<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, 1996
______________
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, 1996, there were 293,612,562 shares of registrant's common stock
outstanding.
<PAGE>1
PACIFICORP
<TABLE>
<CAPTION>
Page No.
________
<S> <C>
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 19
Item 1. Legal Proceedings 19
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 20
Signature 21
</TABLE>
<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,
______________________
1996 1995
______ ______
<S> <C> <C>
REVENUES $1,004.7 $ 858.6
_______ _______
EXPENSES
Operations 385.6 322.9
Maintenance 62.3 67.1
Administrative and general 83.6 60.3
Depreciation and amortization 128.6 110.5
Taxes, other than income taxes 32.3 31.6
_______ _______
TOTAL 692.4 592.4
_______ _______
INCOME FROM OPERATIONS 312.3 266.2
_______ _______
INTEREST EXPENSE AND OTHER
Interest expense 117.6 83.3
Interest capitalized (3.2) (3.4)
Other (income) expense (6.9) 4.1
_______ _______
TOTAL 107.5 84.0
_______ _______
Income before income taxes 204.8 182.2
Income taxes 74.9 67.4
_______ _______
NET INCOME 129.9 114.8
RETAINED EARNINGS BEGINNING OF PERIOD 632.4 474.3
Cash dividends declared
Preferred stock (9.1) (10.3)
Common stock per share: 1995 and
1994/$.27 (79.0) (76.6)
_______ _______
RETAINED EARNINGS END OF PERIOD $ 674.2 $ 502.2
======= =======
EARNINGS ON COMMON STOCK (Net
income less preferred dividend
requirement) $ 120.9 $ 104.7
Average number of common shares
outstanding (Thousands) 286,490 284,260
EARNINGS PER COMMON SHARE $ .42 $ .37
<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,
1996 1995
_________ ____________
<S> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Electric utility $11,044.4 $10,948.1
Electricity distributor 1,342.6 1,286.5
Telecommunications 1,584.5 1,592.9
Other 65.0 65.0
Accumulated depreciation and amortization (4,361.5) (4,280.5)
________ ________
Net 9,675.0 9,612.0
Construction work in progress 339.8 340.3
________ ________
TOTAL PROPERTY, PLANT AND EQUIPMENT 10,014.8 9,952.3
________ ________
CURRENT ASSETS
Cash and cash equivalents 21.0 22.2
Accounts receivable less allowance
for doubtful accounts: 1996/$7.5
and 1995/$7.4 544.9 545.0
Materials, supplies and fuel stock at
average cost 214.5 212.1
Inventory 64.4 62.8
Other 68.9 70.1
________ ________
TOTAL CURRENT ASSETS 913.7 912.2
________ ________
OTHER ASSETS
Investments in and advances to affiliated
companies 189.2 187.9
Intangible assets - net 761.8 743.2
Regulatory assets - net 1,065.3 1,060.3
Finance note receivable 217.0 217.5
Finance assets 443.2 453.7
Real estate investments 185.5 179.8
Deferred charges and other 304.1 308.3
________ ________
TOTAL OTHER ASSETS 3,166.1 3,150.7
________ ________
TOTAL ASSETS $14,094.6 $14,015.2
======== ========
<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,
1996 1995
_________ ____________
<S> <C> <C>
COMMON EQUITY
Common shareholders' capital
shares authorized 750,000,000;
shares outstanding: 1996/293,297,279
and 1995/284,276,709 $ 3,195.9 $ 3,012.9
Retained earnings 674.2 632.4
Guarantees of Employee Stock Ownership
Plan borrowings (9.3) (12.2)
________ ________
TOTAL COMMON EQUITY 3,860.8 3,633.1
________ ________
PREFERRED STOCK 311.5 311.5
________ ________
PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION 219.0 219.0
________ ________
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 5,170.0 4,968.2
________ ________
CURRENT LIABILITIES
Long-term debt and capital lease obligations
currently maturing 235.8 206.1
Notes payable and commercial paper 515.1 1,021.1
Accounts payable 368.0 345.3
Taxes, interest and dividends payable 316.5 256.4
Customer deposits and other 182.5 176.0
________ ________
TOTAL CURRENT LIABILITIES 1,617.9 2,004.9
________ ________
DEFERRED CREDITS
Income taxes 1,924.4 1,910.1
Investment tax credits 156.4 159.2
Other 811.2 786.2
________ ________
TOTAL DEFERRED CREDITS 2,892.0 2,855.5
________ ________
MINORITY INTEREST 23.4 23.0
________ ________
COMMITMENTS AND CONTINGENCIES (See Note 2)
TOTAL CAPITALIZATION AND LIABILITIES $14,094.6 $14,015.2
======== ========
<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,
______________________
1996 1995
______ ______
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 129.9 $ 114.8
Adjustments to reconcile net income
to net cash provided by operating
activities
Depreciation and amortization 133.6 114.6
Deferred income taxes and investment tax
credits - net 14.2 14.8
Other 26.0 7.2
Accounts receivable and prepayments 5.2 44.6
Materials, supplies, fuel stock and
inventory (3.2) (14.3)
Accounts payable and accrued liabilities 60.6 38.1
______ ______
NET CASH PROVIDED BY OPERATING ACTIVITIES 366.3 319.8
______ ______
CASH FLOWS FROM INVESTING ACTIVITIES
Construction (136.0) (146.2)
Assets acquired (7.5) (200.7)
Proceeds from sales of finance assets
and principal payments 38.4 23.5
Other 3.3 15.9
______ ______
NET CASH USED IN INVESTING ACTIVITIES (101.8) (307.5)
______ ______
<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,
______________________
1996 1995
______ ______
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Changes in short-term debt (506.0) 191.2
Proceeds from long-term debt 251.1 7.2
Proceeds from issuance of common stock 183.0 1.5
Dividends paid (85.8) (85.9)
Repayments of long-term debt and capital
lease obligations (64.3) (85.8)
Redemptions of capital stock (.5) (1.4)
Other (43.2) (15.8)
______ ______
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES (265.7) 11.0
______ ______
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1.2) 23.3
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 22.2 23.3
______ ______
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 21.0 $ 46.6
====== ======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for
Interest $ 146.9 $ 117.8
Income taxes net of refunds 17.9 13.6
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
<PAGE>7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 1996
1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial
statements as of March 31, 1996 and December 31, 1995 and for the periods
ended March 31, 1996 and 1995, 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, 1996 and 1995 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 1995 Annual Report on Form 10-K.
The condensed consolidated financial statements of the Company
include its integrated electric utility operating divisions of Pacific Power
and Utah Power and its wholly owned and majority owned subsidiaries. Major
subsidiaries, all of which are wholly owned, are: PacifiCorp Holdings, Inc.
("Holdings"), which holds all of the Company's nonintegrated electric utility
investments, including Powercor Australia Limited ("Powercor"), an Australian
electricity distributor purchased on December 12, 1995; and other investments,
including Pacific Telecom, Inc. ("Pacific Telecom"), a telecommunications
operation, 87% owned until September 25, 1995, and PacifiCorp Financial
Services, Inc., a financial services business. Together these businesses are
referred to herein as the Companies. Significant intercompany transactions
and balances have been eliminated.
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 1996 method of presentation. These 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 currently believes that disposition of these
matters will not have a materially adverse effect on the Company's
consolidated financial statements.
The Company's 1989 and 1990 federal income tax returns are currently
under examination by the Internal Revenue Service. The Company has received
an examination report for these years proposing adjustments that would
increase income tax by $13 million. The Company will protest certain of the
proposed adjustments.
<PAGE>8
As previously reported, 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 statements.
3. NEW ACCOUNTING STANDARD
Effective January 1, 1996, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 121 "Accounting for the Impairment
of Long Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No.
121 requires that long-lived assets and certain identifiable intangibles to be
held and used by an entity be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. The Company has evaluated its assets based upon SFAS No. 121
and within the context of SFAS 71 "Accounting for the Effects of Certain Types
of Regulation" for its regulated operations and has concluded that no assets
qualified for impairment and consequently no adjustments were required.
<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/
________________
1996 1995 (Decrease)
____ ____ __________
<S> <C> <C> <C>
(Dollars in Millions,
except per share)
Revenues $1,004.7 $ 858.6 17%
_______ ______
Income from operations 312.3 266.2 17
_______ ______
Net income 129.9 114.8 13
_______ ______
Earnings contribution
on common stock (1)
Electric Operations 86.3 80.7 7
Pacific Telecom 15.9 14.4 10
Powercor 10.8 - *
Other 7.9 9.6 (18)
_______ ______
Total $ 120.9 $ 104.7 15
======= ======
Earnings per common share $ .42 $ .37 14
Average number of common shares
outstanding (thousands) 286,490 284,260 1
<FN>
*Not a meaningful number.
(1) 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 1996 and 1995
_________________________________________________
. Earnings contribution on common stock increased $16 million or 15%.
.. Electric Operations' earnings contribution increased $6 million or 7%.
Residential and commercial revenues rose $21 million and $9 million,
respectively. Of these increases, $7 million was due to a 2% increase
in the average number of customers, $7 million was from increased
customer usage and $12 million was due to the effect of temperatures
that were three degrees cooler in 1996. Wholesale revenues increased
$28 million due to a 73% increase in energy sales volumes, partially
offset by lower prices. Fuel expense declined $6 million primarily due
to a 9% decrease in thermal production and a 15% increase in hydro
production. An increase of $36 million in purchased power, increased
interest expense of $5 million, increased depreciation of $5 million
and increases in other operating expenses of $10 million partially
offset these improvements.
<PAGE>10
.. Pacific Telecom's earnings contribution increased $2 million or 10%
primarily due to the effect of PacifiCorp's 100% ownership of Pacific
Telecom in 1996 versus 87% in 1995. Increased earnings of $4 million
resulting from local exchange company ("LEC") assets acquired in 1995
and the $3 million effect of 5% growth in existing local exchange
operations and growth in cellular operations were offset by a
$9 million decrease resulting from the sale of Alascom, Inc.
("Alascom") in August 1995.
.. The earnings contribution of Powercor, an Australian electricity
distributor, acquired in December 1995, was $11 million.
.. The earnings contribution of other businesses decreased $2 million or
18% primarily due to increased interest expense of $10 million
resulting from higher debt levels and interest on tax settlements,
partially offset by after-tax gains of $5 million on sales of finance
assets.
. The average number of common shares outstanding rose 1% due to a public
offering of 8,500,000 shares on March 11, 1996 and issuances under the
dividend reinvestment plan (the "Plan"). The Company periodically
evaluates the advantages of common share issuances in the context of its
current capital structure, financing needs and market price and began to
issue common stock under the Plan in February 1996, following a period
during which open market purchases had been used for the Plan.
<PAGE>11
RESULTS OF OPERATIONS
<TABLE>
Electric Operations
___________________
<CAPTION>
Percentage
First Quarter Increase/
________________
1996 1995 (Decrease)
____ ____ __________
<S> <C> <C> <C>
(Dollars in Millions)
Revenues
Residential $227.5 $207.0 10%
Commercial 151.0 142.2 6
Industrial 165.6 165.3 -
Other 7.6 7.3 4
_____ _____
Retail sales 551.7 521.8 6
Wholesale sales 140.4 112.1 25
Other 13.0 14.6 (11)
_____ _____
Total 705.1 648.5 9
Operating expenses 485.4 440.0 10
_____ _____
Income from operations 219.7 208.5 5
Interest expense 74.1 68.7 8
Other income - net (7.7) (5.8) 33
Income taxes 58.0 54.8 6
_____ _____
Net income 95.3 90.8 5
Preferred dividend requirement 9.0 10.1 (11)
_____ _____
Earnings contribution $ 86.3 $ 80.7 7
===== =====
Energy sales (millions of kWh)
Residential 3,771 3,466 9
Commercial 2,784 2,640 5
Industrial 4,774 4,697 2
Other 151 149 1
______ ______
Retail sales 11,480 10,952 5
Wholesale sales 5,673 3,284 73
______ ______
Total 17,153 14,236 20
====== ======
Residential average usage (kWh) 3,196 2,985 7
Total customers (end of period) 1,378,377 1,335,977 3
</TABLE>
Comparison of the first quarters of 1996 and 1995
_________________________________________________
. Revenues increased $57 million or 9%.
.. Residential revenues increased $21 million or 10% and kWh volume
increased 9% primarily due to the $10 million effect of temperatures
that averaged 3 degrees cooler than in 1995, the $4 million effect of a
2% increase in the average number of residential customers and a
$4 million increase from higher customer usage.
.. Commercial revenues increased $9 million or 6% primarily due to a
$3 million increase from higher customer usage, the $3 million effect
of a 2% increase in the average number of commercial customers and the
$2 million effect of cooler temperatures in 1996.
<PAGE>12
.. Wholesale revenues increased $28 million or 25% while kWh volume
increased 73%. Higher short-term and spot market sales volumes added
$23 million to revenues. Additionally, new long-term contract volumes
and higher long-term prices increased revenues $11 million and
$3 million, respectively. The increases were partially offset by a
revenue decrease of $10 million due to a 43% decline in prices for
short-term and spot market sales resulting from increased competition,
surplus hydro generation in the region and low natural gas prices.
. Operating expenses increased $45 million or 10%.
.. Fuel expense decreased $6 million or 5%. Thermal generation declined
1,125,000 mWh or 9% due to a 223,000 mWh or 15% increase in hydro
generation and the availability of lower-cost purchased power in the
spot market.
.. Purchased power expense increased $36 million or 48% while kWh volume
purchased more than tripled. A $31 million increase in short-term and
spot market purchases resulted from a 3.1 million mWh, or six-fold,
increase in volume, partially offset by the $3 million effect of prices
that averaged 11% below the prior year. An increase of $6 million was
due to higher volumes and prices for long-term firm contract purchases.
Bonneville Power Administration ("BPA"), a wholesale power and wheeling
supplier, increased its rates effective October 1, 1995. The rates
increase Electric Operations' capacity and wheeling expenses by
approximately $4 million annually and will reduce the exchange benefits
directly received by Electric Operations' residential and small farm
customers by approximately $10 million annually. Electric Operations
has received approval for price increases that allow it to recover the
loss of exchange benefits.
On July 10, 1995, BPA issued its initial 1996 rate case proposal. This
proposal has been the subject of a rate hearing which is expected to
conclude June 17, 1996, with new wholesale power and wheeling rates to
be effective October 1, 1996. Two events have reduced the potential
effects of BPA's proposal on Electric Operations: an executed
settlement has reduced the size of the proposed network wheeling rate
increase; and President Clinton has signed into law the Energy and
Water Development Appropriations Act of 1995 (the "Act") which, among
other things, provided a set amount of residential exchange benefits
for 1997.
While these events have largely mitigated the impacts of BPA's initial
proposal, BPA's new rates will increase Electric Operations' annual
capacity and wheeling expenses by an estimated $2 million and may
reduce the residential exchange benefits directly received by Electric
Operations' residential and small farm customers by a small amount.
Electric Operations will likely seek approval for price increases that
would allow it to recover any loss of residential exchange benefits.
.. Administrative and general expense increased $5 million or 12%
primarily due to the timing of overhead expenses.
.. Depreciation and amortization expense increased $5 million or 6%
primarily due to additional plant in service.
<PAGE>13
. Earnings contribution increased $6 million or 7%.
.. Income from operations increased $11 million or 5%.
.. Interest expense increased $5 million or 8% primarily due to the
effects of higher levels of debt outstanding in 1996.
.. Other income increased $2 million primarily due to $3 million of sales
of sulphur dioxide emission allowances in 1996.
.. Income tax expense increased $3 million or 6% primarily due to
increased taxable income. The tax effect of the reversal of deductions
flowed through to ratepayers in prior years was substantially offset by
the tax effect of other current tax deductions.
<PAGE>14
<TABLE>
Pacific Telecom
_______________
<CAPTION>
Percentage
First Quarter Increase/
________________
1996 1995 (Decrease)
____ ____ __________
<S> <C> <C> <C>
(Dollars in Millions)
Revenues
Local network service $ 33.2 $ 27.3 22%
Network access service 63.5 47.8 33
Long distance network service .4 62.1 (99)
Private line service - 15.2 *
Sales of cable capacity - 1.6 *
Cellular and other 27.3 27.7 (1)
_____ _____
Total 124.4 181.7 (32)
Operating expenses 89.0 141.5 (37)
_____ _____
Income from operations 35.4 40.2 (12)
Interest expense 10.1 10.0 1
Other (income) expense - net (.9) 3.1 (129)
Income taxes 10.2 10.4 (2)
_____ _____
Net Income 16.0 16.7 (4)
Minority interest and other .1 2.3 (96)
_____ _____
Earnings contribution $ 15.9 $ 14.4 10
===== =====
Telephone access lines (end
of period) 536,548 475,804 13
<FN>
*Not a meaningful number.
</FN>
</TABLE>
On September 25, 1995, Holdings acquired the 13% publicly held
minority interest of Pacific Telecom.
On August 7, 1995, Pacific Telecom closed the sale of the stock of
Alascom to AT&T Corp., in a transaction providing $366 million in proceeds.
The table below contains summarized income statement data for Alascom. The
table below does not include interest allocations made by Pacific Telecom in
the period.
<TABLE>
<CAPTION>
First Quarter
_____________
1995
____
<S> <C>
(Dollars in Millions)
Revenues
Long distance network service $ 61.8
Private line service 15.2
Other 4.9
_____
Total 81.9
Operating expenses 66.6
_____
Income from operations 15.3
Other income - net (.5)
Income taxes 6.0
_____
Net income 8.8
Minority interest and other 1.4
_____
Earnings contribution $ 7.4
=====
</TABLE>
<PAGE>15
The discussion below is presented excluding the effect of Alascom's earnings
contribution in the 1995 period.
Comparison of the first quarters of 1996 and 1995.
_________________________________________________
. Revenues increased $25 million or 25%.
.. Local network service revenues increased $6 million or 22% primarily
due to increased revenues of $4 million from LEC assets acquired in
1995 and increases of $1 million in enhanced service revenues and
$1 million from the effects of customer and internal access line
growth. Pacific Telecom acquired properties with 53,000 access lines in
Colorado in February 1995 and additional properties with 37,000 access
lines in Oregon and Washington later in 1995.
.. Network access service revenues increased $16 million or 33% primarily
due to increases of $13 million from LEC assets acquired, $2 million
from access line growth of 5%, exclusive of acquisitions, and
$1 million due to revised LEC revenue estimates for prior years. The
increases were partially offset by a $1 million decrease in Universal
Service Fund ("USF") support. The national average cost per access
line to provide service to rural telephone customers (the USF
benchmark) increased while Pacific Telecom's cost per access line
increased at a rate below the national average. This caused a slight
decrease in USF support received per access line.
.. Cellular and other revenue increased $4 million or 19% primarily due to
an increase of $3 million in cellular revenues resulting from customer
growth and higher roaming revenues.
. Operating expenses increased $14 million or 19%.
.. Maintenance expense increased $3 million or 16% due to an increase of
$3 million from LEC assets acquired.
.. Administrative and general expense increased $3 million or 27%
primarily due to an increase of $2 million from LEC assets acquired and
$2 million due to higher administrative support costs for information
systems and benefits.
.. Depreciation expense increased $6 million or 31% primarily due to a
$5 million increase from LEC assets acquired and $1 million due to
increased LEC plant in service.
. Earnings contribution increased $9 million or 127%.
.. Income from operations increased $11 million or 42%. Excluding the
$6 million effect of LEC assets acquired, income from operations
increased $5 million or 20%.
.. Other income increased $4 million primarily due to a $2 million
increase in income from cellular and other investments and lower
unallocated administrative costs of $1 million in 1996.
.. Income tax expense increased $6 million or 132% due to higher taxable
income.
<PAGE>16
<TABLE>
Powercor
________
<CAPTION>
First Quarter
_____________
1996
____
<S> <C>
(Dollars in Millions)
Revenues
Domestic $ 50.2
Commercial 32.8
Industrial 42.1
Other 14.7
_____
Total 139.8
Operating expenses 103.6
_____
Income from operations 36.2
Interest expense 18.5
Income taxes 6.9
_____
Earnings contribution $ 10.8
=====
Energy sales (millions of kWh)
Domestic 572
Commercial 395
Industrial 754
Other 151
_____
Total 1,872
=====
</TABLE>
First quarter of 1996
_____________________
Powercor was acquired by Holdings on December 12, 1995 for
approximately $1.6 billion. The transaction was financed with borrowings in
the U.S. by Holdings, which have not been allocated to the Australian
operations, borrowings in Australia by PacifiCorp Australia LLC, and an equity
contribution from PacifiCorp. At March 31, 1996, the Australian debt totaled
$918 million.
In the first quarter of 1996, Powercor contributed $11 million of
earnings to PacifiCorp on revenues of $140 million and operating income of
$36 million. Purchased power costs totaled $60 million and depreciation and
amortization expense totaled $16 million. Powercor incurred interest expense
of $19 million and income taxes of $7 million in the quarter.
Powercor obtains most of its required electricity through a state-
wide generation pool. Pool prices vary depending on certain conditions,
including weather, economic growth and other factors influencing supply and
demand for electric power. Powercor has hedged its pool price exposure with a
number of vesting contracts. Prices under the contracts are lower in the
Australian summer months because demand is lowest, resulting in higher profit
margins for Powercor in the first quarter than can be expected in other
quarters of the year.
<PAGE>17
FINANCIAL CONDITION -
For the three months ended March 31, 1996:
Net cash flows of $366 million were provided by operating activities
during the period. Uses for cash were: $136 million for construction program
expenditures and $86 million for dividends.
During the period, the Company issued 520,570 shares of its common
stock under the Dividend Reinvestment Plan.
During January 1996, the Company issued $200 million of secured
medium-term notes in the form of First Mortgage and Collateral Trust Bonds
with interest rates ranging from 6.1% to 6.7% and maturities from 2006 to
2026. Proceeds were used to repay short-term debt that had been classified as
long-term debt at December 31, 1995.
The Company issued 8,500,000 shares of common stock to the public
for proceeds of $172 million in March 1996 and 290,000 shares in April 1996
for proceeds of $6 million. Proceeds were used to repay short-term debt.
In April 1996, Holdings issued $150 million of 6.75% senior notes
due 2001 and $100 million of 7.2% senior notes due 2006 for proceeds of
$247 million. Proceeds were used to repay short-term debt that has been
classified as long-term at March 31, 1996.
Pacific Telecom has signed definitive agreements with U.S. West
Communications, Inc. to purchase local exchange telephone properties in
Minnesota with 26,600 access lines and with GTE North Incorporated to purchase
properties in Michigan with 11,100 access lines. Both acquisitions are
subject to regulatory approval. Pacific Telecom expects to fund these
acquisitions through the issuance of external debt and internally generated
funds.
At March 31, 1996, the Company had $267 million of commercial paper
and bank borrowings outstanding at an average weighted rate of 5.4%. These
borrowings are supported by a $500 million revolving credit agreement. At
March 31, 1996, the consolidated subsidiaries had access to $1.8 billion of
short-term funds through committed bank revolving credit agreements.
Subsidiaries had $376 million of commercial paper outstanding at March 31,
1996, as well as borrowings of $1.1 billion under bank revolving credit
facilities. At March 31, 1996, the Companies had $1.2 billion 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.
The Company believes that its existing and available capital
resources are sufficient to meet working capital, dividend and the majority of
construction needs in 1996.
______________________________________________________________________________
The condensed consolidated financial statements as of March 31, 1996
and December 31, 1995 and for the three-month periods ended March 31, 1996 and
1995 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>18
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, 1996, and the related condensed
consolidated statements of income and retained earnings and of cash flows for
the three-month periods ended March 31, 1996 and 1995. 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, 1995, 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 13, 1996 we expressed an unqualified
opinion on those consolidated financial statements and included an explanatory
paragraph relating to the change in the Company's method of accounting for
income taxes and other postretirement benefits. In our opinion, the informa-
tion set forth in the accompanying condensed consolidated balance sheet
as of December 31, 1995 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
April 29, 1996
<PAGE>19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
______ _________________
On April 2, 1996, the Utah Municipal Power Agency ("UMPA") and Provo
City, Utah served an action against PacifiCorp asserting 13
different causes of action, all relating to the plaintiffs'
ownership interest in the Hunter Steam Electric Generating Unit I
("Hunter I") in Emery County, Utah, which is operated by PacifiCorp.
(Utah Municipal Power Agency and Provo City, Utah v. PacifiCorp,
______________________________________________________________
Civil No. 2:96CV 0290C, US District Court for the District of Utah,
Central Division). The complaint alleges, among other things, an
illegal tieing arrangement in the supply of coal by PacifiCorp to
Hunter I, violations of various federal and state antitrust laws,
breach of contract, breach of fiduciary duties and breach of a duty
of good faith and fair dealing. The complaint seeks damages in
amounts to be proven at trial, trebled in the case of the antitrust
claims, and certain declaratory rulings.
A tentative settlement has been reached with respect to the pending
litigation and notice of violation of air quality regulations
relating to the Hayden Generating Station ("the Station"). See
"Item 3. Legal Proceedings" in the Company's Annual Report on Form
10-K for the year ended December 31, 1995. Under the terms of the
tentative settlement, the co-owners of the Station have agreed to
install baghouses to control opacity, scrubbers to control sulfur
dioxide emissions and additional boiler technology to control
nitrogen oxide emissions at the Station. The co-owners have also
agreed to pay civil penalties and make certain contributions in an
aggregate amount of $4,250,000. PacifiCorp would be obligated with
respect to approximately 17.5% of that amount and of the cost of
installing new equipment at the Station. The terms of the tentative
settlement are contained in a consent decree that will be subject to
public comment and subsequent approval by the court. (Sierra
______
Club v. Public Service Company of Colorado, Inc., Salt River Project
____________________________________________________________________
Agricultural Improvement and Power District, and PacifiCorp, Case
___________________________________________________________
No. 93-B-1749, U.S. District Court for the District of Colorado).
Item 5. Other Information
______ _________________
The Southwest Air Pollution Control Authority ("SWAPCA") and
PacifiCorp agreed to a withdrawal of SWAPCA's order applying
Reasonably Available Control Technology ("RACT") to the Centralia
generating plant. See "Item 1. Business--Electric Utility
Operations--Environment" in the Company's Annual Report on Form 10-K
for the year ended December 31, 1995. On April 5, 1996, the
Washington Pollution Controls Hearing Board denied SWAPCA's motion
to dismiss the pending appeal of SWAPCA's RACT order and postponed a
hearing on the appeal to January 1997.
<PAGE>20
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: Financial Data Schedule for the quarter ended March 31,
1996 (filed electronically only).
(b) Reports on Form 8-K. None.
<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 8, 1996 By RICHARD T. O'BRIEN
_________________________ ___________________________________
Richard T. O'Brien
Senior Vice President
(Chief Financial 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, 1996 (filed electronically only).
Exhibit 27(b): Restated Financial Data Schedule for the year
ended December 31, 1995 (filed electronicall only).
Exhibit 27(c): Restated Financial Data Schedule for the quarter
ended September 30, 1995 (filed electronically only).
Exhibit 27(d): Restated Financial Data Schedule for the quarter
ended June 30, 1995 (filed electronically only).
Exhibit 27(e): Restated Financial Data Schedule for the quarter
ended March 31, 1995 (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>
YEAR ENDED DECEMBER 31, Three Months
______________________________________________ Ended
1991 1992 1993 1994 1995 March 31, 1996
____ ____ ____ ____ ____ ______________
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges, as defined:*
Interest expense..................... $ 428.0 $ 409.7 $ 377.8 $ 336.8 $ 378.7 $117.6
Estimated interest portion
of rentals charged to expense...... 20.4 17.1 20.1 19.5 16.7 2.7
_______ _______ _______ _______ _______ _____
Total fixed charges.......... $ 448.4 $ 426.8 $ 397.9 $ 356.3 $ 395.4 $120.3
======= ======= ======= ======= ======= =====
Earnings, as defined:*
Income from continuing
operations......................... $ 446.8 $ 150.2 $ 422.7 $ 468.0 $ 505.0 $129.9
Add (deduct):
Provision for income taxes......... 176.7 90.8 187.4 249.8 238.8 74.9
Minority interest.................. 14.1 8.4 11.3 13.3 18.9 0.5
Undistributed income of less
than 50% owned affiliates........ (1.8) (5.7) (16.2) (14.7) (15.0) (1.6)
Fixed charges as above............. 448.4 426.8 397.9 356.3 395.4 120.3
_______ _______ _______ _______ _______ _____
Total earnings............... $1,084.2 $ 670.5 $1,003.1 $1,072.7 $1,143.1 $324.0
======= ======= ======= ======= ======= =====
Ratio of Earnings to Fixed Charges..... 2.4x 1.6x 2.5x 3.0x 2.9x 2.7x
==== ==== ==== ==== ==== ====
<FN>
_______________
*"Fixed charges" represent consolidated interest charges and an estimated amount representing the interest
factor in rents. "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>
YEAR ENDED DECEMBER 31, Three Months
______________________________________________ Ended
1991 1992 1993 1994 1995 March 31, 1996
____ ____ ____ ____ ____ ______________
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges, as defined:*
Interest expense..................... $ 428.0 $ 409.7 $ 377.8 $ 336.8 $ 378.7 $117.6
Estimated interest portion
of rentals charged to expense...... 20.4 17.1 20.1 19.5 16.7 2.7
_______ _______ _______ _______ _______ _____
Total fixed charges.......... 448.4 426.8 397.9 356.3 395.4 120.3
Preferred Stock Dividends,
as defined:*....................... 37.4 59.9 56.8 60.8 57.0 14.2
_______ _______ _______ _______ _______ _____
Total fixed charges and
preferred dividends........ $ 485.8 $ 486.7 $ 454.7 $ 417.1 $ 452.4 $134.5
======= ======= ======= ======= ======= =====
Earnings, as defined:*
Income from continuing operations.... $ 446.8 $ 150.2 $ 422.7 $ 468.0 $ 505.0 $129.9
Add (deduct):
Provision for income taxes......... 176.7 90.8 187.4 249.8 238.8 74.9
Minority interest.................. 14.1 8.4 11.3 13.3 18.9 0.5
Undistributed income of less than
50% owned affiliates............. (1.8) (5.7) (16.2) (14.7) (15.0) (1.6)
Fixed charges as above............. 448.4 426.8 397.9 356.3 395.4 120.3
_______ _______ _______ _______ _______ _____
Total earnings............... $1,084.2 $ 670.5 $1,003.1 $1,072.7 $1,143.1 $324.0
======= ======= ======= ======= ======= =====
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends...................... 2.2x 1.4x 2.2x 2.6x 2.5x 2.4x
==== ==== ==== ==== ==== ====
<FN>
_______________
*"Fixed charges" represent consolidated interest charges and an estimated amount representing the interest
factor in rents. "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 8, 1996
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, 1996 and 1995, as indicated in our report dated April 29, 1996;
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, 1996, is
incorporated by reference in Registration Statement Nos. 33-62095, 33-51163,
and 33-55309, all on Form S-3; in Registration Statement Nos. 33-58461,
33-51277, 33-54169, 33-56625, 33-57043, and 333-01545 and Post-Effective
Amendment No. 1 to Registration Statement No. 33-17970, all on Form S-8; and
in Registration Statement No. 33-36239 on Form S-4.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, 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
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM PACIFICORP'S MARCH 31, 1996 FORM 10-Q 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 8485300
<OTHER-PROPERTY-AND-INVEST> 2480500
<TOTAL-CURRENT-ASSETS> 913700
<TOTAL-DEFERRED-CHARGES> 304100
<OTHER-ASSETS> 1911000
<TOTAL-ASSETS> 14094600
<COMMON> 3186600
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 674200
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3860800
311500
219000
<LONG-TERM-DEBT-NET> 4845600
<SHORT-TERM-NOTES> 181900
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 632200
<LONG-TERM-DEBT-CURRENT-PORT> 234400
0
<CAPITAL-LEASE-OBLIGATIONS> 25400
<LEASES-CURRENT> 1400
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3782400
<TOT-CAPITALIZATION-AND-LIAB> 14094600
<GROSS-OPERATING-REVENUE> 1004700
<INCOME-TAX-EXPENSE> 74900
<OTHER-OPERATING-EXPENSES> 692400
<TOTAL-OPERATING-EXPENSES> 767300
<OPERATING-INCOME-LOSS> 237400
<OTHER-INCOME-NET> 10100
<INCOME-BEFORE-INTEREST-EXPEN> 247500
<TOTAL-INTEREST-EXPENSE> 117600
<NET-INCOME> 129900
9000
<EARNINGS-AVAILABLE-FOR-COMM> 120900
<COMMON-STOCK-DIVIDENDS> 76700
<TOTAL-INTEREST-ON-BONDS> 214800
<CASH-FLOW-OPERATIONS> 366300
<EPS-PRIMARY> .42
<EPS-DILUTED> .42
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM PACIFICORP'S DECEMBER 31, 1995 ANNUAL REPORT FORM 10-K 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-31-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 8491100
<OTHER-PROPERTY-AND-INVEST> 2392300
<TOTAL-CURRENT-ASSETS> 912200
<TOTAL-DEFERRED-CHARGES> 308300
<OTHER-ASSETS> 1911300
<TOTAL-ASSETS> 14015200
<COMMON> 3000700
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 632400
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3633100
311500
219000
<LONG-TERM-DEBT-NET> 4892400
<SHORT-TERM-NOTES> 367000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 704100
<LONG-TERM-DEBT-CURRENT-PORT> 204600
0
<CAPITAL-LEASE-OBLIGATIONS> 25800
<LEASES-CURRENT> 1500
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3656200
<TOT-CAPITALIZATION-AND-LIAB> 14015200
<GROSS-OPERATING-REVENUE> 3425400
<INCOME-TAX-EXPENSE> 238800
<OTHER-OPERATING-EXPENSES> 2369600
<TOTAL-OPERATING-EXPENSES> 2608400
<OPERATING-INCOME-LOSS> 817000
<OTHER-INCOME-NET> 66700
<INCOME-BEFORE-INTEREST-EXPEN> 883700
<TOTAL-INTEREST-EXPENSE> 378700
<NET-INCOME> 505000
38700
<EARNINGS-AVAILABLE-FOR-COMM> 466300
<COMMON-STOCK-DIVIDENDS> 307100
<TOTAL-INTEREST-ON-BONDS> 212800
<CASH-FLOW-OPERATIONS> 912000
<EPS-PRIMARY> 1.64
<EPS-DILUTED> 1.64
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM PACIFICORP'S SEPTEMBER 30, 1995 FORM 10-Q 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-31-1995
<PERIOD-END> SEP-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 8377300
<OTHER-PROPERTY-AND-INVEST> 716300
<TOTAL-CURRENT-ASSETS> 734000
<TOTAL-DEFERRED-CHARGES> 214700
<OTHER-ASSETS> 1912700
<TOTAL-ASSETS> 11955000
<COMMON> 2995700
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 591100
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3586800
367400
219000
<LONG-TERM-DEBT-NET> 3680300
<SHORT-TERM-NOTES> 91900
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 349200
<LONG-TERM-DEBT-CURRENT-PORT> 239600
0
<CAPITAL-LEASE-OBLIGATIONS> 26900
<LEASES-CURRENT> 1700
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3392200
<TOT-CAPITALIZATION-AND-LIAB> 11955000
<GROSS-OPERATING-REVENUE> 2528500
<INCOME-TAX-EXPENSE> 175100
<OTHER-OPERATING-EXPENSES> 1755200
<TOTAL-OPERATING-EXPENSES> 1930300
<OPERATING-INCOME-LOSS> 598200
<OTHER-INCOME-NET> 61300
<INCOME-BEFORE-INTEREST-EXPEN> 659500
<TOTAL-INTEREST-EXPENSE> 282200
<NET-INCOME> 377300
30400
<EARNINGS-AVAILABLE-FOR-COMM> 346900
<COMMON-STOCK-DIVIDENDS> 230300
<TOTAL-INTEREST-ON-BONDS> 213100
<CASH-FLOW-OPERATIONS> 704100
<EPS-PRIMARY> 1.22
<EPS-DILUTED> 1.22
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted
from PacifiCorp's Form 10-Q dated June 30, 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 8464300
<OTHER-PROPERTY-AND-INVEST> 670500
<TOTAL-CURRENT-ASSETS> 814100
<TOTAL-DEFERRED-CHARGES> 205100
<OTHER-ASSETS> 1922000
<TOTAL-ASSETS> 12076000
<COMMON> 2991700
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 509100
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3500800
367400
219000
<LONG-TERM-DEBT-NET> 3827700
<SHORT-TERM-NOTES> 214300
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 343100
<LONG-TERM-DEBT-CURRENT-PORT> 140600
0
<CAPITAL-LEASE-OBLIGATIONS> 27300
<LEASES-CURRENT> 1700
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3434100
<TOT-CAPITALIZATION-AND-LIAB> 12076000
<GROSS-OPERATING-REVENUE> 1672100
<INCOME-TAX-EXPENSE> 93000
<OTHER-OPERATING-EXPENSES> 1186000
<TOTAL-OPERATING-EXPENSES> 1279000
<OPERATING-INCOME-LOSS> 393100
<OTHER-INCOME-NET> 14200
<INCOME-BEFORE-INTEREST-EXPEN> 407300
<TOTAL-INTEREST-EXPENSE> 199000
<NET-INCOME> 208300
20300
<EARNINGS-AVAILABLE-FOR-COMM> 188000
<COMMON-STOCK-DIVIDENDS> 152300
<TOTAL-INTEREST-ON-BONDS> 213500
<CASH-FLOW-OPERATIONS> 429000
<EPS-PRIMARY> .66
<EPS-DILUTED> .66
</TABLE>
<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>
<RESTATED>
<CIK> 0000075594
<NAME> PACIFICORP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<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> 858600
<INCOME-TAX-EXPENSE> 67400
<OTHER-OPERATING-EXPENSES> 592500
<TOTAL-OPERATING-EXPENSES> 659900
<OPERATING-INCOME-LOSS> 198700
<OTHER-INCOME-NET> (600)
<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>
