<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
______________
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-5152
______
PACIFICORP
(Exact name of registrant as specified in its charter)
STATE OF OREGON 93-0246090
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
700 N.E. Multnomah
Suite 1600
Portland, Oregon 97232-4116
(Address of principal executive offices) (Zip code)
503-731-2000
(Registrant's telephone number)
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 twelve 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 at least the past 90 days.
YES X NO
_____ _____
At April 30, 1995, there were 284,276,709 shares of registrant's common stock
outstanding.
<PAGE>1
PACIFICORP
Page No.
________
PART I. FINANCIAL INFORMATION 2
Item 1. Financial Statements 2
Condensed Consolidated Statements of Income
and Retained Earnings 2
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 20
Signature 21
<PAGE>2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
PACIFICORP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Millions of Dollars, except per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
_________________________
1995 1994
______ ______
<S> <C> <C>
REVENUES $ 854.2 $ 865.3
_______ _______
EXPENSES
Operations 321.6 342.5
Maintenance 67.1 65.6
Administrative and general 59.3 60.3
Depreciation and amortization 110.2 105.7
Taxes, other than income taxes 31.6 31.8
_______ _______
TOTAL 589.8 605.9
_______ _______
INCOME FROM OPERATIONS 264.4 259.4
_______ _______
INTEREST EXPENSE AND OTHER
Interest expense 83.3 84.4
Interest capitalized (3.4) (4.6)
Minority interest and other 2.3 (4.2)
_______ _______
TOTAL 82.2 75.6
_______ _______
Income before income taxes 182.2 183.8
Income taxes 67.4 63.3
_______ _______
NET INCOME 114.8 120.5
RETAINED EARNINGS BEGINNING OF PERIOD 474.3 351.3
Cash dividends declared
Preferred stock (10.3) (9.9)
Common stock per share: 1995 and 1994/$.27 (76.6) (75.9)
_______ _______
RETAINED EARNINGS END OF PERIOD $ 502.2 $ 386.0
_______ _______
_______ _______
EARNINGS ON COMMON STOCK (Net
income less preferred dividend
requirement) $ 104.7 $ 110.8
Average number of common shares
outstanding (Thousands) 284,260 281,449
EARNINGS PER COMMON SHARE $ .37 $ .39
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
<PAGE>3
<TABLE>
PACIFICORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions of Dollars)
(Unaudited)
ASSETS
<CAPTION>
March 31, December 31,
1995 1994
_________ ____________
<S> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Electric $10,690.4 $10,577.2
Telecommunications 1,802.5 1,572.7
Other 64.9 64.9
Accumulated depreciation and amortization (4,278.0) (4,136.9)
________ ________
Net 8,279.8 8,077.9
Construction work in progress 311.1 368.3
________ ________
TOTAL PROPERTY, PLANT AND EQUIPMENT 8,590.9 8,446.2
________ ________
CURRENT ASSETS
Cash and cash equivalents 46.6 23.3
Accounts receivable less allowance
for doubtful accounts: 1995/$9.0
and 1994/$9.4 399.9 442.7
Materials, supplies and fuel stock at
average cost 209.9 193.2
Inventory 64.6 66.3
Finance assets 30.2 27.9
Other 58.1 62.0
________ ________
TOTAL CURRENT ASSETS 809.3 815.4
________ ________
OTHER ASSETS
Investments in and advances to affiliated
companies 187.5 189.9
Intangible assets - net 314.9 237.2
Regulatory assets - net 1,078.5 1,081.2
Finance note receivable 219.7 220.7
Finance assets 466.4 481.9
Real estate investments 168.1 166.5
Deferred charges and other 188.8 206.6
________ ________
TOTAL OTHER ASSETS 2,623.9 2,584.0
________ ________
TOTAL ASSETS $12,024.1 $11,845.6
________ ________
________ ________
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
<PAGE>4
<TABLE>
PACIFICORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions of Dollars)
(Unaudited)
CAPITALIZATION AND LIABILITIES
<CAPTION>
March 31, December 31,
1995 1994
_________ ____________
<S> <C> <C>
COMMON EQUITY
Common shareholder capital
shares authorized 750,000,000;
shares outstanding: 1995/284,257,657
and 1994/284,251,024 $ 3,010.5 $ 3,010.6
Retained earnings 502.2 474.3
Guarantees of Employee Stock Ownership
Plan borrowings (21.8) (25.1)
________ ________
TOTAL COMMON EQUITY 3,490.9 3,459.8
________ ________
PREFERRED STOCK 367.4 367.4
________ ________
PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION 219.0 219.0
________ ________
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 3,703.2 3,768.2
________ ________
CURRENT LIABILITIES
Long-term debt and capital lease obligations
currently maturing 85.7 95.8
Notes payable and commercial paper 645.9 454.7
Accounts payable 289.0 338.4
Taxes, interest and dividends payable 331.5 253.3
Customer deposits and other 115.3 126.8
________ ________
TOTAL CURRENT LIABILITIES 1,467.4 1,269.0
________ ________
DEFERRED CREDITS
Income taxes 1,841.1 1,822.6
Investment tax credits 186.9 190.1
Other 640.1 641.6
________ ________
TOTAL DEFERRED CREDITS 2,668.1 2,654.3
________ ________
MINORITY INTEREST 108.1 107.9
________ ________
COMMITMENTS AND CONTINGENCIES (See Notes 1 and 2)
TOTAL CAPITALIZATION AND LIABILITIES $12,024.1 $11,845.6
________ ________
________ ________
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
<PAGE>5
<TABLE>
PACIFICORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of Dollars)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
_______________________
1995 1994
______ ______
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income from operations $ 114.8 $ 120.5
Adjustments to reconcile income
from operations to net cash provided
by operating activities
Depreciation and amortization 114.6 113.0
Deferred income taxes and investment tax
credits - net 14.8 (.8)
Interest capitalized on equity funds - (1.3)
Minority interest and other 7.2 15.1
Accounts receivable and prepayments 44.6 62.9
Materials, supplies, fuel stock and
inventory (14.3) 1.8
Accounts payable and accrued liabilities 38.1 (12.7)
______ ______
NET CASH PROVIDED BY OPERATING ACTIVITIES 319.8 298.5
______ ______
CASH FLOWS FROM INVESTING ACTIVITIES
Construction (146.2) (150.7)
Assets acquired (197.9) -
Proceeds from sales of finance assets
and principal payments 23.5 81.2
Other 13.1 1.7
______ ______
NET CASH USED IN INVESTING ACTIVITIES (307.5) (67.8)
______ ______
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
<PAGE>6
<TABLE>
PACIFICORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of Dollars)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
_______________________
1995 1994
______ ______
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Changes in short-term debt 191.2 (98.2)
Proceeds from long-term debt 7.2 1.0
Proceeds from issuance of common stock 1.5 17.0
Dividends paid (85.9) (85.8)
Repayments of long-term debt and capital
lease obligations (85.8) (51.6)
Redemptions of capital stock (1.4) -
Other (15.8) (16.8)
______ ______
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 11.0 (234.4)
______ ______
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 23.3 (3.7)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 23.3 31.2
______ ______
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 46.6 $ 27.5
______ ______
______ ______
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for
Interest $ 117.8 $ 121.6
Income taxes net of refunds 13.6 .5
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
<PAGE>7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 1995
1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial
statements as of March 31, 1995 and December 31, 1994 and for the periods
ended March 31, 1995 and 1994, in the opinion of management, include all
adjustments, constituting only normal recording of accruals, necessary for a
fair presentation of financial position, results of operations and cash flows
for such periods. A significant part of the business of PacifiCorp (the
"Company") is of a seasonal nature; therefore, results of operations for the
periods ended March 31, 1995 and 1994 are not necessarily indicative of the
results for a full year. These condensed consolidated financial statements
should be read in conjunction with the financial statements and related notes
incorporated by reference in the Company's 1994 Annual Report on Form 10-K.
The condensed consolidated financial statements of the Company
encompass two businesses primarily of a utility nature -- Electric Operations
(Pacific Power and Utah Power) and an 87%-owned Telecommunications operation
(Pacific Telecom, Inc.); and a wholly owned Financial Services business
(PacifiCorp Financial Services, Inc.). The Company's wholly owned subsidiary,
PacifiCorp Holdings, Inc. ("Holdings"), holds all of the Company's nonelectric
utility investments. Together these businesses are referred to herein as the
Companies. Significant intercompany transactions and balances have been
eliminated. On March 9, 1995, Holdings entered into an agreement and plan of
merger with Pacific Telecom, Inc. ("Pacific Telecom") under which Holdings
would acquire the 13% publicly held minority interest in Pacific Telecom for
$30 per share. The merger requires approval by the holders of a majority of
the outstanding shares of Pacific Telecom not owned by Holdings (5.3 million
shares), and is subject to regulatory approvals and other conditions customary
to such transactions.
Investments in and advances to affiliated companies represent
investments in unconsolidated affiliated companies carried on the equity
basis, which approximates the Company's equity in their underlying net book
value.
Certain amounts from the prior period have been reclassified to
conform with the 1995 method of presentation. Finance interest of
$9.3 million in 1994 was reclassified from operating expense to interest
expense. Reclassifications had no effect on previously reported consolidated
net income.
2. CONTINGENT LIABILITIES
The Company and its subsidiaries are parties to various legal
claims, actions and complaints, certain of which involve material amounts.
Although the Company is unable to predict with certainty whether or not it
will ultimately be successful in these legal proceedings or, if not, what the
impact might be, management presently believes that disposition of these
matters will not have a materially adverse effect on the Company's consoli-
dated financial position or results of operations.
<PAGE>8
The Internal Revenue Service ("IRS") completed its examination of
the Company's federal income tax returns for the years 1983 through 1988. The
Company and the IRS have agreed to a settlement on all of the issues, except
for certain matters relating to the Company's abandonment of its 10% interest
in Washington Public Power Supply System Unit 3 and a securities transaction
involving stock of Comdial Corporation, an equity investee. The Company and
the IRS continue to discuss the remaining unagreed issues. In the event the
Company and the IRS cannot reach agreement as to these issues, litigation is
likely.
In the opinion of management, the outcome of the 1983 through 1988
federal income tax examinations will not have a material effect on the
Company's consolidated financial position or results of operations.
The Company's 1989 and 1990 federal income tax returns are currently
under examination by the IRS.
Several Superfund sites have been identified where the Company has
been or may be designated as a potentially responsible party. Future costs
associated with the disposition of these matters are not expected to be
material to the Company's consolidated financial position or results of
operations.
3. PENDING SALE
In October 1994, Pacific Telecom signed an agreement to sell the
stock of Alascom, Inc. ("Alascom") to AT&T Corp. ("AT&T"), in a transaction
providing $365 million in proceeds. Under terms of the agreement, AT&T will
pay $290 million in cash for the Alascom stock and for settlement of all past
cost study issues. AT&T has also agreed to allow Pacific Telecom to retain
the $75 million transition payment made by AT&T to Alascom in July 1994
pursuant to a Federal Communications Commission ("FCC") order. AT&T made a
down payment of $30 million to Pacific Telecom upon signing the stock purchase
agreement, which would be applied to the final $75 million transition payment
required in the FCC order if the transaction failed to close. In accordance
with FCC order, the first transition payment was used to reduce Alascom's rate
base, which results in lower revenues and depreciation expense thereafter.
The remaining $260 million is to be paid when the transaction closes. Closing
of the sale of Alascom is subject to certain conditions, including receipt of
federal regulatory approval that is expected to be received during the second
quarter of 1995. The Company anticipates recognizing a material gain from the
sale of Alascom, relative to its ownership percentage in Pacific Telecom.
Summarized income statement data for Alascom are as follows:
<TABLE>
<CAPTION>
First Quarter
_______________
1995 1994
____ ____
(Dollars in Millions)
<S> <C> <C>
Revenues $81.9 $78.0
Income from operations 15.3 15.1
</TABLE>
Cash increased approximately $20 million in the first quarter of
1995 due to the sale agreement which does not allow transfers of cash from
Alascom to Pacific Telecom.
<PAGE>9
Item 2.
<TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUMMARY RESULTS OF OPERATIONS
<CAPTION>
Percentage
First Quarter Increase/
_________________
1995 1994 (Decrease)
____ ____ __________
(Millions of Dollars, except per share)
<S> <C> <C> <C>
Revenues $ 854.2 $ 865.3 (1)%
______ ______
Income from operations (1) 264.4 259.4 2
______ ______
Net income 114.8 120.5 (5)
______ ______
Earnings contribution
on common stock (2)
Electric Operations 80.7 89.8 (10)
Telecommunications 14.4 13.7 5
Other 9.6 7.3 32
______ ______
Total $ 104.7 $ 110.8 (6)
______ ______
______ ______
Earnings per common share $ .37 $ .39 (5)
______ ______
______ ______
Average number of common shares
outstanding (thousands) 284,260 281,449 1
<FN>
(1) Finance interest of $9.3 million in 1994 was reclassified from operating
expense to interest expense. Reclassifications had no effect on
previously reported consolidated net income.
(2) Earnings contribution on common stock by segment: (a) does not reflect
elimination for interest on intercompany borrowing arrangements; (b)
includes income taxes on a separate company basis, with any benefit or
detriment of consolidation reflected in Other; (c) amounts are net of
preferred dividend requirements and minority interest.
</FN>
</TABLE>
Comparison of the first quarters of 1995 and 1994
_________________________________________________
. Earnings contribution on common stock decreased $6 million or 6%.
.. Electric Operations' earnings contribution decreased $9 million or 10%
due to poor wholesale market conditions caused by moderate winter
temperatures and lower prices for alternative natural gas generation, a
higher effective income tax rate and higher interest and nonoperating
expenses.
.. Telecommunications' earnings contribution increased $1 million or 5%
due to the recent acquisition of local exchange assets in Colorado,
growth in existing local exchange and cellular operations and revised
local exchange revenue estimates, partially offset by a higher
effective income tax rate.
<PAGE>10
.. The earnings contribution of other businesses increased $2 million or
32% primarily due to reduced interest expense resulting from lower debt
levels, partially offset by higher income taxes resulting from higher
taxable income.
. The average number of common shares outstanding rose 1% due to the
issuances under dividend reinvestment and employee stock ownership plans.
In November 1994, the Company ceased issuing new shares to meet the
requirements under the plans. The Company periodically evaluates the
advantages of common share issuances in the context of its current capital
structure, financing needs and market price and may consider future
issuances.
<PAGE>11
RESULTS OF OPERATIONS
<TABLE>
Electric Operations
___________________
<CAPTION>
Percentage
First Quarter Increase/
_________________
1995 1994 (Decrease)
____ ____ __________
(Millions of Dollars)
<S> <C> <C> <C>
Revenues
Residential $207.0 $208.1 (1)%
Commercial 142.2 139.4 2
Industrial 165.3 168.5 (2)
Other 7.3 7.4 (1)
_____ _____
Retail sales 521.8 523.4 -
Wholesale sales 112.1 118.7 (6)
Other 14.6 11.7 25
_____ _____
Total 648.5 653.8 (1)
Operating expenses 440.0 443.4 (1)
_____ _____
Income from operations 208.5 210.4 (1)
Interest expense 68.7 65.9 4
Other income - net (5.8) (10.3) (44)
Income taxes 54.8 55.3 (1)
_____ _____
Net income 90.8 99.5 (9)
Preferred dividend requirement 10.1 9.7 4
_____ _____
Earnings contribution $ 80.7 $ 89.8 (10)
_____ _____
_____ _____
Energy sales (millions of kWh)
Residential 3,466 3,482 -
Commercial 2,640 2,567 3
Industrial 4,697 4,684 -
Other 149 153 (3)
______ ______
Retail sales 10,952 10,886 1
Wholesale sales 3,284 3,537 (7)
______ ______
Total 14,236 14,423 (1)
______ ______
______ ______
Residential average usage (kWh) 2,985 3,057 (2)
Total customers (end of period) 1,335,977 1,316,230 2
</TABLE>
Comparison of the first quarters of 1995 and 1994
_________________________________________________
. Revenues decreased $5 million or 1%.
.. Residential revenues decreased $1 million, although kWh volume was
virtually unchanged. Warmer temperatures and the sale of the
Sandpoint, Idaho distribution facilities resulted in revenue declines
of $4 million and $2 million, respectively. The reductions were
partially offset by additional revenue of $5 million resulting from a
2% increase in the average number of residential customers.
.. Commercial revenues increased $3 million or 2% primarily due to a 3%
increase in the average number of commercial customers and increased
customer usage.
<PAGE>12
.. Industrial revenues decreased $3 million or 2% while kWh volume
remained flat. A $5 million revenue reduction resulting from lower
volumes sold to oil and gas customers was partially offset by higher
interruptable sales volumes at lower prices and increased sales to Utah
customers.
.. Wholesale revenues decreased $7 million or 6% on a 7% decrease in kWh
volume. Spot and short-term market revenues declined $8 million.
Reduced demand due to moderate temperatures in the region, an abundance
of hydro generation in northern California and low natural gas prices
resulted in lower prices and volume sold in the spot market. Long-term
firm contract revenues increased $1 million.
.. Other revenues increased $3 million or 25% due to increases in deferred
regulatory revenue.
. Operating expenses decreased $3 million or 1%.
.. Fuel expense decreased $15 million or 12%. Thermal generation declined
814,000 mWh, or 6%, resulting from a 534,000 mWh or 55% increase in
hydro generation, reduced demand and the availability of lower cost
purchased power in the secondary market.
.. Purchased power expense increased $1 million or 1% while kWh volume
purchased increased 3%. Higher volume purchased in the secondary
market increased expense by $5 million, which was offset in part by the
$4 million effect of lower secondary market prices.
.. Other operations expense increased $5 million or 7% primarily due to
the effect of a $2 million favorable adjustment to steam plant expense
in 1994 and a $2 million increase in distribution system expense in
1995.
.. Depreciation and amortization expense increased $5 million or 7%
primarily due to additional plant in service.
. Earnings contribution decreased $9 million or 10%.
.. Income from operations decreased $2 million or 1%.
.. Interest expense increased $3 million or 4% primarily due to the effect
of higher short-term interest rates and higher levels of debt
outstanding in 1995.
.. Other income decreased $5 million primarily due to the effect of a gain
from a contract settlement in 1994 and a loss on the sale of demand-
side receivables in 1995.
.. Income tax expense approximated 1994 levels despite a higher effective
tax rate. The tax effect of the reversal of deductions flowed through
to ratepayers in prior years was partially offset by reduced taxes due
to lower pretax income.
<PAGE>13
<TABLE>
Telecommunications
__________________
<CAPTION>
Percentage
First Quarter Increase/
_________________
1995 1994 (Decrease)
____ ____ __________
(Millions of Dollars)
<S> <C> <C> <C>
Revenues
Local network service $ 27.3 $ 23.0 19%
Network access service 47.8 41.7 15
Long distance network service 62.1 60.6 2
Private line service 15.2 14.9 2
Sales of cable capacity 1.6 2.2 (27)
Cellular and other 27.7 23.4 18
_____ _____
Total 181.7 165.8 10
Operating expenses 141.5 131.1 8
_____ _____
Income from operations 40.2 34.7 16
Interest expense 10.0 9.3 8
Other expense - net 3.1 1.6 94
Income taxes 10.4 8.0 30
_____ _____
Net Income 16.7 15.8 6
Minority interest and other 2.3 2.1 10
_____ _____
Earnings contribution $ 14.4 $ 13.7 5
_____ _____
_____ _____
Telephone access lines (end
of period) 475,804 403,045 18
Long lines originating billed
minutes (thousands) 178,287 174,056 2
</TABLE>
See Note 1 to Condensed Consolidated Financial Statements regarding a proposal
by Holdings to acquire the 13% publicly held minority interest in Pacific
Telecom.
See Note 3 to Condensed Consolidated Financial Statements regarding the
pending sale of Alascom to AT&T. Alascom's first quarter revenues were
$82 million in 1995 and $78 million in 1994 and its income from operations was
$15 million in each of 1995 and 1994. Pacific Telecom anticipates recognizing
a material gain from the sale of Alascom, but the lost earnings from Alascom
would be substantial.
Comparison of the first quarters of 1995 and 1994.
_________________________________________________
. Revenues increased $16 million or 10%.
.. Local network service revenues increased $4 million or 19% due to
$2 million of revenue from the local exchange assets, representing
53,000 access lines, acquired on February 15, 1995 in Colorado, and the
effects of internal access line and enhanced service revenue growth.
.. Network access service revenues increased $6 million or 15% due to
increases of $5 million resulting from the Colorado acquisition and
$1 million resulting from revised local exchange company revenue
estimates.
<PAGE>14
.. Long distance network service revenues increased $2 million or 2%
primarily due to the recognition of revenue based on interim cash
settlement amounts outlined in the stock sale agreement with AT&T.
.. Cellular and other revenues increased $4 million or 18% primarily due
to a $2 million increase in cellular revenue resulting from customer
growth, a restoration revenue increase of $1 million resulting from
restoration services provided subsequent to a cable outage on
February 5, 1995 and long lines equipment resale and installation
activities revenue of $1 million.
. Operating expenses increased $10 million or 8%.
.. Operations expense increased $4 million or 8% primarily due to
$3 million of increased lease circuit expense and increased expense
resulting from the Colorado acquisition.
.. Maintenance expense increased $3 million or 12% primarily due to
increases of $1 million resulting from the Colorado acquisition and
$1 million in other local exchange company project work.
. Earnings contribution increased $1 million or 5%.
.. Income from operations increased $6 million or 16%.
.. Interest expense increased $1 million due to increased short-term
borrowings used to fund the acquisition of the Colorado assets.
.. Income tax expense increased $2 million or 30% due to higher taxable
income and reductions in tax benefits relating to amortization of
investment tax credits and excess deferred taxes.
<PAGE>15
FINANCIAL CONDITION -
For the three months ended March 31, 1995:
Net cash flows of $320 million were provided by operating activities
during the period. Uses for cash were: $146 million for construction program
expenditures, $86 million for repayments of long-term debt and $86 million for
dividends.
On February 15, 1995, Pacific Telecom acquired certain rural
telephone exchange assets in Colorado from U.S. West Communications, Inc.
("USWC"). Pacific Telecom paid $200 million in cash for these assets. To
fund the acquisition, Pacific Telecom used external short-term debt. Pacific
Telecom plans to repay amounts borrowed with proceeds from the sale of
Alascom.
In February 1995, the Company sold certain of its demand side
receivables, realizing net proceeds of $22 million.
At March 31, 1995, the Company had $413 million of commercial paper
and bank borrowings outstanding at an average weighted rate of 6.2%. These
borrowings are supported by revolving credit agreements totaling $500 million.
A $150 million revolving credit agreement will terminate in August 1995.
Management intends to replace this agreement with an equivalent facility prior
to the termination date. At March 31, 1995, the consolidated subsidiaries had
access to $660 million of short-term funds through committed bank revolving
credit agreements. Subsidiaries had $80 million of commercial paper
outstanding at March 31, 1995, as well as borrowings of $172 million under
bank revolving credit facilities. At March 31, 1995, the Companies had
$25 million of short-term debt classified as long-term debt as they have the
intent and ability to support short-term borrowings through the various
revolving credit facilities on a long-term basis. The Company and its
subsidiaries have intercompany borrowing arrangements providing for loans of
funds between parties at short-term market rates.
In May 1994, Pacific Telecom signed definitive purchase agreements
to acquire certain rural exchange assets located in Oregon and Washington from
USWC. Pacific Telecom will pay $180 million in cash, subject to certain
adjustments at closing, for the assets. Pacific Telecom expects to fund this
acquisition through proceeds received on the sale of Alascom, the issuance of
external debt and internally generated funds.
In October 1994, Pacific Telecom signed an agreement to sell the
stock of Alascom to AT&T for proceeds of $365 million. To date, Pacific
Telecom has received $105 million and the remaining $260 million is to be paid
when the transaction closes. Closing of the sale of Alascom is subject to
certain conditions, including federal regulatory approval that is expected to
be received in the second quarter of 1995. See Note 3 to Condensed
Consolidated Financial Statements for information regarding the pending sale
of Alascom.
Holdings has entered into an agreement with Pacific Telecom under
which Holdings would acquire the 13% publicly held minority interest in
Pacific Telecom for approximately $160 million. See Note 1 to Condensed
Consolidated Financial Statements.
<PAGE>16
The Company believes that its existing and available capital
resources are sufficient to meet working capital, dividend and the majority of
construction needs in 1995.
Pro Forma Financial Information (Unaudited)
___________________________________________
The accompanying unaudited pro forma condensed consolidated balance
sheet as of March 31, 1995 and income statement for the three months then
ended reflect the operations of the Company, excluding Alascom. Pacific
Telecom signed a definitive agreement on September 30, 1994 to sell the stock
of Alascom to AT&T for $365 million (including the $75 million transition
payment received in July 1994). The pro forma condensed consolidated balance
sheet assumes the sale occurred on March 31, 1995. The pro forma condensed
consolidated income statement assumes the sale occurred on January 1, 1995.
The pro forma results of operations are not necessarily indicative of the
results of operations that would actually have resulted if the sale had
occurred on the dates assumed, or of expected results of operations in the
future.
The unaudited pro forma condensed consolidated balance sheet and
income statement, and related notes should be read in conjunction with the
consolidated financial statements and related notes in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.
<TABLE>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 1995
(Unaudited)
In Millions of Dollars
<CAPTION>
Historical Elimination of Sale of Pro Forma
Consolidated Historical Affiliated Alascom and Consolidated
PacifiCorp Alascom Balances (a) Adjustments (b)(c) PacifiCorp
____________ _______ ____________ __________________ ____________
<S> <C> <C> <C> <C> <C>
Assets
Property, plant and equipment-net $ 8,590.9 $(179.8) $ - $ - $ 8,411.1
Current assets 809.3 (98.8) 13.2 - 723.7
Investments 187.5 (.3) 212.9 (212.9) 187.2
Intangible and other assets 2,436.4 (7.2) - (21.5) 2,407.7
________ ______ _____ ______ ________
Total Assets $12,024.1 $(286.1) $226.1 $(234.4) $11,729.7
________ ______ _____ ______ ________
________ ______ _____ ______ ________
Capitalization and Liabilities
Common equity $ 3,490.9 $(177.9) $177.9 $ 43.5 $ 3,534.4
Preferred stock 367.4 - - - 367.4
Preferred stock subject to
mandatory redemption 219.0 - - - 219.0
Long-term debt and capital
lease obligations 3,703.2 - - - 3,703.2
Current liabilities 1,467.4 (72.1) 20.8 (257.9) 1,158.2
Deferred credits 2,668.1 (8.7) - (30.0) 2,629.4
Minority interest 108.1 (27.4)* 27.4 10.0 118.1
________ ______ _____ ______ ________
Total Capitalization and
Liabilities $12,024.1 $(286.1) $226.1 $(234.4) $11,729.7
________ ______ _____ ______ ________
________ ______ _____ ______ ________
<FN>
*Represents the recognition of a reduction due to the Company's 87 percent interest in Pacific Telecom.
</FN>
</TABLE>
Notes to Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
___________________________________________________________________
The accompanying pro forma condensed consolidated balance sheet as
of March 31, 1995 consists of the historical balance sheet of the Company
(after the elimination of affiliated transactions and interest), less the
<PAGE>17
historical balance sheet of Alascom, plus certain pro forma adjustments
described below:
a. Affiliated balances between Pacific Telecom and its
subsidiaries and Alascom eliminated in the consolidation
process were restored on the pro forma balance sheet. The
affiliated balances between Pacific Telecom and Alascom were
added to Pacific Telecom's investment in Alascom. The
affiliated balances between the other subsidiaries and Alascom
were reclassified to the proper nonaffiliated line item.
b. Cash proceeds of $260 million to be received at closing and the
$30 million deposit in "Other Deferred Credits" received in
October 1994, were offset by Pacific Telecom's investment in
Alascom, which will increase as Alascom's earnings are
recognized and affiliated account balances change between
March 31, 1995 and closing.
c. Cash proceeds received from the sale of Alascom have been
applied to short-term debt. Pacific Telecom plans to redeploy
the proceeds of the sale of Alascom to purchase certain US WEST
assets in Oregon, Washington and Colorado. In February 1995,
Pacific Telecom funded the $200 million Colorado acquisition
with short-term borrowings and anticipates repaying these
borrowings with proceeds from the sale of Alascom.
<TABLE>
<CAPTION>
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
For the Three Months Ended March 31, 1995
(Unaudited)
In Millions of Dollars
Historical Elimination of Sale of Pro Forma
Consolidated Historical Affiliated Alascom and Consolidated
PacifiCorp Alascom Balances (a) Adjustments PacifiCorp
____________ _______ ____________ ___________ ____________
<S> <C> <C> <C> <C> <C>
Revenues $854.2 $(81.9) $ .7 $ .4(c) $773.4
Expenses
Depreciation and amortization 110.2 (8.5) - - 101.7
Operations, maintenance and other 479.6 (58.1) .7 1.1(c) 423.3
_____ _____ ____ ____ _____
Total 589.8 (66.6) .7 1.1 525.0
_____ _____ ____ ____ _____
Income from Operations 264.4 (15.3) - (.7) 248.4
Other Income (Expense)
Interest expense (83.3) .7 (.1) 6.7(b)(e) (76.0)
Other 3.6 (.2) .1 .2(d) 3.7
Minority Interest (2.5) 1.2* - (.2)(b)(c)(e) (1.5)
_____ _____ ____ ____ _____
Total (82.2) 1.7 - 6.7 (73.8)
_____ _____ ____ ____ _____
Income before Income Taxes 182.2 (13.6) - 6.0 174.6
Income Taxes 67.4 (6.0) - 2.8(b)(e) 64.2
_____ _____ ____ ____ _____
Net Income $114.8 $ (7.6) $ - $ 3.2 $110.4
_____ _____ ____ ____ _____
_____ _____ ____ ____ _____
Earnings on Common Stock $104.7 $100.3
Earnings per Share $ .37 $ .35
Average Number of Common
Shares Outstanding 284,260 284,260
<FN>
*Represents the recognition of a reduction due to the Company's 87 percent interest in Pacific Telecom.
</FN>
</TABLE>
<PAGE>18
Notes to Pro Forma Condensed Consolidated Income Statement
__________________________________________________________
The accompanying pro forma condensed consolidated income statement
consists of the historical income statement of the Company (after the
elimination of affiliated transactions and interest), less the historical
income statement of Alascom, plus certain pro forma adjustments described
below:
a. Affiliated balances between Pacific Telecom and its
subsidiaries and Alascom eliminated in the consolidation
process were restored on the pro forma income statement.
b. Interest expense was allocated to Alascom by imposing a debt
structure equivalent to that of Pacific Telecom at December 31,
1994.
c. Pacific Telecom costs previously allocated to Alascom
operations were restored as ongoing expenses.
d. Amortization of goodwill related to Alascom was restored to
income.
e. Cash proceeds received from the sale of Alascom have been
applied to short-term debt with an average rate of 6.2% and to
the purchase of US WEST properties in Colorado on February 15,
1995.
___________________________________________________________________________
The condensed consolidated financial statements as of March 31, 1995
and December 31, 1994 and for the three-month periods ended March 31, 1995 and
1994 have been reviewed by Deloitte & Touche LLP, independent accountants, in
accordance with standards established by the American Institute of Certified
Public Accountants. A copy of their report is included herein.
<PAGE>19
Deloitte & Touche LLP
_____________________ _____________________________________________________
3900 US Bancorp Tower Telephone:(503)222-1341
111 SW Fifth Avenue Facsimile:(503)224-2172
Portland, Oregon 97204-3698
INDEPENDENT ACCOUNTANTS' REPORT
PacifiCorp:
We have reviewed the accompanying condensed consolidated balance sheet of
PacifiCorp and subsidiaries as of March 31, 1995, and the related condensed
consolidated statements of income and retained earnings and of cash flows for
the three-month periods ended March 31, 1995 and 1994. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and of making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to such condensed consolidated financial statements for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of PacifiCorp and subsidiaries as of
December 31, 1994, and the related consolidated statements of income and
retained earnings and of cash flows for the year then ended (not presented
herein); and in our report dated February 17, 1995 (March 9, 1995 as to the
agreement to acquire the minority interest in Pacific Telecom, Inc. described
in Note 1), we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1994 is
fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
May 12, 1995
<PAGE>20
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
______ ________________________________
(a) Exhibits.
Exhibit 12(a): Statements of Computation of Ratio of Earnings to
Fixed Charges.
Exhibit 12(b): Statements of Computation of Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends.
Exhibit 15: Letter re unaudited interim financial information of
awareness of incorporation by reference.
Exhibit 27(a): Financial Data Schedule for the quarter ended
March 31, 1995 (filed electronically only).
Exhibit 27(b): Restated Financial Data Schedule for the year ended
December 31, 1994 (filed electronically only).
Exhibit 27(c): Restated Financial Data Schedule for the quarter
ended September 30, 1994 (filed electronically only).
(b) Reports on Form 8-K.
On Form 8-K dated March 31, 1995, under Item 5. "Other Events," the
Company reported that the Alaska Public Utilities Commission
approved, subject to conditions, the application of AT&T Corp. to
acquire all of the shares of Alascom, Inc., a wholly owned
subsidiary of Pacific Telecom, Inc.
On Form 8-K dated April 11, 1995, under Item 5. "Other Events," the
Company reported pro forma financial information with respect to the
pending sale of Alascom, Inc. by Pacific Telecom, Inc.
<PAGE>21
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PACIFICORP
Date May 11, 1995 By DANIEL L. SPALDING
_________________________ __________________________________
Daniel L. Spalding
Senior Vice President
(Chief Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
_______ ___________ ____
<S> <C> <C>
Exhibit 12(a): Statements of Computation of Ratio of
Earnings to Fixed Charges.
Exhibit 12(b): Statements of Computation of Ratio of
Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
Exhibit 15: Letter re unaudited interim financial
information of awareness of incorporation by reference.
Exhibit 27(a): Financial Data Schedule for the quarter
ended March 31, 1995 (filed electronically only).
Exhibit 27(b): Restated Financial Data Schedule for
the year ended December 31, 1994 (filed electronically
only).
Exhibit 27(c): Restated Financial Data Schedule for
the quarter ended September 30, 1994 (filed electronically
only).
</TABLE>
<PAGE>
<TABLE>
EXHIBIT (12)(a)
PACIFICORP
STATEMENTS OF COMPUTATION OF RATIO
OF EARNINGS TO FIXED CHARGES
(IN MILLIONS OF DOLLARS)
<CAPTION>
Three Months
YEAR ENDED DECEMBER 31, Ended
_______________________________________________
1990 1991 1992 1993 1994 March 31, 1995
____ ____ ____ ____ ____ ______________
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges, as defined:*
Interest expense..................... $ 431.2 $ 428.0 $ 409.7 $ 377.8 $ 336.8 $ 83.3
Estimated interest portion
of rentals charged to expense...... 23.3 20.4 17.1 20.1 19.5 5.6
Preferred dividend requirement of
majority-owned subsidiary.......... 4.2 - - - - -
_______ _______ _______ _______ _______ _____
Total fixed charges.......... $ 458.7 $ 448.4 $ 426.8 $ 397.9 $ 356.3 $ 88.9
_______ _______ _______ _______ _______ _____
_______ _______ _______ _______ _______ _____
Earnings, as defined:*
Income from continuing
operations......................... $ 413.4 $ 446.8 $ 150.2 $ 422.7 $ 468.0 $114.8
Add (deduct):
Provision for income taxes......... 179.1 176.7 90.8 187.4 249.8 67.4
Minority interest.................. 18.1 14.1 8.4 11.3 13.3 2.5
Undistributed income of
less than 50% owned affiliates... - (1.8) (5.7) (16.2) (14.7) (1.8)
Fixed charges as above............. 458.7 448.4 426.8 397.9 356.3 88.9
_______ _______ _______ _______ _______ _____
Total earnings............... $1,069.3 $1,084.2 $ 670.5 $1,003.1 $1,072.7 $271.8
_______ _______ _______ _______ _______ _____
_______ _______ _______ _______ _______ _____
Ratio of Earnings to Fixed Charges..... 2.3x 2.4x 1.6x 2.5x 3.0x 3.1x
____ ____ ____ ____ ____ ____
____ ____ ____ ____ ____ ____
<FN>
_______________
*"Fixed charges" represents consolidated interest charges, an estimated amount representing the interest
factor in rents and preferred stock dividend requirements of majority-owned subsidiaries. "Earnings"
represent the aggregate of (a) income from continuing operations, (b) taxes based on income from continuing
operations, (c) minority interest in the income of majority-owned subsidiaries that have fixed charges, (d)
fixed charges and (e) undistributed income of less than 50% owned affiliates without loan guarantees.
</FN>
</TABLE>
<PAGE>
<TABLE>
PACIFICORP EXHIBIT (12)(b)
STATEMENTS OF COMPUTATION OF RATIO
OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(IN MILLIONS OF DOLLARS)
<CAPTION>
Three Months
YEAR ENDED DECEMBER 31, Ended
_______________________________________________
1990 1991 1992 1993 1994 March 31, 1995
____ ____ ____ ____ ____ ______________
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges, as defined:*
Interest expense..................... $ 431.2 $ 428.0 $ 409.7 $ 377.8 $ 336.8 $ 83.3
Estimated interest portion
of rentals charged to expense...... 23.3 20.4 17.1 20.1 19.5 5.6
Preferred dividend requirement
of majority-owned subsidiary....... 4.2 - - - - -
_______ _______ _______ _______ _______ _____
Total fixed charges.......... 458.7 448.4 426.8 397.9 356.3 88.9
Preferred Stock Dividends,
as defined:*....................... 31.7 37.4 59.9 56.8 60.8 16.1
_______ _______ _______ _______ _______ _____
Total fixed charges and
preferred dividends........ $ 490.4 $ 485.8 $ 486.7 $ 454.7 $ 417.1 $105.0
_______ _______ _______ _______ _______ _____
_______ _______ _______ _______ _______ _____
Earnings, as defined:*
Net income from continuing
operations......................... $ 413.4 $ 446.8 $ 150.2 $ 422.7 $ 468.0 $114.8
Add (deduct):
Provision for income taxes......... 179.1 176.7 90.8 187.4 249.8 67.4
Minority interest.................. 18.1 14.1 8.4 11.3 13.3 2.5
Undistributed income of less than
50% owned affiliates............. - (1.8) (5.7) (16.2) (14.7) (1.8)
Fixed charges as above............. 458.7 448.4 426.8 397.9 356.3 88.9
_______ _______ _______ _______ _______ _____
Total earnings............... $1,069.3 $1,084.2 $ 670.5 $1,003.1 $1,072.7 $271.8
_______ _______ _______ _______ _______ _____
_______ _______ _______ _______ _______ _____
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends...................... 2.2x 2.2x 1.4x 2.2x 2.6x 2.6x
____ ____ ____ ____ ____ ____
____ ____ ____ ____ ____ ____
<FN>
_______________
*"Fixed charges" represent consolidated interest charges, an estimated amount representing the interest
factor in rents and preferred stock dividend requirements of majority-owned subsidiaries. "Preferred Stock
Dividends" represent preferred dividend requirements multiplied by the ratio which pre-tax income from
continuing operations bears to income from continuing operations. "Earnings" represent the aggregate of (a)
income from continuing operations, (b) taxes based on income from continuing operations, (c) minority
interest in the income of majority-owned subsidiaries that have fixed charges, (d) fixed charges and (e)
undistributed income of less than 50% owned affiliates without loan guarantees.
</FN>
</TABLE>
<PAGE>
Deloitte & Touche LLP
_____________________ _____________________________________________________
3900 US Bancorp Tower Telephone:(503)222-1341
111 SW Fifth Avenue Facsimile:(503)224-2172
Portland, Oregon 97204-3698
EXHIBIT 15
May 12, 1995
PacifiCorp
700 N.E. Multnomah
Portland, Oregon
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of PacifiCorp and subsidiaries for the periods ended
March 31, 1995 and 1994, as indicated in our report dated May 12, 1995;
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, is
incorporated by reference in Registration Statement Nos. 33-36452, 33-51163,
and 33-55309, all on Form S-3; in Registration Statement Nos. 33-49479,
33-58461, and Post-Effective Amendment No. 1 to Registration Statement No.
33-17970, all on Form S-8; and in Registration Statement Nos. 33-36239 and
33-58569 on Form S-4.
We are also aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that
Act.
DELOITTE & TOUCHE LLP
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PACIFICORP'S
FORM 10Q FOR THE PERIOD ENDING MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0000075594
<NAME> PACIFICORP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> QTR-1
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 8425000
<OTHER-PROPERTY-AND-INVEST> 668300
<TOTAL-CURRENT-ASSETS> 809300
<TOTAL-DEFERRED-CHARGES> 188800
<OTHER-ASSETS> 1932700
<TOTAL-ASSETS> 12024100
<COMMON> 2988700
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 502200
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3490900
367400
219000
<LONG-TERM-DEBT-NET> 3675700
<SHORT-TERM-NOTES> 178700
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 467200
<LONG-TERM-DEBT-CURRENT-PORT> 84000
0
<CAPITAL-LEASE-OBLIGATIONS> 27500
<LEASES-CURRENT> 1700
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3512000
<TOT-CAPITALIZATION-AND-LIAB> 12024100
<GROSS-OPERATING-REVENUE> 854200
<INCOME-TAX-EXPENSE> 67400
<OTHER-OPERATING-EXPENSES> 589800
<TOTAL-OPERATING-EXPENSES> 657200
<OPERATING-INCOME-LOSS> 197000
<OTHER-INCOME-NET> 1100
<INCOME-BEFORE-INTEREST-EXPEN> 198100
<TOTAL-INTEREST-EXPENSE> 83300
<NET-INCOME> 114800
10100
<EARNINGS-AVAILABLE-FOR-COMM> 104700
<COMMON-STOCK-DIVIDENDS> 75600
<TOTAL-INTEREST-ON-BONDS> 213300
<CASH-FLOW-OPERATIONS> 319800
<EPS-PRIMARY> .37
<EPS-DILUTED> .37
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PACFICORP'S
FORM 10K FOR THE YEAR ENDING DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<CIK> 0000075594
<NAME> PACIFICORP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 8282300
<OTHER-PROPERTY-AND-INVEST> 591000
<TOTAL-CURRENT-ASSETS> 815400
<TOTAL-DEFERRED-CHARGES> 206600
<OTHER-ASSETS> 1950300
<TOTAL-ASSETS> 11845600
<COMMON> 2985500
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 474300
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3459800
367400
219000
<LONG-TERM-DEBT-NET> 3742700
<SHORT-TERM-NOTES> 21700
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 433000
<LONG-TERM-DEBT-CURRENT-PORT> 93900
0
<CAPITAL-LEASE-OBLIGATIONS> 25500
<LEASES-CURRENT> 1900
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3480700
<TOT-CAPITALIZATION-AND-LIAB> 11845600
<GROSS-OPERATING-REVENUE> 3506500
<INCOME-TAX-EXPENSE> 249800
<OTHER-OPERATING-EXPENSES> 2484200
<TOTAL-OPERATING-EXPENSES> 2734000
<OPERATING-INCOME-LOSS> 772500
<OTHER-INCOME-NET> 30000
<INCOME-BEFORE-INTEREST-EXPEN> 802500
<TOTAL-INTEREST-EXPENSE> 334500
<NET-INCOME> 468000
39700
<EARNINGS-AVAILABLE-FOR-COMM> 428300
<COMMON-STOCK-DIVIDENDS> 305200
<TOTAL-INTEREST-ON-BONDS> 214000
<CASH-FLOW-OPERATIONS> 962100
<EPS-PRIMARY> 1.51
<EPS-DILUTED> 1.51
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PACIFICORP'S
FORM 10Q FOR THE PERIOD ENDING SEPTEMBER 30, 1994 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<CIK> 0000075594
<NAME> PACIFICORP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 8158000
<OTHER-PROPERTY-AND-INVEST> 647200
<TOTAL-CURRENT-ASSETS> 851000
<TOTAL-DEFERRED-CHARGES> 307500
<OTHER-ASSETS> 1905500
<TOTAL-ASSETS> 11869200
<COMMON> 2976900
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 434300
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3411200
367400
219000
<LONG-TERM-DEBT-NET> 3773100
<SHORT-TERM-NOTES> 130900
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 347100
<LONG-TERM-DEBT-CURRENT-PORT> 102500
0
<CAPITAL-LEASE-OBLIGATIONS> 26900
<LEASES-CURRENT> 2500
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3488600
<TOT-CAPITALIZATION-AND-LIAB> 11869200
<GROSS-OPERATING-REVENUE> 2616400
<INCOME-TAX-EXPENSE> 183400
<OTHER-OPERATING-EXPENSES> 1874800
<TOTAL-OPERATING-EXPENSES> 2058200
<OPERATING-INCOME-LOSS> 558200
<OTHER-INCOME-NET> 33700
<INCOME-BEFORE-INTEREST-EXPEN> 591900
<TOTAL-INTEREST-EXPENSE> 250300
<NET-INCOME> 341600
29700
<EARNINGS-AVAILABLE-FOR-COMM> 311900
<COMMON-STOCK-DIVIDENDS> 228500
<TOTAL-INTEREST-ON-BONDS> 214000
<CASH-FLOW-OPERATIONS> 762400
<EPS-PRIMARY> 1.10
<EPS-DILUTED> 1.10
</TABLE>
