):

March 31, 2002 March 31, 2001
----------------------- --------------
Short-term debt
- ---------------
Revolving credit facility........... (pound) 250 $ 356 (pound) 307
Committed lines of credit........... 43 62 80
Uncommitted lines of credit......... 10 14 -
Loan from affiliated company........ - - 26
Other notes payable................. 4 6 4
----- ----- -----
Total short-term debt........... 307 438 417

Current portion of long-term debt
- ---------------------------------
SIUK plc senior notes............... - - 118

Long-term debt
- --------------
SIUK plc senior notes............... 233 332 234

----- ----- -----
Total debt ....................... (pound) 540 $ 770 (pound) 769
=========== ====== ===========

Preferred Securities

SIUK Capital Trust I (the "Trust") issued $82 million of its 8.23%
preferred securities and invested the proceeds thereof in 8.23% subordinated
debentures issued by the Company, which are scheduled to mature on February 1,
2027. The Company guarantees the Trust's obligations under the preferred
securities. The Company has also entered into foreign currency swap contracts to
hedge the currency risk associated with the interest and principal on the
preferred securities, by swapping the US dollar liabilities back to pounds
sterling for the period to February 2007. The nominal value of the swapped
liabilities at March 31, 2002 was (pound)50 million. The Company owns all of the
common securities of the Trust, all of the assets of which are the
aforementioned subordinated debentures of the Company in the aggregate principal
amount of $84.5 million.

The Company considers that the mechanisms and obligations relating to
the preferred securities, taken together, constitute a full and unconditional
guarantee by the Company of the Trust's payment obligations with respect to the
preferred securities.

Co-obligor restructuring

In December 1998 a more efficient capital structure for Holdings UK and
the Company was put in place. At that time, Holdings UK became a co-obligor of
the Company's existing long-term debt and subordinated debentures. Sums totaling
(pound)402 million were contributed to the Company for newly issued shares and
the Company made three US dollar loans, totaling $584 million ((pound)351
million) to Holdings UK on the same terms as the existing long-term debt and
subordinated debentures. At March 31, 2002, the carrying value of these loans
was (pound)292 million. In consideration of entering into these loans and their
related currency and interest rate swaps, the Company made premium payments
(independently calculated as a fair arms-length value between unconnected
parties) of $84 million ((pound)51 million) to Holdings UK. Of the premium
payments, (pound)42 million is being amortized over the life of the respective
loans and swaps, and (pound)9 million represented accrued interest.

Effect of inflation

Inflation in the UK was at a historically low level in fiscal years 2002,
2001 and 2000, and therefore inflation did not have a material impact on the
results of operations.

II-8

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Operating Leases

WPD South West has commitments under operating leases with various terms
and expiration dates. Expenses associated with these commitments totaled
(pound)3 million ($4 million) for the fiscal year 2002, (pound)4 million for the
fiscal year 2001, and (pound)6 million for the fiscal year 2000. At March 31,
2002, estimated minimum rental commitments for noncancelable operating leases
were as follows (in millions):

Fiscal year
2003................................................. (pound) 1
2004................................................. 1
2005................................................. 1
2006................................................. 1
2007................................................. 1
2008 and thereafter.................................. 3
-----
Total minimum payment.................................. (pound) 8
==========

Labor Subject to Collective Bargaining Agreements

Substantially all of WPD South West's employees are subject to one of two
collective bargaining agreements. Such agreements are ongoing in nature, and WPD
South West's employee participation level is consistent with that of the
electric utility industry in the UK.

Litigation

The Company and WPD South West are routinely party to legal proceedings
arising in the ordinary course of business which are not material, either
individually or in aggregate. Neither the Company nor WPD South West is a party
to any material legal proceedings nor are they currently aware of any threatened
material legal proceedings.

II-9

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risks, including changes in interest
rates, and currency exchange rates. To manage the volatility attributable to
these exposures, the Company has entered into various derivative transactions,
the sole purpose of which is to hedge exposure in these areas.

The Company utilizes interest rate swaps to hedge certain debt
obligations. These swaps are designated as hedges of specific debt issuances and
currently qualify for hedge accounting. Consequently, the interest rate
differential associated with the swap is reflected as an adjustment to interest
expense over the life of the instruments. If the Company sustained a 100 basis
point change in interest rates for all variable rate debt in all currencies, the
change would affect net income by approximately (pound)0.5 million, based on
variable rate debt and derivatives, cash balances and other interest rate
sensitive instruments outstanding at March 31, 2002.

Currency swaps are also utilized by the Company to hedge US dollar
denominated debt. These swaps offset the dollar cash flows, thereby effectively
converting the debt to sterling. A change in foreign exchange rates would have
no impact on net income.

For all derivative financial instruments, the Company is exposed to
losses in the event of nonperformance by counterparties to these derivative
financial instruments. The Company has established controls to determine and
monitor the creditworthiness of counterparties to mitigate its exposure to
counterparty credit risk.

Excluding swap agreements between the Company and Holdings UK, at March
31, 2002, the Company and WPD South West had sterling interest rate swaps
expiring between 2003 and 2012, with notional amounts totaling (pound)499
million, and had cross currency swaps expiring between 2006 and 2007, with
notional amounts totaling (pound)249 million.

Subsequent to the year end, on May 10, 2002, the interest rate swaps were
cancelled and certain cross currency swaps were effectively restructured. The
canceling of these interest rate swaps and restructuring of certain of the
currency rate swaps will result in lower interest costs payable and a higher
sterling value being payable on maturity.

Critical Accounting Policies

The accounting policies described below are viewed by management as
"critical" because their correct application requires the use of material
estimates and have a material impact on our financial results and position. To
aid in our application of these critical accounting policies, management invests
substantial human and financial capital in the development and maintenance of
models and forecasting tools and operates a robust environment of internal
controls surrounding these areas in particular.

Revenue recognition: The Company records revenue for energy sales and
other services under the accrual method. Electricity revenues are recognized
when services are provided to end users and include an estimate for unbilled
revenues, or the value of electricity consumed by end users between the date of
their last meter reading and the period-end date. As a result, unbilled revenues
are subject to a degree of estimation.

Derivatives and financial instruments: SFAS No. 133 requires that
derivative instruments be recorded in the balance sheet at fair value as either
assets or liabilities, and that changes in fair value be recognized currently in
earnings, unless specific hedge criteria are met. If the derivative is
designated as a fair value hedge, the changes in the fair value of the
derivative and of the hedged item attributable to the hedged risk are recognized
currently in earnings. If the derivative is designated as a cash flow hedge, the
changes in fair value of the derivative are recorded in OCI and the gains and
losses related to these derivatives are recognized in earnings in the same
period as the settlement of the underlying hedged transaction. Any
ineffectiveness relating to these hedges is recognized currently in earnings.
The assets and liabilities related to derivative hedging instruments for which
hedge accounting criteria are met are reflected as derivative hedging
instruments in the accompanying consolidated balance sheet at March 31, 2002.
The determination of fair values of derivatives can be complex and relies on
judgments concerning future prices and liquidity among other things.

II-10

Goodwill and Other Long-lived assets: We evaluate long-lived assets, such
as property, plant and equipment, and goodwill, when events or changes in
circumstances indicate that the carrying value of such assets may not be
recoverable. Factors we consider important, which could trigger impairment
include, among things, significant negative industry or economic trends and an
adverse action or assessment by the Regulator.

If an impairment has occurred, the amount of the impairment loss
recognized would be determined by estimating the fair value of the assets and
recording a loss if the fair value was less than the book value.

Our assessment regarding the existence of impairment factors is based on
market conditions, operational performance and legal factors of our businesses.
Our review of factors present and the resulting appropriate carrying value of
our goodwill, and other long-lived assets are subject to judgments and estimates
that management is required to make. Future events could cause us to conclude
that impairment indicators exist and that our goodwill, and other long-lived
assets might be impaired.

Reference is made to Note 1 to the "Notes to Consolidated financial
Statements" for additional information on other accounting policies and new
accounting pronouncements.

Special Note Regarding Forward-Looking Statements

Special note regarding forward-looking statements: The information
presented in this Form 10-K includes forward-looking statements, in addition to
historical information. These statements involve known and unknown risks and
relate to future events, the Company's future financial performance or projected
business results. In some cases, forward-looking statements by terminology may
be identified by statements such as "may," "will," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "targets," "potential" or
"continue" or the negative of these terms or other comparable terminology.

Forward-looking statements are only predictions. Actual events or results
may differ materially from any forward-looking statement as a result of various
factors, which include: (1) legislative and regulatory initiatives regarding
deregulation, regulation or restructuring of the electric utility industry; (2)
the extent and timing of the entry of additional competition; (3) our pursuit of
potential business strategies, including acquisitions or dispositions of assets
or internal restructuring; (4) changes in or application of environmental and
other laws and regulations to which the Company and its subsidiaries are
subject; (5) financial market conditions and the results of our financing
efforts; (6) changes in market conditions, including developments in energy and
commodity supply, volume and pricing and interest rates; (7) weather and other
natural phenomena; (8) performance of our projects undertaken and the success of
our efforts to invest in and develop new opportunities; (9) the direct or
indirect effects on our business, including the availability of insurance,
resulting from the terrorist actions on September 11, 2001 or any other
terrorist actions or responses to such actions, including, but not limited to,
acts of war; (10) the direct or indirect effects on our business resulting from
the financial difficulties of Enron, or other competitors, including, but not
limited to, their effects on liquidity in the trading and power industry, and
its effects on the capital markets views of the energy or trading industry and
our ability to access the capital markets on the same favorable terms as in the
past; and (11) other factors discussed in this Form 10-K and in other reports
filed from time to time with the SEC.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
events, levels of activity, performance or achievements. We expressly disclaim a
duty to update any of the forward-looking statements contained herein.

II-11

Additional Factors that Could Affect Future Performance

In addition to the discussion of certain risks in the Management's
Discussion and Analysis of Results of Operations and Financial Condition and the
notes to the consolidated financial statements, other factors that could affect
the Company's future performance (business, financial condition or results of
operations) are set forth below.

Risks Related to the Company's Business

Effect of Government Regulation

The Company's operations are subject to extensive government regulation.
To comply with these legal requirements, which include laws, rules and
regulations relating to competition, health and safety, and environmental and
anti-pollution concerns, among other matters, may require the expenditure of
considerable sums. The standards imposed by such environmental and
anti-pollution regulations may also increase with time and impose more onerous
obligations and liabilities on the Company in the future. In particular,
government regulation imposes certain performance standards. The performance of
WPD South West's network is related to a number of performance criteria,
including (i) availability (the number of minutes each end user is without
supply), (ii) security (the frequency of supply interruption), and (iii) quality
of service (e.g., restoration of supply within a certain time after
interruption). Compliance with these criteria requires the expenditure of
considerable sums and the implementation of various initiatives. The Company may
also be exposed to compliance risks from existing and future facilities.

To conduct its business, the Company must obtain licenses, permits, and
approvals for its facilities. The Company cannot assure you that it will be able
to obtain and comply with all necessary licenses, permits, and approvals. If it
cannot comply with all applicable regulations, the Company's business, results
of operations, and financial condition could be adversely affected.

In addition, government regulation relating to pricing, competition,
deregulation, and other matters has the capacity to greatly affect the success
and profitability of the Company's operations.

Price Regulation of Distribution

The operations of WPD South West are regulated under its distribution
license, pursuant to which income generated by the distribution business is
subject to a price cap regulatory framework that provides economic incentives to
increase efficiency and reduce costs while maintaining an appropriate quality of
supply and enabling the company to finance new investments and provide a return
to investors.

In December 1999, the UK electricity industry Regulator published final
price proposals for distribution price control for the 12 regional electricity
distribution businesses in England and Wales, including WPD South West. For WPD
South West, those proposals represented a 20% reduction to distribution prices
effective April 2000, followed by reductions in real terms of 3% each year from
April 2001. This price control is scheduled to operate until March 2005.

There can be no assurance that these price reductions, and potential
further reductions following additional reviews in the future, will not
adversely affect the Company's profitability and the value of its securities.

Changes in Technology May Significantly Impact the Company's Business
by Making Its Distribution Network Less Competitive

The Company's business is presently focused on distributing power from
central power plants. Research and development activities are, however, ongoing
to seek improvements in alternative electricity generation methods, most notably
fuel cells, microturbines, windmills, and photovoltaic (solar) cells. It is
possible that advances will reduce the cost of alternative methods of
electricity production (perhaps in combination with tax or regulatory incentives
favoring such alternative methods of electricity production) to a level that is
equal to or below that of most central station electric production. If this were
to happen, WPD South West's distribution network might need to be reconfigured,
and the value of WPD South West's distribution network may be significantly
impaired.

II-12

The Company's Facilities May Not Operate as Planned, Which May Lead to
Poor Financial Performance

The Company's operations involve many risks, including the breakdown or
failure of distribution equipment or other equipment or processes, labor
disputes, fuel interruption, adverse impact from the plant of connected parties,
and operating performance below expected levels. In addition, weather-related
incidents and other natural disasters can disrupt both generation and
transmission delivery systems. Operation of WPD South West's distribution
network below expected efficiency levels may result in lost revenues or
increased expenses, including higher maintenance costs and penalties.

II-13

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

SIUK plc and Subsidiaries

Index to the Consolidated Financial Statements

Page
-----
Management's Report.......................................... II-15
Report of Independent Public Accountants..................... II-16
Consolidated Statements of Income............................ II-17
Consolidated Statements of Changes in Stockholder's Equity... II-18
Consolidated Statements of Cash Flows........................ II-19
Consolidated Balance Sheets.................................. II-20
Notes to the Consolidated Financial Statements............... II-22

II-14

SIUK plc AND SUBSIDIARIES

MANAGEMENT'S REPORT
2002 Annual Report

The management of the Company has prepared, and is responsible for, the
consolidated financial statements and related information included in this
report. These statements were prepared in accordance with accounting principles
generally accepted in the United States of America appropriate in the
circumstances and necessarily include amounts that are based on the best
estimates and judgments of management. Financial information throughout this
annual report is consistent with the financial statements.

The Company maintains a system of internal accounting controls to provide
reasonable assurance that assets are safeguarded and that books and records
reflect only authorized transactions of the Company. Limitations exist in any
system of internal controls, however, based on a recognition that the cost of
the system should not exceed its benefits. The Company believes its system of
internal accounting controls maintains an appropriate cost/benefit relationship.

The Company's system of internal accounting controls is evaluated on an
ongoing basis by the Company's internal audit staff. The Company's independent
public accountants also consider certain elements of the internal control system
in order to determine their auditing procedures for the purpose of expressing an
opinion on the financial statements.

Management believes that its policies and procedures provide reasonable
assurance that the Company's operations are conducted according to a high
standard of business ethics.

In management's opinion, the consolidated financial statements present
fairly, in all material respects, the financial position, results of operations,
and cash flows of the Company and its subsidiaries in conformity with accounting
principles generally accepted in the United States of America.

Richard F. Owen D. Charl S. Oosthuizen
Chairman and Chief Executive Officer Chief Financial and Accounting Officer

June 27, 2002

II-15

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of SIUK plc:

We have audited the accompanying consolidated balance sheets of SIUK plc
(the "Company" being a company incorporated in England and Wales) and
SUBSIDIARIES as of March 31, 2002 and 2001, and the related consolidated
statements of income, changes in stockholder`s equity and cash flows for each of
the three years in the period ended March 31, 2002. These financial statements
are the responsibility of the Company'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, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of SIUK
plc and subsidiaries as of March 31, 2002 and 2001 and the consolidated results
of its operations, changes in stockholder's equity and cash flows for each of
the three years in the period ended March 31, 2002, in conformity with
accounting principles generally accepted in the United States of America.

ARTHUR ANDERSEN
Bristol, England

June 27, 2002

II-16

SIUK plc AND SUBSIDIARIES
FOR THE YEARS ENDED MARCH 31, 2002, 2001, AND 2000

CONSOLIDATED STATEMENTS OF INCOME
(In Millions)

2002 2001 2000
--------------- ------ ------

(Note 1)

OPERATING REVENUES (pound) 244 $ 348 (pound) 234 (pound) 275
COST OF SALES 24 34 23 20
------ ------ ------ ------
GROSS MARGIN 220 314 211 255
------ ------ ------ ------

OPERATING EXPENSES:
Maintenance 29 42 34 35
Depreciation and amortization 42 60 48 56
Selling, general and administrative 19 27 28 26
Pension income (25) (36) (20) (19)
Write down of meters (Note 2) - - - 22
Incremental expenses incurred as a direct consequence of
the disposal of the supply business (Note 15) - - - 3
------ ------ ------ ------
Total operating expenses 65 93 90 123
------ ------ ------ ------

OPERATING INCOME FROM CONTINUING OPERATIONS 155 221 121 132
------ ------ ------ ------

OTHER INCOME (EXPENSE):
Interest income 1 1 4 2
Interest income from affiliated companies 25 36 26 20
Interest expense (52) (73) (60) (56)
Investment income 3 4 5 7
Write-down of investments (Note 2) (13) (19) - -
Gain on recognition of deferred contingent consideration
(Note 3) - - 16 -
Gain on sale of real estate 8 11 - -
------ ------ ------ ------
Total other expense (28) (40) (9) (27)
------ ------ ------ ------

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 127 181 112 105

(PROVISION) BENEFIT FOR INCOME TAXES:
Customary provision for income taxes (38) (54) (27) (23)
Write-back of consortium tax liability (Note 2) 12 17 - -
------ ------ ------ -----
NET INCOME FROM CONTINUING OPERATIONS 101 144 85 82

DISCONTINUED OPERATIONS:
Income from operations of electricity supply business, less applicable
income taxes of (pound)- ($-), (pound)- and (pound)2 - - - 4
Gain on disposal of electricity supply business, less applicable
income taxes of (pound)- ($-), (pound)3 and (pound)49 (Note 15) - - 7 125
------ ------ ------ ------
NET INCOME (pound) 101 $ 144 (pound) 92 (pound) 211
============ ====== ============ ============

The accompanying notes are an integral part of these consolidated financial statements.

II-17

SIUK plc AND SUBSIDIARIES
FOR THE YEARS ENDED MARCH 31, 2002, 2001, AND 2000

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

(In Millions)

Number of Retained Accumulated
Ordinary Common Earnings Other Comprehensive
Shares Stock (Deficit) Comprehensive Income (Loss)
Loss

---------- ------------ ------------ -------------- --------------

Balance, March 31, 1999 902 (pound) 902 (pound) (146) (pound) -

Net income - - 211 - (pound)211
----------
Comprehensive income - - - - (pound)211
==========
Dividends declared on common stock - - (188) -
----- ----- ----- -----
Balance, March 31, 2000 902 902 (123) -

Net income - - 92 - 92
Other comprehensive loss - - - (16) (16)
---------
Comprehensive income - - - - (pound)76
=========
Dividends declared on common stock - - (27) -
----- ----- ----- -----
Balance, March 31, 2001 902 902 (58) (16)

Net income - - 101 - 101
Other comprehensive income - - - 4 4
------
Comprehensive income - - - - (pound)105
==========
Dividends declared on common stock - - (78) -
----- ----- ----- -----
Balance, March 31, 2002 902 (pound) 902 (pound)(35) (pound)(12)
===== =========== =========== ===========

The accompanying notes are an integral part of these consolidated financial statements.

II-18

SIUK plc AND SUBSIDIARIES
FOR THE YEARS ENDED MARCH 31, 2002, 2001, AND 2000

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

2002 2001 2000
------------------- ------- --------

(Note 1)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (pound) 101 $ 144 (pound)92 (pound) 211
----------- ----- --------- -----------
Adjustments to reconcile net income to net cash provided
from operating activities:
Income from operations of discontinued electricity
supply business - - - (4)
Gain on disposal of electricity supply business (Note 15) - - (7) (125)
Gain on disposal of real estate (8) (11) - -
Depreciation and amortization 42 60 48 56
Write down of investments (Note 2) 13 19 - -
Write down of meters (Note 2) - - - 22
Gain on recognition of deferred contingent consideration - - (16) -
Deferred income taxes 12 17 10 5
Changes in assets and liabilities:
Receivables, net 8 11 10 (49)
Prepaid pension cost (25) (36) (25) (21)
Accounts payable (1) (1) 2 37
Accrued income taxes (3) (4) (1) (4)
Other, net 2 3 (6) (4)
----- ----- ----- -----
Total adjustments 40 58 15 (87)
----- ----- ----- -----
Net cash provided from operating activities 141 202 107 124
----- ----- ----- -----

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (66) (94) (73) (67)
Loan to affiliated company 85 121 (85) -
Proceeds from sale of electricity supply business (Note 15) - - - 160
Proceeds from sale of real estate 13 19 - -
(Purchase) proceeds from sales of investments (1) (1) 3 5
Consideration received in respect of disposals made in
previous years 16 22 - -
----- ----- ----- -----
Net cash provided from (used for) investing activities 47 67 (155) 98
----- ----- ----- -----

CASH FLOWS FROM FINANCING ACTIVITIES:
Change in short term borrowings (109) (156) 75 (57)
Loan to affiliated company 101 144 - -
Repayment of long term debt (101) (144) (1) -
Payment of dividends (78) (111) (27) (188)
----- ----- ----- -----
Net cash (used for) provided from financing activities (187) (267) 47 (245)
----- ----- ----- -----

CASH PROVIDED BY DISCONTINUED OPERATIONS - - - 20
----- ----- ----- -----

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1 2 (1) (3)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1 1 2 5
----- ----- ----- -----
CASH AND CASH EQUIVALENTS AT END OF YEAR (pound) 2 $ 3 (pound)1 (pound) 2
======== ===== ======== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for:
Interest (net of amount capitalized) (pound) 55 $ 78 (pound)58 (pound) 56
========== ===== ========= ===========
Income taxes (pound) 17 $ 24 (pound)17 (pound) 25
========== ===== ========= ===========

The accompanying notes are an integral part of these consolidated financial statements.

II-19

SIUK plc AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

AT MARCH 31, 2002 and 2001

(In Millions)

ASSETS 2002 2001
- ----------------------------------------------------------------------------- ---------------------------- -----------

(Note 1)

PROPERTY, PLANT, AND EQUIPMENT (Note 10) (pound) 1,549 $ 2,207 (pound) 1,539
Less accumulated provision for depreciation 242 345 247
------- -------- ------
Property, plant, and equipment, net 1,307 1,862 1,292
------- -------- ------

OTHER NONCURRENT ASSETS:
Investments (Note 13) 2 3 15
Prepaid pension cost (Note 5) 198 282 170
Goodwill 158 225 158
Loans to affiliated company (Notes 9 and 12) 292 416 410
Derivative hedging instruments (Notes 4 and 9) 51 73 56
Premium in respect of loans to affiliated company and related
hedges, net of accumulated amortization of (pound)25 ($36) at
March 31, 2002 and (pound)20 at March 31,2001 (Note 12) 17 24 22
------- -------- -------
Total other noncurrent assets 718 1,023 831
------- -------- -------

CURRENT ASSETS:
Cash and cash equivalents 2 3 1
Investments (Note 13) 11 16 10
Receivables:
Customer accounts, less provision for uncollectables of(pound)2 ($3)
at March 31, 2002 and(pound)5 at March 31, 2001 43 61 43
Loan to affiliated company - - 85
Other 16 23 20
------- -------- -------
Receivables, net 59 84 148
Real estate for sale, materials and supplies 4 6 5
Accrued deferred contingent consideration (Note 3) - - 16
Derivative hedging instruments (Notes 4 and 9) 8 11 25
Prepaid expenses 14 20 13
------- -------- -------
Total current assets 98 140 218
------- -------- --------

TOTAL ASSETS (pound) 2,123 $ 3,025 (pound)2,341
============= ======== ============

The accompanying notes are an integral part of these consolidated financial statements.

II-20

SIUK plc AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

AT MARCH 31, 2002 and 2001

(In Millions)

STOCKHOLDER'S EQUITY AND LIABILITIES 2002 2001
- ----------------------------------------------------------------------------- ------------------------------ -----------

(Note 1)
STOCKHOLDER'S EQUITY:
Common stock,(pound)1 par value, 902,128,735 shares authorized,
issued and outstanding (pound) 902 $ 1,285 (pound) 902
Accumulated other comprehensive loss (Note 4) (12) (17) (16)
Retained deficit (35) (50) (58)
------- ------- -------
Total stockholder's equity 855 1,218 828
------- ------- -------

COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF SIUK
CAPITAL TRUST I HOLDING COMPANY JUNIOR SUBORDINATED DEBENTURES
(Note 12) 58 83 58

COMMITMENTS AND CONTINGENT MATTERS (Notes 2, 3, 5, 9 and 12)

NONCURRENT LIABILITIES:
Long-term debt (Note 12) 233 332 234
Deferred income taxes (Note 8) 433 617 419
Derivative hedging instruments (Notes 4 and 9) 64 91 75
Other 6 9 10
------- ------- -------
Total noncurrent liabilities 736 1,049 738
------- ------- -------

CURRENT LIABILITIES:
Short-term debt (Note 12) 307 438 417
Current portion of long-term debt (Note 12) - - 118
Accounts payable 5 7 6
Taxes accrued 43 61 46
Accrued interest 4 6 9
Derivative hedging instruments (Notes 4 and 9) 15 21 29
Other 100 142 92
-------- ------- -------
Total current liabilities 474 675 717
-------- ------- -------

TOTAL STOCKHOLDER'S EQUITY AND LIABILITIES (pound) 2,123 $3,025 (pound) 2,341
============== ======= =============

The accompanying notes are an integral part of these consolidated financial statements.

II-21

SIUK plc AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The Company is a wholly owned subsidiary of Holdings, which itself is a
wholly owned subsidiary of Holdings UK. Until September 2001, Holdings UK was
the ultimate UK holding company. At that time, the two owners agreed on a group
reconstruction whereby WPDH became the ultimate UK holding company. The rights
of the two owners remained unchanged.

WPDH is owned 49% indirectly by Mirant and 51% indirectly by PPL. Until
December 2000, Mirant held a majority of the voting shares in WPDH and had the
right to appoint a majority of directors. From December 2000, Mirant and PPL
have had equal management control.

Basis of Presentation. The financial statements of the Company are presented in
pounds sterling ((pound)) and in conformity with accounting principles generally
accepted in the United States ("US GAAP"). The accompanying financial statements
have not been prepared in accordance with the policies of Statement of Financial
Accounting Standards No. 71, "Accounting for the Effects of Certain Types of
Regulation" ("SFAS No. 71"). This pronouncement, under which most US electric
utilities report financial statements, applies to entities which are subject to
cost-based rate regulation. By contrast, WPD South West is not subject to rate
regulation, but, rather is subject to price cap regulation and therefore the
provisions of SFAS No. 71 do not apply. Financial statements presented in
accordance with SFAS No. 71 contain deferred items which have not yet been
included in rates charged to customers in compliance with the respective
regulatory authorities, but which would have been included in the income
statement of enterprises in general under US GAAP. The accompanying financial
statements of the Company do not contain such deferrals.

The consolidated financial statements include the accounts of the Company
and its wholly owned and majority owned subsidiaries and have been prepared from
records maintained by WPD South West in the United Kingdom. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Investments in companies in which the Company's ownership interests range from
20% to 50% and the Company exercises significant influence over operating and
financial policies are accounted for using the equity method. Other investments
in not publicly traded companies are accounted for using the cost method (Note
13).

Solely for the convenience of the reader, certain pounds sterling amounts
included in the financial statements have been translated into US dollars at the
exchange rate of $1.4250 = (pound)1.00, the noon buying rate in New York City
for cable transfers in pounds sterling as certified for customs purposes by the
Federal Reserve Bank of New York on March 31, 2002. This presentation has not
been translated in accordance with Statement of Financial Accounting Standard
No. 52, "Foreign Currency Translation". You should not construe these
translations as representations that the pound sterling amounts actually
represent such dollar amounts or could be converted into US dollars at the rates
indicated or at any other rates.

II-22

SIUK plc AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The following table sets out the exchange rate for previous periods:

Fiscal Year Period end Average (1) High Low
----------- ---------- ----------- ---- ----
($ per(pound)1.00)

1998............. 1.68 1.65 1.69 1.61

1999............. 1.61 1.65 1.70 1.60

2000............. 1.59 1.61 1.65 1.58

2001............. 1.42 1.48 1.59 1.42

2002............. 1.43 1.43 1.47 1.41

(1) The average of the Noon Buying Rates in effect on the last business day
of each month during the relevant period.

Accounting Changes. In July 2001, the FASB issued SFAS No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." These
pronouncements significantly change the accounting for business combinations,
goodwill and intangible assets. SFAS No. 141 establishes that all business
combinations will be accounted for using the purchase method; use of the
pooling-of-interests method is no longer allowed. The statement further
clarifies the criteria to recognize intangible assets separately from goodwill.
The provisions of SFAS No. 141 are effective for all business combinations
initiated after June 30, 2001. SFAS No. 142 addresses financial accounting and
reporting for acquired goodwill and other intangible assets and, generally,
adopts a non-amortization and periodic impairment analysis approach to goodwill
and indefinitely-lived intangibles. The Company adopted early application of
the provisions of SFAS No. 142 effective from April 1, 2001.

As a result of the adoption of SFAS No. 142, the Company discontinued
amortization of goodwill effective April 1, 2001. During the six months ended
September 30, 2001, the Company completed the transitional impairment test
required by SFAS No. 142 and did not record any impairment of goodwill. Net
income for fiscal year 2001 has been adjusted below to exclude amortization
related to goodwill recognized in business combinations.

Year Ended Year Ended
March 31, 2001 March 31, 2000
--------------- --------------
(In millions)

Reported net income from continuing operations.. (pound) 85 (pound) 82
Add back: Goodwill amortization................. 5 5
----- -----
Adjusted net income from continuing operations.. (pound) 90 (pound) 87
========== ===========

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 addresses financial accounting and
reporting obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The provisions of SFAS No. 143
are effective for the Company's 2004 fiscal year. The Company has not yet
determined the financial statement impact of this statement.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which Supersedes SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" and APB 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." SFAS No. 144 amends
accounting and reporting standards for the disposal of segments of a business
and addresses various issues related to the accounting for impairments or
disposals of long-lived assets. The provisions of SFAS No. 144 are effective for
the Company's 2003 fiscal year. The Company is currently assessing the financial
impact of this statement but has not yet determined the final impact.

Use of Estimates. The preparation of financial statements in conformity with US
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenue and expense during the reporting period. Actual results could differ
from those estimates.

II-23

SIUK plc AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Revenue Recognition. The Company records revenue net of value added tax ("VAT")
and accrues revenues for services provided but unbilled at the end of each
reporting period. Electricity revenues are recognized when services are provided
to end users and include an estimate for unbilled revenues, or the value of
electricity consumed by end users between the date of their last meter reading
and the period-end date.

Cash and Cash Equivalents. The Company considers all short-term investments with
an original maturity of three months or less to be cash equivalents.

Long-Lived Assets. The Company evaluates long-lived assets when events or
changes in circumstances indicate that the carrying value of such assets may not
be recoverable. The determination of whether an impairment has occurred is based
on an estimate of the undiscounted future cash flows attributable to the assets,
as compared to the carrying value of the assets. If an impairment has occurred,
the amount of the impairment recognized is determined by estimating the fair
value of the assets and recording a provision for loss if the carrying value is
greater than the fair value (Note 2).

Goodwill. The Company records goodwill for the excess of purchase price over the
fair value of investments. Goodwill is not amortized; it is tested annually for
impairment. The determination of whether an impairment has occurred is based on
an estimate of the fair value of goodwill, as compared to its carrying value.
Goodwill shown in the accompanying consolidated financial statements relates to
the acquisition of WPD South West (formerly South Western Electricity plc).

Property, Plant, and Equipment. Property, plant, and equipment are recorded at
fair market value as adjusted at the acquisition date in accordance with
Accounting Principles Board Opinion No. 16, "Accounting for Business
Combinations" ("APB No. 16") as superseded by SFAS No. 141, "Business
Combinations". Items capitalized subsequent to the acquisition are recorded at
original cost, which includes materials, labor, appropriate administrative and
general costs, and the estimated cost of debt funds used during construction.

Depreciation of the recorded cost of depreciable property, plant, and
equipment is provided primarily by using composite straight-line rates, which
approximate 3.2% per year (2.5% per year for depreciable utility plant in
service).

Upon the retirement or sale of assets, the cost of such assets and the
related accumulated depreciation are removed from the balance sheet and the gain
or loss, if any, is credited or charged to income.

Information Technology Consultancy and Development Costs. Significant
information technology ("IT") consultancy and development costs are capitalized
when they become technologically feasible and are amortized over their estimated
useful economic life from the date of first use. Other IT consultancy and
development costs are charged to income in the period in which they are
incurred.

Investments. The Company accounts for its current investments in accordance with
SFAS No. 115, "Accounting for Investments for Certain Debt and Equity
Securities". These investments represent investments in debt securities, which
management classifies as available-for-sale securities in accordance with SFAS
No. 115. The Company's long-term investments consist of investments accounted
for using the cost method (Note 13).

The Company recognizes gains on the sale of fixed asset investments once
the receipt of this income is certain. In fiscal year 2001, the Company
recognized a gain in respect of a sale in fiscal year 1997 (Note 3).

Income Taxes. SFAS No. 109, "Accounting for Income Taxes", requires the asset
and liability approach for financial accounting and reporting for deferred
income taxes. The Company uses the liability method of accounting for deferred
income taxes and provides deferred income taxes for all significant income tax
temporary differences (Note 8).

II-24

SIUK plc AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Financial Instruments. Derivative financial instruments are used to manage
exposures to fluctuations in interest rates and foreign currency exchange rates.
SFAS No. 133 requires that derivative instruments be recorded in the balance
sheet at fair value as either assets or liabilities, and that changes in fair
value be recognized currently in earnings, unless specific hedge criteria are
met. If the derivative is designated as a fair value hedge, the changes in the
fair value of the derivative and of the hedged item attributable to the hedged
risk are recognized currently in earnings. If the derivative is designated as a
cash flow hedge, the changes in fair value of the derivative are recorded in OCI
and the gains and losses related to these derivatives are recognized in earnings
in the same period as the settlement of the underlying hedged transaction. Any
ineffectiveness relating to these hedges is recognized currently in earnings.

2. WRITE DOWN OF ASSETS

The Company is approximately an 8% equity investor in the 1,925 megawatt
Teesside Power Station, located in northern England. Enron participates in
Teesside through its European affiliates as an owner, an operator and a power
purchaser of the project. In November 2001, various subsidiaries of Enron went
into administration (bankruptcy), resulting in Enron, as a power purchaser,
failing to perform its obligations relating to Teesside. This has created
significant financial difficulties for Teesside, in particular its ability to
service its debt, and placed the ongoing viability of the project at significant
risk. On May 31, 2002, a restructuring package was agreed with Teesside's
lenders to allow it to continue to operate. However, no further dividends are
expected to be received from the project. As part of the restructuring it was
agreed that shareholders will not need to repay the value of consortium tax
relief taken previously. Therefore, the Company has written off its (pound)13
million equity investment in Teesside, and written back (pound)12 million of
consortium tax relief taken.

In April 2000, metering services, meter reading and data services for the
domestic and small business market were opened to competition. Metering services
include the provision, installation and maintenance of a meter in a customer's
premises. Meter reading and data services include the collection of meter
reading, aggregation and processing of this data. New license conditions were
introduced obligating distribution companies to offer terms separately for
metering provision, meter operation, data collection and aggregation services to
all suppliers in the domestic market, and to publish a statement of charges for
these activities. An estimate of the undiscounted future cash flows based on WPD
South West's statement of charges for metering services was compared to the
carrying value of the assets and it was determined that the assets were
impaired. As a result the Company recorded a write-down of (pound)22 million, in
the third quarter of fiscal year 2000, to reflect the amount by which the
carrying value of meters exceeded their fair value. The fair value was
determined by discounting the future cash flows.

3. GAIN ON RECOGNITION OF DEFERRED CONTINGENT CONSIDERATION

During fiscal year 1996, WPD South West sold its shares of The National
Grid Holding plc ("NGH") into the market, following the listing of the NGH
shares on the London Stock Exchange. Prior to the sale, part of the shareholding
was transferred to three, previously dormant, wholly owned subsidiaries. These
companies sold the shares of NGH in open market transactions during December
1995 and January 1996 generating a taxable gain, resulting in an income tax
liability of (pound)24 million. The companies received a capital contribution
from WPD South West to fund the tax obligation. In October 1996 the companies
were sold to a third party for a nominal price. The sale contract provided for
the payment of contingent consideration based on the third party's ability to
utilize its own existing capital losses to offset the realized gains on the NGH
sale. The agreement provided for (pound)16 million to be paid to WPD South West
upon finalization of the relevant tax returns for the period in question. The
last tax return was agreed by the Inland Revenue in February 2001 and the
deferred contingent consideration was received in April 2001.

4. COMPREHENSIVE INCOME

Comprehensive income includes unrealized gains and losses on certain
derivatives which qualify as cash flow hedges. The effect of other comprehensive
income (loss) is set forth in the accompanying consolidated statement of
stockholders' equity.

II-25

SIUK plc AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Components of accumulated other comprehensive loss consisted of the
following (in millions):

Balance, March 31, 2001.................................. (pound) (16)

Other comprehensive income for the period:
Net change in fair value of derivative instruments,
net of tax.......................................... -
Reclassification to earnings, net of tax............... 4
------
Other comprehensive income............................... 4
------
Balance, March 31, 2002.................................. (pound) (12)
============

The Company estimates that (pound)5 million of net derivative after-tax
losses included in OCI as of March 31, 2002 will be reclassified into earnings
or otherwise settled within the next twelve months as certain forecasted
transactions relating to interest payments become realized.

5. RETIREMENT BENEFITS

WPD South West has two pension plans, a defined benefit plan and a
defined contribution plan. The measurement date for plan assets and obligations
is December 31 for each year.

Defined Benefit Plan. WPD South West participates in the Electricity Supply
Pension Scheme ("ESPS"), which provides pension and other related defined
benefits, based on final pensionable pay, to substantially all employees
throughout the Electricity Supply Industry in the United Kingdom ("UK").
Contributions to the plan by WPD South West on behalf of its employees were
(pound)0.1 million ($0.1 million) for the fiscal year 2002, (pound)0.1 million
for the fiscal year 2001 and (pound)0.2 million for the fiscal year 2000.

Defined Contribution Plan. The defined contribution plan was established in
fiscal year 1994. The scheme provides broadly money purchase and lump sum
benefits payable to members on their retirement or to a member's dependants when
he or she dies. The assets of the plan are held in a range of pooled index
funds. On April 1, 2001, substantially all of the active members in this scheme
transferred to the ESPS scheme based on defined benefits.

Changes during the year in the projected benefit obligations and the fair
value of the plan assets were as follows (in millions):

March 31, 2002 March 31, 2001
------------------------ --------------

Change in projected benefit obligation
Benefit obligation at beginning of year........................... (pound) 668 $ 952 (pound) 580
Service cost...................................................... 7 10 6
Interest cost..................................................... 33 47 36
Actuarial (gain) loss............................................. (13) (19) 89
Benefits paid..................................................... (42) (60) (43)
------ ------ ------
Benefit obligations at end of year................................ (pound) 653 $ 930 (pound) 668
------------ ------ ------------

Plan Assets
Fair value of plan assets at beginning of year.................... (pound) 801 $ 1,141 (pound) 853
Actual return on plan assets...................................... (82) (117) (10)
Employee contributions............................................ 2 3 1
Benefits paid..................................................... (42) (60) (43)
------- ------ ------
Fair value of plan assets at end of year.......................... (pound) 679 $ 967 (pound) 801
------------ ------ ------------

Reconciliation of funded status
Funded status of plan............................................. (pound) 26 $ 37 (pound) 133
Unrecognized prior service cost................................... 22 31 24
Unrecognized net loss............................................. 150 214 13
------ ------ ------
Prepaid pension cost in the Consolidated Balance Sheet............ (pound) 198 $ 282 (pound) 170
------------ ------ ------------

II-26

SIUK plc AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The components of the plan's net periodic income (excluding the impact of
the electricity supply sale in fiscal year 2000) were as follows (in millions):

Fiscal Year Fiscal Year Fiscal Year
2002 2001 2000
---------------- --------- ---------

Service cost...................................................... (pound) 7 $ 10 (pound) 6 (pound) 8
Interest cost..................................................... 33 47 36 36
Expected return on plan assets.................................... (68) (97) (68) (60)
Amortization of prior service cost................................ 2 3 2 1
----- ----- ----- -----
Gross benefit credit.............................................. (26) (37) (24) (15)
Employee contributions............................................ (2) (3) (1) (2)
----- ----- ----- -----
Net pension income................................................ (28) (40) (25) (17)
----- ----- ----- -----

The assumptions used in the actuarial calculations were as follows:

Fiscal Year Fiscal Year Fiscal Year
2002 2001 2000
------- ------- ------
Discount rate..................................................... 5.75% 5.75% 6.50%
Expected rate of return on assets................................. 8.75% 8.75% 8.75%
Rate of pay increase.............................................. 4.00% 4.00% 4.00%

6. COMMITMENTS AND CONTINGENT MATTERS

Operating Leases

Fiscal year
2003............................................... (pound) 1
2004............................................... 1
2005............................................... 1
2006............................................... 1
2007............................................... 1
2008 and thereafter................................ 3
-----
Total minimum payment................................ (pound) 8
=========

Labor Subject to Collective Bargaining Agreements

II-27

SIUK plc AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

7. SEGMENT AND RELATED INFORMATION

The Company's principal business segment is electricity distribution,
which involves the transfer of electricity from the high voltage transmission
system, and its delivery, across lower voltage distribution systems, to
consumers. Included in "Other" are ancillary business activities that generally
support WPD South West's distribution business, including electricity generation
for standby purposes, property and telecommunications, as well as corporate
items and assets not allocated to specific segments. Interest expense and taxes
are wholly allocated to "Other" and are disclosed in the Consolidated Income
Statements. With the exception of total assets employed and capital
expenditures, the values below exclude discontinued operations.

Business Segments

Fiscal Year Distribution Other Eliminations Consolidated
- ----------- ----------------- ---------------- ------------------ -----------------

(in millions)
2002
Operating revenues (pound) 223 $ 318 (pound) 28 $ 40 (pound)(7) $ (10) (pound) 244 $ 348
Depreciation and Amortization 38 54 4 6 - - 42 60
Operating income 144 205 11 16 - - 155 221
Total assets employed at year-end 1,693 2,412 430 613 - - 2,123 3,025
Capital expenditures 62 88 4 6 - - 66 94

2001
Operating revenues (pound) 217 (pound) 23 (pound) (6) (pound) 234
Depreciation and Amortization 44 4 - 48
Operating income 112 9 - 121
Total assets employed at year-end 1,627 714 - 2,341
Capital expenditures 63 10 - 73

2000
Operating revenues (pound) 247 (pound) 46 (pound)(18) (pound) 275
Depreciation and Amortization 52 4 - 56
Operating income 107 25 - 132
Total assets employed at year-end 1,592 465 - 2,057
Capital expenditures 63 4 - 67

8. INCOME TAXES

Details of the income tax provision for fiscal years 2002, 2001 and 2000
are as follows (in millions):

Fiscal Year Fiscal Year Fiscal Year
2002 2001 2000
--------------- ---------- ----------

Income Tax Provision:
Income tax from continuing operations:
Current provision (pound) 26 $ 37 (pound) 17 (pound) 18
Deferred provision 12 17 10 5
------ ------ ------ ------
38 54 (pound) 27 (pound) 23
Write-back of consortium tax liability (12) (17) - -
------ ------ ------ ------
Total provision from continuing operations (pound) 26 $ 37 (pound) 27 (pound) 23
=========== ====== =========== ===========

Income tax from discontinued operations:
Current provision (pound) - $ - (pound) - (pound) 2
Tax on disposal of discontinued operations - - 3 49
------ ------ ------ ------
Total provision from discontinued operations (pound) - $ - (pound) 3 (pound) 51
========== ====== =========== ===========

II-28

SIUK plc AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The tax effects of temporary differences between the carrying amounts of
assets and liabilities in the financial statements and their respective tax
bases which give rise to deferred tax assets and liabilities are as follows (in
millions):

March 31, March 31,
2002 2001
------------------- -----------

Deferred tax liabilities:
Property, plant, and equipment basis differences........(pound)340 $ 485 (pound) 338
Pensions................................................ 59 84 51
Heldover gain........................................... 40 57 40
----- ----- ----
Total........................................... 439 626 429
Deferred tax assets:
Accruals, including acquisition related items.. 6 9 10
----- ----- -----
Net deferred tax liabilities (pound) 433 $ 617 (pound) 419
=========== ====== ===========

A reconciliation of the Company's UK statutory income tax rate to the
effective customary income tax rate for continuing operations for fiscal years
2002, 2001 and 2000 (excluding the impact of the consortium tax liability
write-back in fiscal year 2002) is as follows:

Fiscal Year Fiscal Year Fiscal Year
2002 2001 2000
---- ---- ----

UK statutory income tax rate 30% 30% 30%
Nondeductible amortization of goodwill - 1 1
Other permanent differences - (7) (9)
---- ---- ----
Effective customary income tax rate 30% 24% 22%
==== ==== ====

9. FINANCIAL INSTRUMENTS

Derivative Hedging Instruments

The Company uses derivative instruments to manage exposures arising from
changes in interest rates and foreign currency exchange. The Company's
objectives for holding derivatives are to minimize the risks using the most
effective methods to eliminate or reduce the impacts of these exposures.

Derivative gains and losses arising from cash flow hedges that are
included in OCI are reclassified into earnings in the same period as the
settlement of the underlying transaction. In fiscal year 2002, (pound)7 million
of pre-tax derivative losses was reclassified to other income/expense. The
maximum term over which the Company is hedging exposures to the variability of
cash flows is through 2012.

II-29

SIUK plc AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Interest Rate Hedging

The Company's policy is to manage interest expense using a combination of
fixed- and variable-rate debt. To manage this mix in a cost-efficient manner,
the Company enters into interest rate swaps in which it agrees to exchange, at
specified intervals, the difference between fixed and variable interest amounts
calculated by reference to agreed-upon notional principal amounts. These swaps
are designated to hedge underlying debt obligations. For qualifying hedges, the
changes in the fair value of gains and losses of the swaps are deferred in OCI,
net of tax, and the interest rate differential is reclassified from OCI to
interest expense as an adjustment over the life of the swaps.

Foreign Currency Hedging

The Company utilizes cross currency swaps and other derivatives that
offset the effect of exchange rate fluctuations on US dollar denominated
instruments and fixes the interest rate exposure. These derivatives qualify as
cash flow hedges, and gains and losses on the derivatives are deferred in OCI,
net of tax, until the forecasted transaction affects earnings. The
reclassification is then made from OCI to earnings to the same expense or income
category as the hedged transaction.

Credit Risk

The Company is exposed to losses in the event of nonperformance by
counterparties to its derivative financial instruments. The Company has
established controls to determine and monitor the creditworthiness of
counterparties in order to mitigate the Company's exposure to counterparty
credit risk. The Company is unaware of any counterparties that will fail to meet
their obligations.

Fair Values

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments,"
requires the disclosure of the fair value of all financial instruments.

The carrying or notional amounts and fair values of the Company's
financial instruments at March 31, 2002 and 2001 were as follows (in millions):

March 31, 2002 March 31, 2001
------------------ ------------------

Carrying Fair Value Carrying Fair Value
Amount Amount
Liabilities
Long-term debt, including current portion (pound) 233 (pound) 234 (pound) 352 (pound) 350
Preferred securities (pound) 58 (pound) 62 (pound) 58 (pound) 45
Receivables
Loans to affiliated company (pound) 292 (pound) 296 (pound) 410 (pound) 395

The fair values for long-term debt and preferred securities were based on
the closing market price.

II-30

SIUK plc AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

10. PROPERTY, PLANT, AND EQUIPMENT

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

March 31, 2002 March 31, 2001
------------------- --------------

Distribution network................... (pound) 1,315 $ 1,874 (pound) 1,279
Non-network land and buildings......... 24 34 30
Other ................................ 51 72 49
Consumer contributions................. (83) (118) (66)
------- ------- -------
Property, plant, and equipment, net.... (pound) 1,307 $ 1,862 (pound) 1,292
-------------- ------- --------------

11. CAPITAL BUDGET

The Company's capital expenditure for the fiscal year 2002 was (pound)66
million ($94 million); for the fiscal years 2003 and 2004 capital expenditures
are estimated to be (pound)64 million and (pound)68 million respectively. The
capital budget is subject to periodic review and revision, and actual capital
cost incurred may vary from the above statement because of numerous factors. The
factors include: changes in business conditions; revised load growth
projections; change in regulatory requirements; and increasing costs of labor,
equipment, and materials.

12. DEBT

As of March 31, 2002, the Company has $332 million Senior Notes in the
US; $168 million of the Senior Notes were redeemed on maturity in November 2001.
The Company entered into currency swap transactions that effectively convert the
US dollar obligations of the Senior Notes into pounds sterling obligations, with
a nominal value at March 31, 2002 of (pound)199 million at a rate of 7.73%.

SIUK Capital Trust I (the "Trust") issued $82 million of its 8.23%
preferred securities and invested the proceeds thereof in 8.23% subordinated
debentures issued by the Company, which are scheduled to mature on February 1,
2027. The Company guarantees the Trust's obligations under the preferred
securities. The Company has also entered into foreign currency swap contracts to
hedge the currency risk associated with the interest and principal on the
preferred securities, by swapping the US dollar liabilities back to pounds
sterling for the period to February 2007. The nominal value of the swapped
liabilities at March 31, 2002 is (pound)50 million at a rate of 7.78%. The
Company owns all of the common securities of the Trust, all of the assets of
which are the aforementioned subordinated debentures of the Company in the
aggregate principal amount of $84.5 million.

The Company considers that the mechanisms and obligations relating to the
preferred securities, taken together, constitute a full and unconditional
guarantee by the Company of the Trust's payment obligations with respect to the
preferred securities.

In December 1998 a more efficient capital structure for Holdings UK and
the Company was put in place. At that time, Holdings UK became a co-obligor of
the Company's existing long-term debt and subordinated debentures. Sums totaling
(pound)402 million were contributed to the Company for newly issued shares and
the Company made three US dollar loans, totaling $584 million ((pound)351
million) to Holdings UK on the same terms as the existing long-term debt and
subordinated debentures. At March 31, 2002, the carrying value of these loans
was (pound)292 million (Note 9). In consideration of entering into these loans
and their related currency and interest rate swaps, the Company made premium
payments (independently calculated as a fair arms-length value between
unconnected parties) of $84 million ((pound)51 million) to Holdings UK. Of the
premium payments, (pound)42 million is being amortized over the life of the
respective loans and swaps, and (pound)9 million represented accrued interest.

II-31

SIUK plc AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

As of March 31, 2002, sources of liquidity included a $500 million
revolving credit facility provided by a syndicate of banks. In addition, the
Company had (pound)94 million committed and (pound)95 million uncommitted lines
of credit with banks. The Company's existing facilities and cash position, along
with any new facilities to be arranged, are expected to provide sufficient
liquidity for working capital and capital expenditures through fiscal year 2003.
As of March 31, 2002, the Company and WPD South West had drawn $356 million
under the revolving credit facility and (pound)44 million under committed lines
of credit with banks. Additionally, the Company held (pound)2 million in
unrestricted cash.

Excluding swap agreements between the Company and WPD Holdings UK, at
March 31, 2002, the Company and WPD South West had sterling interest rate swaps
expiring between 2003 and 2012, with notional amounts totaling (pound)499
million, and had cross currency swaps expiring between 2006 and 2007, with
notional amounts totaling (pound)249 million.

On May 10, 2002, the swaps were restructured. See Note 16.

13. INVESTMENTS

The Company's long-term investments accounted for under the cost method
include its 7.69% ownership of Teesside Power Limited (Note 2). The Company's
(pound)11 million of short-term investments are classified as available-for-sale
under SFAS No. 115, the fair value of which approximated cost at March 31, 2002.

14. COMMON STOCKHOLDER'S EQUITY

The Company holds the entire share capital of WPD South West. The Company
is primarily dependent upon dividends from WPD South West for its cash flow. WPD
South West can make distribution of dividends to the Company under English law
to the extent that it has distributable reserves, subject to the retention of
sufficient financial resources to conduct its distribution business as required
by its regulatory license. The Company believes that currently sufficient
distributable reserves will continue to exist at WPD South West to allow for
reasonable and necessary dividends from WPD South West, through operations, to
be distributed to the Company. The directors of Distribution companies must also
certify to the Regulator that it is reasonably foreseeable that the declaration
of a dividend will not breach any license conditions. WPD South West has no
reason to believe that a breach of its license would occur from declaring a
reasonable dividend.

15. BUSINESS DEVELOPMENTS

In September 1999, WPD South West completed the sale of its electricity
supply business and certain related activities to London Electricity plc for
(pound)160 million and the assumption by the purchaser of certain liabilities.
The Company recorded an after tax gain on the sale of (pound)125 million in
fiscal year 2000. In fiscal year 2001, issues relating to working capital and
pension spin off value were resolved and a further (pound)7 million after tax
gain was recorded.

In October 2000, an affiliate acquired Hyder which owned numerous
businesses including that which owned and operated the electricity network in
South Wales. In March 2001, this business was transferred to the ownership of
the Company's indirect parent, WPD Holdings UK. The management of the Company
and of WPD South West has become involved in the electricity business in South
Wales, and this business will share a number of WPD South West's key systems.

II-32

SIUK plc AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

16. SUBSEQUENT EVENTS

II-33

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

II-34

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

MANAGEMENT

The following table sets forth certain information with respect to the
directors and executive officers of the Company as of March 31, 2002:

Name Age Position
---- --- ----------------------------------
Richard F. Owen............ 53 Director, Chief Executive Officer
D. Charl S. Oosthuizen..... 44 Director, Chief Financial and
Accounting Officer
Robert A. Symons........... 49 Director
Maurice E. Fletcher........ 52 Director
Robert W. Burke............ 42 Director
Roger L. Petersen.......... 51 Director
Rick L. Klingensmith....... 41 Director

Richard F. Owen - Director of the Company since April 2000. He currently
serves as Vice President of Operations and Business Development of Mirant's
European businesses. He previously served as Vice President of Operations and
Business Development of Mirant's Caribbean region and South America.

D. Charl S. Oosthuizen - Chief Financial and Accounting Officer of the
Company since June 1999 and also Finance Director of WPD South West since that
date. He previously served as General Manager, Information Resources at WPD from
April 1999 to May 1999, and as Assistant to the Chief Executive at WPD South
West from December 1997 to March 1999. He was Treasurer of WPD South West until
November 1997.

Robert A. Symons - Director of the Company since October 1997 and also
Distribution Director of WPD South West from that date. Effective March 31,
2000, he was appointed Chief Executive Officer of WPD South West. He previously
served as Network Services Manager in Plymouth for WPD South West from December
1994 to September 1997.

Maurice E. Fletcher - Director of the Company since October 1999 and also
a Director of WPD South West since that date until April 2001. He previously
served as Officer responsible for Human Resources for WPD South West.

Robert W. Burke - Director of the Company since April 2001. He currently
serves as Vice President and Chief Counsel of PPL Global. Prior to joining PPL
Global in 1996, he served as corporate counsel for Edison Mission Energy
Company.

Roger L. Petersen - Director of the Company since December 2001. He
currently serves as President of PPL Global. Prior to that time, he was
President of PPL Montana, Vice President and Chief Operating Officer of PPL
Global, and Vice President of PPL Global.

Rick L. Klingensmith - Director of the Company since April 2001. He
currently serves as Vice President - Finance of PPL Global responsible for all
of PPL Global's financial activities. From February to August 2000, he was
responsible for PPL Global's portfolio of businesses in the UK and Latin
America. Prior to joining PPL Global in February 2000, he was manager of energy
system assets and acquisitions at Air Products and Chemicals Inc.

On April 18, 2002, Christopher J. Edwards was appointed a Director of the
Company. Mr. Edwards currently serves as Chief Legal Counsel of Mirant's
European businesses. He previously served as senior legal advisor for Conoco
(U.K.) Limited.

The Shareholders' Agreement between Mirant-Europe, PPLG and WPDH provides
that Mirant and PPL are able to appoint an equal number of directors to the
Boards of WPDH, Holdings UK, Holdings Limited, and SIUK.

III-1

Item 11. EXECUTIVE COMPENSATION

Messrs. Oosthuizen, Symons, and Fletcher have received, and will continue
to receive, compensation in respect of services performed as WPD South West
Officers, WPD South West being their primary employer and a subsidiary of the
Company. They receive no cash or non-cash compensation as a result of these
arrangements beyond that which they would otherwise receive from WPD South West
for their services performed for WPD South West. Messrs. Owen and Edwards have
received, and will continue to receive, compensation in respect of services
performed in their capacity as an Officer of Mirant, their primary employer and
an affiliate of the Company. They received no cash or non-cash compensation as a
result of these arrangements beyond that which they would otherwise receive from
Mirant for the services performed by them for Mirant. Messrs. Burke, Petersen
and Klingensmith have received, and will continue to receive, compensation in
respect of services performed in their capacity as an Officer of PPL, their
primary employer and an affiliate of the Company. They received no cash or
non-cash compensation as a result of these arrangements beyond that which they
would otherwise receive from PPL for the services performed by them for PPL.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security ownership of certain beneficial owners. The authorized share capital of
the Company consists of 902,128,735 ordinary shares of (pound)1 each, all of
which have been issued fully paid and are held by Holdings. Holdings is a
wholly-owned subsidiary of Holdings UK. Until September 2001, Holdings UK was
the ultimate UK holding company. At that time, the two owners agreed a group
reconstruction whereby WPDH became the ultimate UK holding company. The rights
of the two owners remained unchanged. The following table sets forth, as of
March 31, 2002, certain information regarding beneficial ownership of WPDH
common stock held by each person known by the Company to own beneficially more
than 5% of WPDH outstanding common stock.

Name and Address Amount and Nature Percent
of Beneficial of Beneficial of
Title of Class Owner Ownership Class
- -------------- ---------------------------------- --------------- ------

A Ordinary Mirant Corporation 12,184,716 (1) 100%
1155 Perimeter Center West, Suite 100
Atlanta, Georgia 30338

B Ordinary PPL Corporation 11,936,049 (2) 100%
2 North Ninth Street
Allentown, Pennsylvania 18101

C Ordinary PPL Corporation 746,003 (2) 100%
2 North Ninth Street
Allentown, Pennsylvania 18101

D Ordinary PPL Corporation 5,100,000 (2) 100%
2 North Ninth Street
Allentown, Pennsylvania 18101

E Ordinary Mirant Corporation 4,900,000 (1) 100%
1155 Perimeter Center West, Suite 100
Atlanta, Georgia 30338

(1) Such shares are owned by Mirant Investments UK Limited, an indirect wholly-owned subsidiary of Mirant Corporation.
(2) Such shares are owned by PPLG UK, an indirect wholly-owned subsidiary of PPL.

III-2

The A Ordinary shares and the B Ordinary shares have the same voting rights,
while the C Ordinary shares have no voting rights. The D Ordinary shares and E
Ordinary shares provide certain rights and restrictions over the D and E
Ordinary shares of Holdings. Except with respect to certain specific matters,
holders of the D Ordinary shares and E Ordinary shares are not entitled to vote
at general meetings of WPDH. A shareholders' agreement gives both shareholders
equal management control.

Changes in control. The Company knows of no arrangements which may at a
subsequent date result in any change in control.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with management and others.
None.

Certain business relationships.
See Item 11 herein.

Indebtedness of management.
None.

Transactions with promoters.
None.

III-3

PART IV

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

(a) The following documents are filed as a part of this report on this Form
10-K:

(1) Financial Statements:

The financial statements and the related reports of independent
public accountants filed as a part of this annual report are
listed under Item 8 herein.

(2) Financial Statement Schedules:

Report of Independent Public Accountants as to Schedules for
SIUK plc and Subsidiaries is included herein on page S-1.

Financial Statement Schedules for the Company are included
herein on page S-2.

(3) Exhibits:

Exhibits are listed in the Exhibit Index on page E-1 and E-2.

(b) Reports on Form 8-K:

The registrant has not filed any reports on Form 8-K during the last
quarter of the fiscal year ended March 31, 2002.

IV-1

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant, SIUK plc, a public limited company incorporated and
existing under the laws of England and Wales, has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Atlanta, State of Georgia, on the 27th day of June, 2002.

SIUK plc

By: Richard F. Owen
Chairman and Chief Executive Officer

By: /s/ ELIZABETH B. CHANDLER
Elizabeth B. Chandler
Attorney-in-Fact

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following directors and officers of SIUK plc in the
capacities and on the date indicated:

Signature Title Date

RICHARD F. OWEN Chairman and Chief
Executive Officer

D. CHARL S. OOSTHUIZEN Chief Financial and
Accounting Officer

Directors
---------
ROBERT A. SYMONS

MAURICE E. FLETCHER

ROBERT W. BURKE

ROGER L. PETERSEN

RICK L. KLINGENSMITH

CHRISTOPHER J. EDWARDS

/s/ ELIZABETH B. CHANDLER June 27, 2002
Elizabeth B. Chandler
Attorney-in-Fact

Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.

During the fiscal year covered by this Annual Report on Form 10-K, the reporting
Company sent no other annual report and no proxy materials to its security
holders.

IV-2

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AS TO SCHEDULE

To the Board of Directors of SIUK plc:

We have audited in accordance with generally accepted auditing standards, the
financial statements of SIUK plc AND SUBSIDIARIES included in this report and
have issued our report thereon dated June 27, 2002. Our audit was made for the
purposes of forming an opinion on the basic financial statements taken as a
whole. The schedule listed in Item 14 (a) (2) is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. The schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN

Bristol, England
June 27, 2002

S-1

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

FOR THE YEARS ENDED MARCH 31, 2002, 2001, AND 2000

(In Millions)

Additions
--------------------------
Balance at Charged Charged to Balance
Beginning (Credited) Other at End of
of Period to Income Accounts Deductions Period
(pound) (pound) (pound) (pound) (pound)
--------- --------- ---------- ---------- ---------

Provision for Uncollectable Accounts

Year-Ended March 31, 2000................ 10 (6) - (2) 2
=== ==== === ==== ===
Year-Ended March 31, 2001................ 2 3 - - 5
=== ==== === ==== ===
Year-Ended March 31, 2002................ 5 (3) - - 2
=== ==== === ==== ===

S-2

EXHIBIT INDEX

The following exhibits indicated by an asterisk preceding the exhibit
number are filed herewith. The balance of the exhibits have heretofore been
filed with the SEC, respectively, as the exhibits and in the file numbers
indicated and are incorporated herein by reference.

3.1 -- Memorandum of Association of the Company. (Designated in Form S-1
Registration No. 333-09033 as Exhibit 3.1.)

3.2 -- Articles of Association of the Company. (Designated in Form S-1
Registration No. 333-09033 as Exhibit 3.2.)

4.1 -- Trust Indenture dated as of November 21, 1996, between the Company
and Bankers Trust Company, as trustee. (Designated in Form S-1
Registration No. 333-09033 as Exhibit 4.1.)

4.2 -- First Supplemental Indenture dated as of November 21, 1996 between
the Company and Bankers Trust Company, as trustee. (Designated in Form
S-4 Registration No. 333-26939 as Exhibit 4.2.)

4.3 -- Deposit Agreement dated as of November 21, 1996 between the Company
and Bankers Trust Company, as book-entry depositary. (Designated in
Form S-4 Registration No. 333-26939 as Exhibit 4.3.)

4.4 -- Subordinated Debenture Indenture dated as of January 29, 1997,
among the Company, Bankers Trust Company, as trustee, and Bankers
Trust Luxembourg S.A., as paying agent and transfer agent. (Designated
in Form S-4 Registration No. 333-26939 as Exhibit 4.1.)

4.5 -- Certificate of Trust of Southern Investments UK Capital Trust I
(Designated in Form S-4 Registration No. 333-26939 as Exhibit 4.3.)

4.6 -- Amended and Restated Declaration of Trust dated as of January 29,
1997 of Southern Investments UK Capital Trust I. (Designated in Form
S-4 Registration No. 333-26939 as Exhibit 4.4.)

4.7 -- Form of Exchange Guarantee of the Company relating to the Exchange
Capital Securities. (Designated in Form S-4 Registration No. 333-26939
as Exhibit 4.6.)

4.8 -- Capital Securities Guarantee dated as of January 29, 1997 of the
Company relating to the Original Capital Securities. (Designated in
Form S-4 Registration No. 333-26939 as Exhibit 4.8.)

4.9 -- Common Securities Guarantee dated as of January 29, 1997 of the
Company relating to the Common Securities. (Designated in Form S-4
Registration No. 333-26939 as Exhibit 4.9.)

4.10 -- Deposit Agreement dated as of January 29, 1997 between the Company
and Bankers Trust Company, as book-entry depositary. (Designated in
Form S-4 Registration No. 333-26939 as Exhibit 4.10.)

* 10.1 -- Electricity Distribution License: Standard Conditions dated
September 2001.

10.2 -- Pooling and Settlement Agreement (as amended and restated at July
28, 1997) together with modifications dated September 19, 1997 and May
14, 1998 between South Western Electricity plc, Energy Settlements and
Information Services (as Settlement System Administrator), Energy Pool
Funds Administration Limited (as Pool Funds Administrator), NGC (as
Grid Operator and Ancillary Services Provider) and Other Parties.
(Designated in Form 10-K for the year ended March 31, 1998 as Exhibit
10.3).

10.3 -- Master Connection and Use of System Agreement dated as of March 30,
1990 among NGC and its users (including South Western Electricity
plc). (Designated in Form S-1 Registration No. 333-09033 as Exhibit
10.4.)

E-1

10.4 -- Form of Supplemental Agreement between NGC and South Western
Electricity plc. (Designated in Form S-1 Registration No. 333-09033 as
Exhibit 10.5.)

10.5 -- Variations dated April 1, 1998, March 31, 1998 and March 31, 1998
to the Master Connection and Use of System Agreement dated as of March
30, 1990 among NGC and its users (including South Western Electricity
plc) and to the Form of Supplemental Agreement between NGC and South
Western Electricity plc. (Designated in Form 10-K for the year ended
March 31, 1998 as Exhibit 10.6).

10.6 -- Master Agreement dated as of October 25, 1995 among The National
Grid Holding plc, NGC, South Western Electricity plc and the other
RECs. (Designated in Form S-1 Registration No. 333-09033 as Exhibit
10.6.)

10.7 -- Memorandum of Understanding between NGG, South Western Electricity
plc and each of the RECs, dated November 17, 1995. (Designated in Form
S-1 Registration No. 333-09033 as Exhibit 10.7.)

10.8 -- Form of South Western Electricity plc Use of Distribution System
Agreement. (Designated in Form 10-K for the year ended March 31, 1998
as Exhibit 10.9).

10.9 -- Form of Agreement for the Connection of an Exit Point, generally
applicable to commercial customers. (Designated in Form 10-K for the
year ended March 31, 1999 as Exhibit 10.10).

10.10-- Form of Agreement for the Connection of an Exit Point, generally
applicable to residential customers. (Designated in Form 10-K for the
year ended March 31, 1998 as Exhibit 10.11).

10.11-- Services Agreement dated as of January 1, 1996 between Southern
Electric International, Inc. (now Southern Energy, Inc.) and the
Company. (Designated in Form S-1 Registration No. 333-09033 as Exhibit
10.10.)

10.12-- Services Agreement dated as of January 1, 1996 between Southern
Electric International, Inc. (now Southern Energy, Inc.) and South
Western Electricity plc. (Designated in Form S-1 Registration No.
333-09033 as Exhibit 10.11.)

10.13-- Services Agreement dated as of January 1, 1996 between South
Western Electricity plc and Holdings. (Designated in Form S-1
Registration No. 333-09033 as Exhibit 10.12.)

10.14-- Services Agreement dated as of January 1, 1996 between the Company
and South Western Electricity plc. (Designated in Form S-1
Registration No. 333-09033 as Exhibit 10.13.)

* 21.1 -- Subsidiaries of Registrant.

* 24.1 -- Power of Attorney and Resolution.

* 99 -- Letter from SIUK plc to the Securities and Exchange Commission
dated June 27, 2002.

E-2