<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 June 30, 1997
_____________
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 July 31, 1997, there were 296,162,794 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 Statements of Cash Flows 3
Condensed Consolidated Balance Sheets 4
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II. OTHER INFORMATION 29
Item 1. Legal Proceedings 29
Item 4. Submission of Matters to a Vote of Security Holders 29
Item 6. Exhibits and Reports on Form 8-K 30
Signature 31
</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 Six Months Ended
June 30, June 30,
__________________ _________________
1997 1996 1997 1996
______ ______ ______ ______
<S> <C> <C> <C> <C>
REVENUES $1,220.1 $ 856.6 $2,261.9 $1,740.0
_______ _______ _______ _______
EXPENSES
Operations 714.3 378.7 1,236.0 747.7
Maintenance 61.7 59.9 114.7 109.7
Administrative and general 81.1 67.1 150.1 125.1
Depreciation and amortization 114.7 105.0 224.0 207.3
Taxes, other than income taxes 26.4 27.4 53.8 54.8
_______ _______ _______ _______
TOTAL 998.2 638.1 1,778.6 1,244.6
_______ _______ _______ _______
INCOME FROM OPERATIONS 221.9 218.5 483.3 495.4
_______ _______ _______ _______
INTEREST EXPENSE AND OTHER
Interest expense 113.2 98.4 219.7 205.9
Interest capitalized (3.3) (3.4) (6.2) (6.5)
Other income - net (4.3) 3.2 (5.3) (3.0)
_______ _______ _______ _______
TOTAL 105.6 98.2 208.2 196.4
_______ _______ _______ _______
Income from continuing operations
before income taxes 116.3 120.3 275.1 299.0
Income tax expense 40.6 39.0 96.7 103.7
_______ _______ _______ _______
Income from continuing operations 75.7 81.3 178.4 195.3
Discontinued Operations (less applicable
income tax expense: 1997/$12.3 and
$25.2, 1996/$11.5 and $21.7 19.1 17.9 37.4 33.8
_______ _______ _______ _______
NET INCOME 94.8 99.2 215.8 229.1
RETAINED EARNINGS BEGINNING OF PERIOD 818.4 674.2 782.8 632.4
Cash dividends declared
Preferred stock (5.5) (8.7) (11.1) (17.8)
Common stock per share: 1997 and
1996/$.27 and $.54 (80.0) (79.7) (159.8) (158.7)
_______ _______ _______ _______
RETAINED EARNINGS END OF PERIOD $ 827.7 $ 685.0 $ 827.7 $ 685.0
======= ======= ======= =======
EARNINGS ON COMMON STOCK (Net income
less preferred dividend requirement) $ 88.7 $ 90.2 $ 203.6 $ 211.1
Average number of common shares
outstanding (Thousands) 295,901 293,864 295,648 290,177
EARNINGS PER COMMON SHARE
Continuing operations $ .24 $ .25 $ .56 $ .61
Discontinued operations .06 .06 .13 .12
_______ _______ _______ _______
TOTAL $ .30 $ .31 $ .69 $ .73
======= ======= ======= =======
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
<PAGE>3
<TABLE>
PACIFICORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of Dollars)
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
______________________
1997 1996
______ ______
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income from continuing operations $ 178.4 $ 195.3
Adjustments to reconcile net income
to net cash provided by operating
activities
Depreciation and amortization 232.3 215.8
Deferred income taxes and investment tax
credits - net 21.2 9.3
Other (6.1) 17.8
Accounts receivable and prepayments (11.3) 21.0
Materials, supplies, fuel stock and
inventory (12.5) (2.4)
Accounts payable and accrued liabilities 3.0 12.0
______ ______
Net cash provided by continuing operations 405.0 468.8
Net cash provided by (used in) discontinued
operations (12.9) 19.4
______ ______
NET CASH PROVIDED BY OPERATING ACTIVITIES 392.1 488.2
______ ______
CASH FLOWS FROM INVESTING ACTIVITIES
Construction (278.3) (249.2)
Investments in and advances to
affiliated companies - net (32.9) 3.2
Operating companies and assets acquired (281.5) (10.9)
Proceeds from sales of finance assets
and principal payments 30.6 42.7
Other (25.5) 9.3
______ ______
NET CASH USED IN INVESTING ACTIVITIES (587.6) (204.9)
______ ______
CASH FLOWS FROM FINANCING ACTIVITIES
Changes in short-term debt (85.1) (574.4)
Proceeds from long-term debt 735.2 255.4
Proceeds from issuance of common stock 20.8 200.0
Proceeds from issuance of Trust holding solely
PacifiCorp debentures preferred securities - 210.1
Dividends paid (170.5) (173.7)
Repayments of long-term debt (245.9) (76.2)
Redemptions of capital stock (3.0) (1.3)
Other (51.1) (38.0)
______ ______
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 200.4 (198.1)
______ ______
INCREASE IN CASH AND CASH EQUIVALENTS 4.9 85.2
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8.4 15.8
______ ______
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13.3 $ 101.0
====== ======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for
Interest (net of amount capitalized) $ 251.0 $ 223.7
Income taxes 96.4 114.1
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
<PAGE>4
<TABLE>
PACIFICORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions of Dollars)
(Unaudited)
ASSETS
<CAPTION>
June 30, December 31,
1997 1996
________ ____________
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 13.3 $ 8.4
Accounts receivable less allowance
for doubtful accounts: 1997/$9.7
and 1996/$8.5 703.2 620.9
Materials, supplies and fuel stock at
average cost 194.0 181.3
Other 66.8 71.8
________ ________
TOTAL CURRENT ASSETS 977.3 882.4
PROPERTY, PLANT AND EQUIPMENT
Domestic Electric Operations 11,888.0 11,698.8
Australian Electric Operations 1,318.1 1,361.9
Other Operations 260.4 68.8
Accumulated depreciation and amortization (4,032.0) (3,862.4)
________ ________
TOTAL PROPERTY, PLANT AND EQUIPMENT - NET 9,434.5 9,267.1
OTHER ASSETS
Investments in and advances to affiliated
companies 379.6 253.9
Intangible assets - net 584.6 480.7
Regulatory assets - net 1,014.0 1,022.8
Finance note receivable 213.3 214.6
Finance assets - net 432.0 425.6
Real estate investments 229.6 217.0
Deferred charges and other 325.6 268.7
Net assets of discontinued operations 789.9 779.5
________ ________
TOTAL OTHER ASSETS 3,968.6 3,662.8
________ ________
TOTAL ASSETS $14,380.4 $13,812.3
======== ========
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
<PAGE>5
<TABLE>
PACIFICORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions of Dollars)
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
June 30, December 31,
1997 1996
________ ____________
<S> <C> <C>
CURRENT LIABILITIES
Long-term debt currently maturing $ 272.8 $ 219.8
Notes payable and commercial paper 599.1 683.5
Accounts payable 470.3 477.5
Taxes, interest and dividends payable 313.9 290.8
Customer deposits and other 106.3 83.7
________ ________
TOTAL CURRENT LIABILITIES 1,762.4 1,755.3
DEFERRED CREDITS
Income taxes 1,822.7 1,801.0
Investment tax credits 139.2 143.2
Other 691.1 713.2
________ ________
TOTAL DEFERRED CREDITS 2,653.0 2,657.4
MINORITY INTEREST 14.9 14.7
LONG-TERM DEBT 5,361.0 4,829.4
GUARANTEED PREFERRED BENEFICIAL INTERESTS
IN COMPANY'S JUNIOR SUBORDINATED DEBENTURES 209.7 209.7
PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION 175.0 178.0
PREFERRED STOCK 135.5 135.5
COMMON EQUITY
Common shareholders' capital
shares authorized 750,000,000;
shares outstanding: 1997/296,147,965
and 1996/295,139,753 3,257.7 3,236.8
Retained earnings 827.7 782.8
Cumulative currency translation adjustment (16.5) 12.7
________ ________
TOTAL COMMON EQUITY 4,068.9 4,032.3
________ ________
COMMITMENTS AND CONTINGENCIES (See Note 4)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $14,380.4 $13,812.3
======== ========
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
<PAGE>6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 1997
1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements as
of June 30, 1997 and December 31, 1996 and for the periods ended June 30, 1997
and 1996, 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
June 30, 1997 and 1996 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 1996 Annual Report on Form 10-K.
The condensed consolidated financial statements of the Company include
its integrated domestic 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; PacifiCorp Financial Services, Inc., a financial
services business; and PacifiCorp Power Marketing, Inc. ("PPM"), engaged in
wholesale power trading in the eastern energy markets. On April 15, 1997,
Holdings acquired 100% of TPC Corporation ("TPC"), a natural gas gathering,
processing, storage and marketing company. Together these businesses are
referred to herein as the Companies. Significant intercompany transactions
and balances have been eliminated.
The Company also owns a telecommunications operation, Pacific Telecom,
Inc. ("PTI"). The Company has agreed to the disposal of this operation. See
Note 3. In addition, the Company has announced its intention to sell certain
other assets, including assets held by its financial services and independent
power and cogeneration businesses, as well as the natural gas gathering and
processing assets of TPC.
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 1997 method of presentation. These reclassifications had no effect
on previously reported consolidated net income.
2. PROPOSED ACQUISITION
On June 13, 1997, PacifiCorp announced a cash tender offer to be made by
PacifiCorp Acquisitions, an unlimited company organized and registered in
England and Wales and a wholly owned subsidiary of Holdings ("PacifiCorp
Acquisitions"), for The Energy Group PLC ("TEG") in a transaction valued at
approximately
<PAGE>7
$9.6 billion in debt and equity. TEG is a diversified international energy
group with operations in the United Kingdom (the "U.K."), the United States
and Australia and includes Peabody Holding Company, Inc., the world's largest
private producer of coal, and Eastern Group PLC, one of the leading integrated
electricity and gas groups in the U.K. On August 1, 1997, the U.K. Secretary
of State for Trade and Industry decided to refer the proposed acquisition of
TEG to the Monopolies and Mergers Commission (the "MMC"). The MMC is required
to investigate whether the acquisition operates or may be expected to operate
against the public interest and must deliver its report to the Secretary of
State by November 21, 1997. The Company intends to cooperate with the MMC's
investigation and, if allowed, proceed with a transaction with TEG.
As required under the rules of the U.K. Takeover Code, the Company was
required to demonstrate that it had both adequate committed financing and the
appropriate amount of sterling to eliminate the risk of exchange rate changes
between the offer announcement date and the expected closing date. As a
result, the Company entered into 1.45 billion pounds of foreign exchange
contracts to lock-in a strike price of approximately $1.64 per pound sterling.
Under the terms of the original tender offer, the referral by the U.K.
Secretary of State caused the tender offer to lapse. As a result, the
financing facilities associated with the TEG acquisition terminated and the
Company initiated steps to unwind its foreign exchange positions consistent
with its derivative policies. As a result of the termination of these foreign
exchange positions and initial option costs, the Company realized after-tax
losses of approximately $65 million, or $0.22 per share, which will be
recorded in the third quarter. Generally Accepted Accounting Principles
require all costs related to currency hedge positions entered into in
anticipation of an acquisition be expensed in the period incurred whether or
not the Company is successful in completing the transaction.
Additionally, the Company estimates it has incurred approximately
$60 million of other costs related to the TEG transaction for bank commitment
and facility fees, legal expenses and other related costs. These costs have
been deferred since the Company intends to proceed with the TEG transaction,
if allowed.
3. DISCONTINUED OPERATIONS
On June 13, 1997, the Company announced the planned sale of its wholly
owned subsidiary, PTI, a company owning rural local exchange telephone
companies with 575,000 customer access lines in the United States, to Century
Telephone Enterprises, Inc. ("Century") for $1.5 billion in cash plus the
assumption of PTI's debt. Although the sale of PTI is subject to regulatory
approvals in certain of the states in which it does business, PacifiCorp
expects to complete the sale by late 1997 or early 1998.
The net assets, operating results and cash flows of PTI have been
classified as discontinued operations for all periods presented in the
condensed financial statements and notes.
<PAGE>8
Summarized results for PTI were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
__________________ _________________
1997 1996 1997 1996
______ ______ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Revenues $134.2 $127.3 $262.2 $249.6
Income from discontinued
operations before income
taxes $ 31.4 $ 29.4 $ 62.6 $ 55.5
Income taxes 12.3 11.5 25.2 21.7
_____ _____ _____ _____
Income from discontinued
operations $ 19.1 $ 17.9 $ 37.4 $33.8
===== ===== ===== ====
</TABLE>
4. CONTINGENT LIABILITIES
The Company is subject to numerous environmental laws including: the
Federal Clean Air Act, as enforced by the Environmental Protection Agency and
various state agencies; the 1990 Clean Air Act Amendments; the Endangered
Species Act as it relates to certain potentially endangered species of salmon;
the Comprehensive Environmental Response, Compensation and Liability Act,
relating to environmental cleanups; along with the Federal Resource
Conservation and Recovery Act and the Clean Water Act relating to water
quality. These laws could potentially impact future operations. Future costs
associated with the disposition of contingencies identified at December 31,
1996 are not expected to be material to the Company's consolidated financial
statements. These matters include the Superfund sites where the Company has
been or may be designated as a potentially responsible party and Clean Air Act
matters.
The Company's mining operations are subject to reclamation and closure
requirements. The Company monitors these requirements and periodically
revises its cost estimates to meet existing legal and regulatory requirements
of the various jurisdictions in which it operates. Costs for reclamation are
accrued using the units-of-production method such that estimated final mine
reclamation and closure costs are fully accrued at completion of mining
activities. This is consistent with industry practices, and the Company
believes that it has adequately provided for its reclamation obligations.
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 1991, 1992 and 1993 federal income tax returns are
currently under examination by the Internal Revenue Service (the "IRS"). The
Company has received an examination report for 1989 and 1990 proposing
adjustments that would increase income tax by $11 million. The Company filed
a protest of certain proposed adjustments on July 30, 1996 and is currently
holding discussions with the Appeals Division of the IRS.
<PAGE>9
5. GUARANTEED PREFERRED BENEFICIAL INTERESTS IN
COMPANY'S JUNIOR SUBORDINATED DEBENTURES
On August 4, 1997, PacifiCorp Capital II, a wholly owned subsidiary trust
of the Company (the "Trust"), issued, in a public offering, 5,400,000 of its
7.70% Trust Preferred Securities, Series B (the "Preferred Securities"),
representing preferred undivided beneficial interests in the assets of the
Trust, with a liquidation amount of $25 per Preferred Security. The sole
assets of the Trust are $139 million, in aggregate principal amount, of the
Company's Series D Debentures due September 30, 2027, and certain rights under
a related guarantee by the Company. The Company's guarantee of the Preferred
Securities, considered together with the other obligations of the Company with
respect to Preferred Securities, constitutes a full and unconditional
guarantee by the Company of the Trust's obligations with respect to the
Preferred Securities.
6. NEW ACCOUNTING PRONOUNCEMENTS ISSUED BUT NOT ADOPTED
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting
Comprehensive Income. SFAS No. 130 establishes standards for reporting and
display of comprehensive income and its components (revenues, expenses, gains,
and losses) in financial statements. This Statement requires that all items
that are required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed
with the same prominence as other financial statements. This Statement is
effective for fiscal years beginning after December 15, 1997.
In June 1997, FASB issued SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information. SFAS No. 131 establishes standards for
public enterprises reporting information about operating segments in annual
financial statements and requires those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas, and major customers. This Statement
is effective for fiscal years beginning after December 15, 1997. Management
has not assessed the disclosure implications of this Statement.
<PAGE>10
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUMMARY RESULTS OF OPERATIONS
This report includes forward-looking statements that involve a number of risks
and uncertainties that may influence the financial performance and earnings of
the Company and its subsidiaries, including the factors identified in the
Company's 1996 Annual Report on Form 10-K. Such forward-looking statements
should be considered in light of those factors.
Comparison of the second quarters of 1997 and 1996
__________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
(Dollars in Millions)
<S> <C> <C> <C> <C>
Earnings contribution on
common stock (1)
Domestic Electric Operations $ 62.2 $ 62.1 $ .1 -
Australian Electric Operations 8.1 5.1 3.0 59
Other Operations (.7) 5.1 (5.8) (114)
_____ _____ _____
Continuing Operations 69.6 72.3 (2.7) (4)
Discontinued Operations (2) 19.1 17.9 1.2 7
_____ _____ _____
Total $ 88.7 $ 90.2 $ (1.5) (2)
===== ===== =====
Earnings per common share
Continuing Operations $ .24 $ .25 $ (.01) (4)
Discontinued Operations (2) .06 .06 - -
_____ _____ _____
Total $ .30 $ .31 $ (.01) (3)
===== ===== =====
<FN>
(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 Operations; (c) amounts are
net of preferred dividend requirements and minority interest.
(2) Discontinued operations represents the Company's interest in PTI.
</FN>
</TABLE>
Earnings on common stock of PacifiCorp declined $2 million, or $0.01 per
share. Second quarter 1996 results included $0.02 per share associated with
asset sales at the Company's financial services and telecommunications
subsidiaries. Second quarter 1997 results included $0.01 per share associated
with the sale of surplus sulphur dioxide emission allowances.
Domestic Electric Operations earnings contribution approximated its
contribution in 1996. Increases in retail and wholesale revenues were offset
by higher operating, overhead and interest costs.
The earnings contribution from Australian Electric Operations increased
$3 million due to 35% load growth at Powercor, mainly from the contestable
customer market, and reductions in generator energy prices for Powercor's
<PAGE>11
contestable market customers. Contestable customers are those customers that
are able to choose their electricity supplier. The Company recorded
break-even results on Holdings' 19.9% ownership interest in the Hazelwood
power station ("Hazelwood").
Earnings contributions from Other Operations declined $6 million. Second
quarter 1996 results included an after-tax gain of $4 million from a
settlement of indemnification issues relating to the 1994 sale of a computer
leasing business. Earnings for the quarter included a $1 million loss from
TPC, acquired in April 1997.
Revenues from Other Operations increased $153 million due to the acquisition
of TPC and $69 million due to increased operating activities at PPM. TPC's
operating expenses totaled $152 million and operating expenses for PPM
increased $69 million from 1996. Interest expense for Other Operations
increased $9 million due to acquisitions of TPC and Hazelwood and the effect
of a favorable interest adjustment in 1996 relating to a tax settlement. This
earnings decline was partially offset by a $7 million reduction in income tax
expense in 1996 relating to financial asset sales and a favorable state tax
settlement.
The earnings contribution from the discontinued operations of PTI totaled
$19 million in 1997 compared to $18 million in 1996. The 1996 results
included a $2 million after-tax gain associated with the sale of a cellular
property.
Comparison of the six-month periods ended June 30, 1997 and 1996
________________________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Earnings contribution on
common stock
Domestic Electric Operations $136.8 $148.4 $(11.6) (8)
Australian Electric Operations 29.1 15.9 13.2 83
Other Operations .3 13.0 (12.7) (98)
_____ _____ _____
Continuing Operations 166.2 177.3 (11.1) (6)
Discontinued Operations 37.4 33.8 3.6 11
_____ _____ _____
Total $203.6 $211.1 $ (7.5) (4)
===== ===== =====
Earnings per common share
Continuing Operations $ .56 $ .61 $ (.05) (8)
Discontinued Operations .13 .12 .01 8
_____ _____ _____
Total $ .69 $ .73 $ (.04) (5)
===== ===== =====
</TABLE>
Earnings on common stock of PacifiCorp declined $8 million, or $0.04 per
share. Results for 1996 included $0.04 per share associated with asset sales
at the Company's financial services and telecommunications subsidiaries.
Results for 1997 included $0.02 per share associated with the sale of surplus
sulphur dioxide emission allowances.
<PAGE>12
Domestic Electric Operations earnings contribution declined $12 million, or
8%. Increases in retail and wholesale revenues were offset by higher
operating, overhead and interest costs.
Retail energy sales volumes increased 1% due to growth in the average number
of customers of 3%, partially offset by decreased customer usage, largely
attributable to the effect of weather on residential customer usage.
Wholesale energy sales grew substantially, with an increase in sales volume of
83%.
The earnings contribution from Australian Electric Operations increased
$13 million due to load growth of 33% at Powercor, mainly from the contestable
customer market, and reductions in prices for contestable market customers.
Hazelwood recorded a $2 million loss on operations in 1997.
Earnings contributions from Other Operations declined $13 million. The 1996
results included gains relating to sales of financial assets totaling
$10 million. Earnings included a $1 million loss from TPC, acquired in April
1997, and after-tax interest expense of $3 million relating to Holdings'
investment in Hazelwood.
Revenues from Other Operations increased $153 million due to the acquisition
of TPC and $107 million due to increased operating activities at PPM. TPC's
operating expenses totaled $152 million and operating expenses for PPM were
$108 million higher than 1996.
The earnings contribution from the discontinued operations of PTI increased
$4 million. Increased customer access line growth of 6%, increased sales of
enhanced services and growth in cellular operations account for the change.
<PAGE>13
RESULTS OF OPERATIONS
Domestic Electric Operations
____________________________
Comparison of the second quarters of 1997 and 1996
__________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Revenues
Residential $ 171.4 $ 167.5 $ 3.9 2
Commercial 156.0 148.2 7.8 5
Industrial 180.9 171.9 9.0 5
Other 8.2 8.0 .2 3
_______ _______ _______
Retail sales 516.5 495.6 20.9 4
Wholesale sales 254.4 156.7 97.7 62
Other 20.5 13.1 7.4 56
_______ _______ _______
Total 791.4 665.4 126.0 19
Operating expenses 607.5 488.5 119.0 24
_______ _______ _______
Income from operations 183.9 176.9 7.0 4
Interest expense 80.9 72.0 8.9 12
Minority interest and other (6.6) (6.7) .1 2
Income taxes 41.3 40.5 .8 2
_______ _______ _______
Net income 68.3 71.1 (2.8) (4)
Preferred dividend requirement 6.1 9.0 (2.9) (32)
_______ _______ _______
Earnings contribution $ 62.2 $ 62.1 $ .1 -
======= ======= =======
Energy sales (millions of kWh)
Residential 2,635 2,683 (48) (2)
Commercial 2,838 2,736 102 4
Industrial 5,155 4,981 174 3
Other 193 164 29 18
______ ______ _____
Retail sales 10,821 10,564 257 2
Wholesale sales 11,862 6,399 5,463 85
______ ______ _____
Total 22,683 16,963 5,720 34
====== ====== =====
Residential average usage (kWh) 2,182 2,286 (104) (5)
Total customers (end of period) 1,418,578 1,382,002 36,576 3
</TABLE>
Revenues
Domestic Electric Operations revenues rose $126 million, or 19%, as a result
of a $98 million, or 62%, increase in wholesale revenues and a $21 million, or
4%, increase in retail revenues. Retail revenues improved to $517 million
mainly on the strength of increased energy sales volumes of 2%.
Wholesale revenues increased $98 million, or 62%, and associated energy sales
volumes increased 85%. Increased short-term firm and spot market sales added
$80 million. Short-term firm and spot market sales prices averaged $15 per
mWh compared to $11 per mWh for the same period in 1996. The increased prices
added $13 million in revenues.
<PAGE>14
Residential revenues were up $4 million, or 2%. Average realized prices
increased revenues $7 million primarily due to increased rates in Oregon and
Wyoming. Increased volumes associated with customer growth were more than
offset by declining customer usage, which was largely attributable to weather.
Commercial revenues grew by $8 million, or 5%, on a 4% increase in energy
sales. Growth in the average number of customers of 3% added $5 million to
revenues, while increased usage per customer added $2 million.
Industrial revenues increased $9 million, or 5%, on a 3% increase in energy
sales. Price increases in the Company's Oregon and Wyoming jurisdictions
added $2 million to revenue. Increased usage, primarily for small to
medium-sized industrial customers in Oregon and Wyoming, added $5 million to
revenue. Increased irrigation usage also added $1 million to revenue.
On February 12, 1997, the Division of Public Utilities and Committee of
Consumer Service in Utah filed a joint petition with the Utah Public Service
Commission (the "PSC") requesting the Commission to commence proceedings to
establish new rates for Utah customers. The petitioners requested an
immediate hearing on a $12 million interim rate reduction and a subsequent
general rate case, which the petitioners alleged could result in rates being
reduced as much as $54 million. On March 4, 1997, the Utah Legislature passed
a bill which created a legislative task force to study stranded cost issues
and the timing of customer choice. The bill froze rates in Utah at January
31, 1997 levels until 60 days following the conclusion of the 1998 legislative
general session, which is expected to occur March 7, 1998. The PSC is
precluded from holding any hearings on rate changes during the freeze period.
The Company agreed to an interim price decrease to Utah customers of
$12.4 million annually on April 15, 1997. The effect on retail revenues for
the period was $3 million. Depending on actions taken by the Utah
Legislature, the PSC could hold rate hearings after the freeze period expires
in 1998, with any price change retroactively effective to the date of the rate
case petition.
A settlement was reached between the Company and the Bonneville Power
Administration ("BPA") for BPA's remaining obligation to the Company under the
Residential Purchase and Sales Agreement ("RPSA"). Under the settlement, the
BPA will pay the Company a total of $61.8 million through June 30, 2001, when
the current RPSA expires. Payments include $47.7 million for the Company's
Idaho jurisdiction and $14.1 million for the Oregon jurisdiction. The
settlement is intended to mitigate the effect of reduced exchange benefits
received by the Company's residential and small farm customers. As a result
of the settlement, the Company reduced prices for Idaho irrigation customers
by 8% effective May 1, 1997.
Operating Expenses
Purchased power expense increased $90 million, or 71%. Short-term firm and
spot market energy purchases were up $64 million, or 5.5 million mWh, more
than doubling the amount of purchases in the same period of 1996. Short-term
firm and spot market purchase prices averaged $13 per mWh verses $9 per mWh
in 1996. The increase in purchase prices added $22 million to costs.
Fuel expense for the quarter was up $4 million, or 4%, due to a 2% increase in
thermal generation, partially offset by a decrease in average fuel costs.
<PAGE>15
Net power costs in the quarter were $5.54 per mWh, compared to $6.19 per mWh
in 1996, an 11% decrease. Net power cost represents the net cost to serve the
Company's domestic retail customers on a mWh basis. This is measured by the
sum of fuel, purchased power and wheeling expense, less wholesale power and
wheeling revenues. The decrease in net power cost is attributable to
increased wholesale revenue contribution, primarily from higher short-term
firm and spot market sales.
Other operations and maintenance expense increased $11 million, or 10%. The
increase was driven by higher generation plant operating costs, increased tree
trimming expense and increased customer service expenses.
Administrative and general expenses increased $7 million, or 10%. The
increase resulted from higher employee-related expenses and outside service
costs.
Depreciation and amortization expense increased $7 million, or 8%. The
addition of the Hermiston plant in July, 1996, and the Company's new customer
service system added $4 million to depreciation expense.
Other Income and Expense
Interest expense increased $9 million, or 12%. The increase was attributable
to higher debt balances as the result of the acquisition of the Hermiston
plant in July, 1996, and increased capital contributions to Holdings relating
to the acquisition of TPC in April 1997.
Other income included $5 million in emission allowance sales in 1997. There
were no emission allowance sales in 1996.
Income tax expense approximated 1996 levels at $41 million.
<PAGE>16
Comparison of the six-month periods ended June 30, 1997 and 1996
________________________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Revenues
Residential $ 404.5 $ 394.5 $ 10.0 3
Commercial 306.2 299.2 7.0 2
Industrial 335.9 337.6 (1.7) (1)
Other 16.0 15.6 .4 3
_______ _______ _______
Retail sales 1,062.6 1,046.9 15.7 1
Wholesale sales 484.1 297.0 187.1 63
Other 37.9 26.1 11.8 45
_______ _______ _______
Total 1,584.6 1,370.0 214.6 16
Operating expenses 1,204.0 973.4 230.6 24
_______ _______ _______
Income from operations 380.6 396.6 (16.0) (4)
Interest expense 155.8 146.1 9.7 7
Minority interest and other (14.7) (14.4) (.3) (2)
Income taxes 90.5 98.5 (8.0) (8)
_______ _______ _______
Net income 149.0 166.4 (17.4) (10)
Preferred dividend requirement 12.2 18.0 (5.8) (32)
_______ _______ _______
Earnings contribution $ 136.8 $ 148.4 $ (11.6) (8)
======= ======= =======
Energy sales (millions of kWh)
Residential 6,462 6,454 8 -
Commercial 5,622 5,520 102 2
Industrial 9,900 9,755 145 1
Other 362 315 47 15
______ ______ ______
Retail sales 22,346 22,044 302 1
Wholesale sales 22,102 12,072 10,030 83
______ ______ ______
Total 44,448 34,116 10,332 30
====== ====== ======
Residential average usage (kWh) 5,366 5,505 (139) (3)
Total customers (end of period) 1,418,578 1,382,002 36,577 3
</TABLE>
Revenues
Domestic Electric Operations revenues rose $215 million, or 16%, as a result
of a $187 million, or 63%, increase in wholesale revenues and a $16 million,
or 1%, increase in retail revenues. Retail revenues were 1% higher due to
increased energy volumes associated with customer growth, partially offset by
decreased customer usage, largely attributable to the effects of weather.
Increased power marketing activity led to an 83% increase in wholesale energy
sales and a $187 million, or 63%, increase in revenue. Increased short-term
firm and spot market energy volumes added $149 million and higher prices for
these sales added $25 million. Increased long-term firm sales volumes added
$9 million.
Residential revenues were up $10 million, or 3%. Average prices increased
revenues $13 million primarily due to increased rates in Oregon and Wyoming.
Growth in the average number of customers of 3% added $9 million to revenues.
<PAGE>17
These increases were partially offset by the $12 million effect of a decline
in customer usage, which was largely attributable to weather.
Commercial revenues grew by $7 million, or 2%, on a 2% increase in energy
sales. Growth in the average number of customers of 3% added $11 million to
revenues, while rate increases added $3 million. These increases were offset
in part by decreased usage per customer totaling $7 million.
Industrial revenues decreased $2 million despite a 1% increase in energy
sales. Billing adjustments for certain customers reduced revenues by $6
million. Increased usage, primarily for small to medium-sized industrial
customers in Oregon and Wyoming, added $4 million to revenue.
Operating Expenses
Purchased power expense increased $171 million, or 68%. Short-term firm and
spot market energy purchases were up $118 million, or 9.0 million mWh, more
than doubling the amount of purchases in the same period of 1996. Short-term
firm and spot market purchase prices averaged $14 per mWh verses $9 per mWh in
1996. The increase in purchase prices added $37 million to costs and
increased long-term firm purchased power contracts, primarily the contract
relating to the Hermiston plant, added $8 million.
Fuel expense increased $18 million, or 9%. Thermal generation was up 5% to
23 million mWh, adding $15 million to fuel costs.
Net power costs were $6.80 per mWh, compared to $6.89 per mWh in 1996, a 1%
decrease. The decrease in net power costs was attributable to an increased
wholesale revenue contribution, partially offset by increased fuel costs for
thermal generation.
Other operations and maintenance expense increased $17 million, or 8%. The
higher expense was caused by increases of $5 million in generation plant
operating costs and $5 million of demand side revenue amortization, which is
recovered through other revenues. Additionally, customer service expenses
increased $3 million, and costs associated with storm damage in late 1996 of
$3 million were recorded.
Administrative and general expenses increased $12 million, or 9%. The
increase resulted from higher employee-related expenses and outside service
costs totaling $7 million and $5 million, respectively. Also included in the
increase is $4 million in amortization of deferred regulatory costs for post
retirement benefits, recovered through revenues in Oregon and Wyoming price
increases.
Depreciation and amortization expense increased $12 million, or 7%. The
addition of the Hermiston plant in July 1996, and the Company's new customer
service system added $8 million to depreciation in the 1997 period.
Other Income and Expense
Interest expense increased $10 million, or 7%. The increase was attributable
to higher debt balances as the result of the acquisition of the Hermiston
plant in July 1996, and increased capital contributions to Holdings relating
to the acquisition of TPC in the second quarter of 1997. Minority interest
expense increased $8 million due to the issuance in June 1996 of Company
obligated
<PAGE>18
preferred securities of a wholly owned subsidiary trust. Increased sales of
surplus dioxide emission allowances added $7 million to other income.
Income tax expense decreased $8 million as a result of a decrease in taxable
income.
Preferred dividend requirement declined $6 million due to the redemption of
preferred stock in July 1996.
<PAGE>19
Australian Electric Operations
______________________________
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 and fourth calendar quarters.
Comparison of the second quarters of 1997 and 1996
__________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Powercor Earnings Contribution
Revenues
Residential $ 61.4 $ 62.6 $(1.2) (2)
Commercial 49.9 35.1 14.8 42
Industrial and other 60.7 52.0 8.7 17
_____ _____ ____
172.0 149.7 22.3 15
Other 6.1 6.4 (.3) (5)
_____ _____ ____
Total 178.1 156.1 22.0 14
Operating expenses 150.8 133.0 17.8 13
_____ _____ ____
Income from operations 27.3 23.1 4.2 18
Interest expense 16.2 19.3 (3.1) (16)
Other income (.5) .9 (.4) (44)
Income taxes 3.7 (2.2) 5.9 *
_____ _____ ____
Earnings contribution $ 7.9 $ 5.1 $ 2.8 55
===== ===== ====
Hazelwood Earnings Contribution (a) $ .2 $ - $ .2 *
===== ===== ====
Powercor energy sales (millions of kWh)
Residential 675 685 (10) (1)
Commercial 628 362 266 73
Industrial and other 1,304 881 423 48
_____ _____ ___
Total 2,607 1,928 679 35
===== ===== ===
<FN>
*Not a meaningful number.
(a) Acquired September 13, 1996.
</FN>
</TABLE>
Revenues
Powercor's revenues increased $22 million, or 14%. The increase was
attributable to increased energy sales volumes of 679 million kWh, or 35%.
Energy volumes to contestable customers outside Powercor's franchise area were
up 770 million kWh and added $32 million to revenue due to customer gains in
Victoria and New South Wales. This includes increased energy volumes for
customers in Victoria of 513 million kWh that added $24 million to revenue,
and increased energy volumes for customers in New South Wales of 257 million
kWh that added $8 million to revenue.
<PAGE>20
Energy volumes to customers inside Powercor's franchise area decreased 91
million kWh, which reduced revenue by $10 million. Residential revenues for
franchise customers were down $1 million, or 2%. This includes decreased
energy volumes for residential customers of 10 million kWh, primarily due to
the effect of mild weather, partially offset by growth in the number of
customers of 1%. Energy volumes to commercial and industrial customers that
include franchise and contestable customers decreased 81 million kWh, which
reduced revenue by $9 million. Customers lost from the effect of continued
deregulation in the market reduced revenue by $7 million and lower prices, in
part due to moving Tariff H customers to market related prices, reduced
revenue by $2 million. During deregulation of the Victorian electricity
market, a number of large commercial and industrial customers, referred to as
Tariff H customers, were given the option to remain franchise customers to the
year 2000, at favorable rates, in order to protect them from cost/price
uncertainty in the contestable marketplace. As a result of decreases in
market rates, Powercor was able to move some Tariff H customers contracts to
market-based contracts. The change to market-based contracts is expected to
add an estimated $3 million annually through the year 2000 to cash flows from
operating activities.
Operating Expenses
Purchased power expense increased $8 million, or 10%. A 35% increase in
purchased power volumes added $27 million to costs, which was offset in part
by lower power pool prices. Purchased power prices averaged $33 per mWh,
compared to $40 per mWh in 1996.
Other operations expense increased $11 million. Increased sales to
contestable customers outside Powercor's franchise area resulted in higher
network and grid fees of $16 million. This was offset in part by higher
network revenues of $4 million from customers inside Powercor's franchise area
serviced by other electricity companies.
Interest expense and other decreased $5 million, or 25%. This decrease
included lower interest expense of $3 million primarily due to reduced
interest rates.
Income tax expense was $4 million in 1997, compared to a tax benefit of
$2 million in 1996. The tax benefit resulted from purchase price adjustments
relating to the Powercor acquisition.
Hazelwood
The Company recorded break-even results on its equity investment in the
Hazelwood power station, which was purchased in September of 1996. Hazelwood
sells its generation output through a statewide generation pool and under
bilateral contracts directly to Victorian distribution companies. Pool and
contract prices vary depending on certain conditions, including weather,
economic growth and other factors influencing supply and demand for electric
power. Power prices are highest in the Australian winter months because
demand is highest, which generally is expected to result in higher profit
margins for Hazelwood during the second and third calendar quarters.
<PAGE>21
Comparison of the six-month periods ended June 30, 1997 and 1996
________________________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Powercor Earnings Contribution
Revenues
Residential $119.9 $112.8 $ 7.1 6
Commercial 99.2 67.9 31.3 46
Industrial and other 118.6 106.2 12.4 12
_____ _____ ____
337.7 286.9 50.8 18
Other 23.8 12.6 11.2 89
_____ _____ ____
Total 361.5 299.5 62.0 21
Operating expenses 279.3 240.2 39.1 16
_____ _____ ____
Income from operations 82.2 59.3 22.9 39
Interest expense 34.5 37.8 (3.3) (9)
Other income (.5) .9 (.4) (44)
Income taxes 17.3 4.7 12.6 *
_____ _____ ____
Earnings contribution $ 30.9 $ 15.9 $15.0 94
===== ===== ====
Hazelwood Earnings Contribution (a) $ (1.8) $ - $(1.8) *
===== ===== ====
Powercor energy sales (millions of kWh)
Residential 1,283 1,257 26 2
Commercial 1,290 745 545 73
Industrial and other 2,454 1,786 668 37
_____ _____ _____
Total 5,027 3,788 1,239 33
===== ===== =====
<FN>
*Not a meaningful number.
(a) Acquired September 13, 1996.
</FN>
</TABLE>
Revenues
Powercor's revenues increased $62 million, or 21%. The increase was
attributable to increased energy sales volumes of 1,239 million kWh, or 33%.
Energy volumes to contestable customers outside Powercor's franchise area were
up 1,296 million kWh and added $55 million to revenue. This includes
increased energy volumes for customers in Victoria of 980 million kWh that
added $45 million to revenue, and increased energy volumes for new customers
in New South Wales of 316 million kWh, which added $10 million to revenue.
Energy volumes to customers inside Powercor's franchise area decreased 57
million kWh, which reduced revenue by $8 million. Residential revenues for
franchise customers were up $7 million, or 6%. This includes increased energy
volumes for residential customers of 26 million kWh, primarily due to the
effect of record high temperatures in the first quarter of 1997 and customer
growth of 1%, partially offset by the effects of mild weather in the second
quarter of 1997. Increases in average sales price added $5 million to
revenues. Energy volumes to commercial and industrial customers that include
franchise and contestable customers decreased 83 million kWh, which reduced
revenue by $15 million. Customers lost from the effect of continued
deregulation in the market reduced revenue by $16 million, and lower prices,
in part due to moving Tariff H
<PAGE>22
customers to market related prices, reduced revenue by $8 million. These
reductions were partially offset by customer growth which increased revenue by
$11 million.
Other revenues increased $11 million as a result of accelerated amortization
of deferred credits associated with the movement of Tariff H customers to
market-based contracts. The deferred credits were recorded at the time
Powercor was acquired.
Operating Expenses
Purchased power expense increased $18 million, or 13%. A 33% increase in
purchased power volumes added $46 million to costs, which was offset in part
by lower power pool prices. Purchased power prices averaged $31 per mWh
compared to $36 per mWh in 1996.
Other operations expenses increased $19 million, or 83%. Increased sales to
contestable customers outside Powercor's franchise area resulted in higher
network and grid fees of $26 million. This was offset in part by higher
network revenues of $7 million from customers inside Powercor's franchise area
serviced by other electricity companies.
Interest expense decreased $3 million, or 9% primarily due to reduced interest
rates.
Income tax expense increased $13 million. The increase is primarily due to
higher taxable income in 1997. In addition, a tax benefit of $3 million
relating to the Powercor acquisition was recorded in 1996.
Hazelwood
The Company recorded a $2 million loss in 1997 on its equity investment in
Hazelwood.
<PAGE>23
Discontinued Telecommunications Operations
__________________________________________
Comparison of the second quarters of 1997 and 1996
__________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Revenues
Local network service $ 37.6 $ 33.8 $ 3.8 11
Network access service 65.9 62.7 3.2 5
Cellular and other 30.7 30.8 (.1) -
_____ _____ ____
Total 134.2 127.3 6.9 5
Operating expenses 92.2 89.4 2.8 3
_____ _____ ____
Income from operations 42.0 37.9 4.1 11
Interest expense 9.7 10.5 (.8) (7)
Other income - net .9 (2.0) 2.9 145
Income taxes 12.3 11.5 .8 7
_____ _____ ____
Earnings contribution $ 19.1 $ 17.9 $ 1.2 7
===== ===== ====
Telephone access lines (end
of period) 575,102 545,028 30,074 6
</TABLE>
Revenues
PTI's revenues increased $7 million, or 5%. Growth of 6% in local exchange
access lines added $2 million to revenue, customer growth increased cellular
revenue $2 million, and increased minutes of use added $2 million.
Operating Expenses
Operating expenses increased $3 million, or 3%. The increase included $1
million in costs for increased local exchange access lines, $1 million in
depreciation expense for increased local exchange company plant balances and
$1 million for cellular customer growth.
Other Income and Expense
Interest expense for the quarter was $10 million, a slight decrease from 1996
levels. Income taxes totaled $12 million in 1997, approximating taxes in
1996.
<PAGE>24
Comparison of the six-month periods ended June 30, 1997 and 1996
________________________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Revenues
Local network service $ 73.2 $ 66.4 $ 6.8 10
Network access service 129.5 126.1 3.4 3
Cellular and other 59.5 57.1 2.4 4
_____ _____ ____
Total 262.2 249.6 12.6 5
Operating expenses 180.0 176.3 3.7 2
_____ _____ ____
Income from operations 82.2 73.3 8.9 12
Interest expense 20.2 20.1 (.2) (1)
Other income - net (.6) (2.3) 1.7 74
Income taxes 25.2 21.7 3.5 16
_____ _____ ____
Earnings contribution $ 37.4 $ 33.8 $ 3.6 11
===== ===== ====
Telephone access lines (end
of period) 575,102 545,028 30,074 6
</TABLE>
Revenues
PTI's revenues increased $13 million or 5%. Growth of 6% in local access
lines and growth in enhanced services added $6 million to local network
service revenues. Network access service revenues increased $3 million due to
higher minutes of use, and cellular revenues increased $4 million due to
customer growth.
Operating Expenses
Operating expenses increased $4 million or 2%. The increase included higher
operations and maintenance expenses relating to increased local exchange
access lines and higher depreciation expense due to increased local exchange
plant assets.
Other Income and Expense
Other income decreased $2 million due to a reduction in gains on sales of
cellular properties.
<PAGE>25
FINANCIAL CONDITION -
For the six months ended June 30, 1997:
OPERATING ACTIVITIES
Net cash flows provided by continuing operations were $405 million during
the period compared to $469 million in the first six months of 1996. The
$64 million decrease in operating cash flows was primarily attributable to a
$22 million cash flow deficit from TPC, acquired in April 1997, and increased
working capital requirements.
INVESTING ACTIVITIES
Capital spending totaled $593 million in 1997 compared with $257 million
in 1996. Investments in unregulated businesses totaled $282 million in 1997
compared to $11 million in 1996.
Acquisitions and Planned Expansion--
On April 15, 1997, Holdings, through a subsidiary, acquired all of the
outstanding shares of common stock of TPC, a natural gas gathering,
processing, storage and marketing company based in Houston, Texas, for
approximately $265 million in cash and assumed debt of approximately
$140 million. Following completion of a tender offer, TPC became a wholly
owned subsidiary of Holdings through a cash merger at the same price. During
May 1997, TPC retired $131 million of its outstanding long-term debt. These
transactions were funded with capital contributions from PacifiCorp.
See Item 5. "Other Events" in the Company's Current Report on Form 8-K
dated June 13, 1997 for information concerning the proposed acquisition of
TEG.
As required under the rules of the U.K. Takeover Code, the Company was
required to demonstrate that it had both adequate committed financing and the
appropriate amount of sterling to eliminate the risk of exchange rate changes
between the offer announcement date and the expected closing date. As a
result, the Company entered into 1.45 billion pounds of foreign exchange
contracts to lock-in a strike price of approximately $1.64 per pound sterling.
On August 1, 1997, the U.K. Secretary of State for Trade and Industry
decided to refer the proposed acquisition of TEG to the MMC. Under the terms
of the original tender offer, this action caused the tender offer to lapse.
As a result, the financing facilities associated with the TEG acquisition
terminated and the Company initiated steps to unwind its foreign exchange
positions consistent with its derivative policies.
At the time the offer lapsed and the Company had initiated its steps to
withdraw from the foreign exchange positions, the dollar-sterling exchange
rate was approximately $1.63. By the time the positions were closed, however,
the exchange rate fell to approximately $1.58, resulting in an after-tax loss
of approximately $56 million. In addition, the cost of the initial options
was approximately $9 million after tax. These losses, totaling $65 million,
or $0.22 per share, will be recorded in the third quarter. Generally Accepted
Accounting Principles require all costs related to currency hedge transactions
entered into
<PAGE>26
in anticipation of an acquisition be expensed in the period incurred whether
or not the Company is successful in completing the transaction.
In the event the Company is able to renew its offer for TEG, it would
expect to enter into foreign exchange positions to adhere to both internal
hedging requirements and the U.K. Takeover Code provisions. If the Company
can close an acquisition with TEG at approximately the same level and if the
foreign exchange rates remain at current levels, the total acquisition price
would be lower.
Additionally, the Company estimates it has incurred approximately
$60 million of other costs related to the TEG transaction for bank commitment
and facility fees, legal expenses and other related costs. These costs have
been deferred since the Company intends to proceed with the TEG transaction,
if allowed.
Discontinued Operations--
See Item 5. "Other Events" in the Company's Current Report on Form 8-K
dated June 13, 1997 for information concerning the sale of PTI to Century.
PTI has definitive agreements with US WEST Communications, Inc., GTE
North Incorporated and the City of Fairbanks to purchase certain telephone
assets or operations in Minnesota, Michigan and Alaska for approximately
$248 million in cash, which includes approximately $20 million of cash to be
acquired in the acquisitions. These acquisitions are subject to regulatory
approval and are expected to close in 1997, prior to the sale of PTI to
Century. In addition, PTI has letters of intent to acquire telephone
operations representing 3,800 access lines for $22 million. PTI expects to
fund these acquisitions through the issuance of external debt and internally
generated funds.
CAPITALIZATION
At June 30, 1997, the Company had approximately $775 million of
commercial paper and uncommitted bank borrowings outstanding at an average
weighted rate of 5.7%. These borrowings are supported by $700 million of
revolving credit agreements. At June 30, 1997, the consolidated subsidiaries
had access to $1.7 billion of short-term funds through committed bank
revolving credit agreements. Subsidiaries had $235 million of commercial
paper outstanding at June 30, 1997, as well as borrowings of $1 billion under
bank revolving credit facilities. At June 30, 1997, the Companies had
$1.5 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 temporary
loans of funds between parties at short-term market rates.
On May 8, 1997, the Company received proceeds of $400 million from a term
loan agreement with certain institutional lenders. The proceeds were used to
repay short-term debt.
During July 1997, the Company issued $300 million of secured medium term
notes in the form of First Mortgage and Collateral Trust Bonds as follows:
$175 million of 6.75% notes due July 15, 2004 and $125 million of 7.0% notes
due July 15, 2009. Proceeds were used to repay short-term debt that had been
reclassified as long-term debt at June 30, 1997.
<PAGE>27
On August 4, 1997, a wholly owned subsidiary Trust issued, in a public
offering, 5,400,000 of its 7.70% Preferred Securities for proceeds of
$135 million. Concurrent with the issuance of the Preferred Securities, the
Trust issued to the Company Series A Common Securities in the amount of
$4 million. The sole asset of the Trust is $139 million of Series D
Debentures issued by the Company. The net proceeds to the Company from the
issuance of the Debentures is estimated to be $133 million. See Note 5 to
Condensed Consolidated Financial Statements.
______________________________________________________________________________
The condensed consolidated financial statements as of June 30, 1997 and
December 31, 1996 and for the three-month periods ended June 30, 1997 and 1996
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>28
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 June 30, 1997, and the related condensed
consolidated statements of income and retained earnings for the three- and
six-month periods ended June 30, 1997 and 1996 and the related condensed
consolidated statements of cash flows for the six-month periods ended June 30,
1997 and 1996. 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, 1996, 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 January 31, 1997 (March 11, 1997 as to Note
15), 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, 1996 is fairly stated,
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.
DELOITTE & TOUCHE LLP
August 11, 1997
<PAGE>29
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
______ _________________
In Larry and Barbara Rainey, et al. v. PacifiCorp, Case No.
______________________________________________
96-2-00977-0, Superior Court of Washington for Clark County (see
"Item 3. Legal Proceedings," at page 21 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1996), the court
has dismissed the plaintiffs' claims for breach of contract, and has
denied the plaintiffs' motion for class certification.
Item 4. Submission of Matters to a Vote of Security Holders
______ ___________________________________________________
At the Company's annual meeting of shareholders on May 14, 1997, the
shareholders ratified the appointment of Deloitte & Touche LLP to
serve as independent auditors of the Company for the year 1997 and
approved the PacifiCorp Stock Incentive Plan. Votes cast in
relation to the appointment of Deloitte & Touche LLP are summarized
as follows:
<TABLE>
<CAPTION>
Against Or Abstentions And
For Withheld Broker Non-votes
___ _________ ________________
<S> <C> <C> <C>
237,741,463 2,255,823 2,024,441
</TABLE>
Votes cast to approve the PacifiCorp Stock Incentive Plan are
summarized as follows:
<TABLE>
<CAPTION>
Against Or Abstentions And
For Withheld Broker Non-votes
___ _________ ________________
<S> <C> <C> <C>
193,889,429 39,222,678 8,899,620
</TABLE>
The shareholders also elected four Class I Directors, each for terms
expiring at the Annual Meeting in the year 2000 and one Class II
director to serve for a term expiring at the 1998 Annual Meeting.
Votes cast in relation to these matters are summarized as follows:
<TABLE>
<CAPTION>
Against Or Abstentions And
For Withheld Broker Non-votes
___ _________ ________________
<S> <C> <C> <C>
Class I
W. Charles Armstrong 236,333,967 5,687,740 -
C. Todd Conover 236,591,268 5,430,439 -
Nolan E. Karras 236,176,319 5,845,387 -
Keith R. McKennon 236,493,127 5,528,600 -
Class II
Alan K. Simpson 235,960,351 6,061,376 -
</TABLE>
<PAGE>30
The Directors whose terms continued and the years their terms expire
are as follows:
Kathryn A. Braun (Class II, 1998); Frederick W. Buckman (Class III,
1999); Robert G. Miller (Class II, 1998); Verl R. Topham (Class II,
1998); Don M. Wheeler (Class III, 1999); Nancy Wilgenbusch (Class
III, 1999); Peter I. Wold (Class III, 1999).
Item 6. Exhibits and Reports on Form 8-K
______ ________________________________
(a) Exhibits.
Exhibit 2: Stock Purchase Agreement, dated as of June 11, 1997, by
and among PacifiCorp Holdings, Inc., Pacific Telecom, Inc., Century
Telephone Enterprises, Inc. and Century Cellunet, Inc.
(Incorporated by reference to Exhibit 2.1 of Century Telephone
Enterprises, Inc.'s Current Report on Form 8-K dated June 11, 1997,
File No. 1-7784.)
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 June 30,
1997 (filed electronically only).
(b) Reports on Form 8-K.
On Form 8-K dated June 13, 1997, under Item 5. "Other Events," the
Company filed its news release relating to a proposed cash offer for
all outstanding shares of The Energy Group and the proposed sale of
the Company's wholly owned subsidiary, Pacific Telecom, Inc.
On Form 8-K dated July 23, 1997, under Item 5. "Other Events," the
Company filed a press release reporting financial results for the
three- and six-month periods ended June 30, 1997.
On Form 8-K dated August 1, 1997, under Item 5. "Other Events," the
Company filed a press release reporting referral of its proposed
acquisition of The Energy Group to the Monopolies and Mergers
Commission in the United Kingdom.
<PAGE>31
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 August 12, 1997 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 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 June 30, 1997 (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 SIX MONTHS
______________________________________________ ENDED
1992 1993 1994 1995 1996 June 30, 1997
____ ____ ____ ____ ____ _____________
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges, as defined:*
Interest expense..................... $ 357.6 $ 333.5 $ 302.0 $ 336.4 $ 415.0 $219.8
Estimated interest portion of
rentals charged to expense......... 6.0 4.8 5.6 4.5 4.1 1.8
Preferred stock dividends of
wholly owned subsidiary............ - - - - 9.9 9.0
_______ _______ _______ _______ _______ _____
Total fixed charges.......... $ 363.6 $ 338.3 $ 307.6 $ 340.9 $ 429.0 $230.6
======= ======= ======= ======= ======= =====
Earnings, as defined:*
Income from continuing
operations......................... $ 92.9 $ 371.8 $ 397.5 $ 402.0 $ 430.2 $178.4
Add (deduct):
Provision for income taxes......... 58.3 163.6 209.0 191.8 236.4 96.7
Minority interest.................. (.5) 2.7 1.3 1.4 1.8 1.3
Undistributed income of less
than 50% owned affiliates........ (6.3) (16.2) (14.7) (15.0) (18.1) (8.1)
Fixed charges as above............. 363.6 338.3 307.6 340.9 429.0 230.6
_______ _______ _______ _______ _______ _____
Total earnings............... $ 508.0 $ 860.2 $ 900.7 $ 921.1 $1,079.3 $498.9
======= ======= ======= ======= ======= =====
Ratio of Earnings to Fixed Charges..... 1.4x 2.5x 2.9x 2.7x 2.5x 2.2x
==== ==== ==== ==== ==== ====
<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. "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 FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(IN MILLIONS OF DOLLARS)
<CAPTION>
YEAR ENDED DECEMBER 31 SIX MONTHS
______________________________________________ ENDED
1992 1993 1994 1995 1996 June 30, 1997
____ ____ ____ ____ ____ _____________
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges, as defined:*
Interest expense..................... $ 357.6 $ 333.5 $ 302.0 $ 336.4 $ 415.0 $219.8
Estimated interest portion of
rentals charged to expense...... 6.0 4.8 5.6 4.5 4.1 1.8
Preferred stock dividends of
wholly owned subsidiary............ - - - - 9.9 9.0
_______ _______ _______ _______ _______ _____
Total fixed charges.......... 363.6 338.3 307.6 340.9 429.0 230.6
Preferred Stock Dividends,
as defined:*....................... 59.9 56.8 60.8 57.0 46.6 18.8
_______ _______ _______ _______ _______ _____
Total fixed charges and
preferred dividends........ $ 423.5 $ 395.1 $ 368.4 $ 397.9 $ 475.6 $249.4
======= ======= ======= ======= ======= =====
Earnings, as defined:*
Income from continuing operations.... $ 92.9 $ 371.8 $ 397.5 $ 402.0 $ 430.2 $178.4
Add (deduct):
Provision for income taxes......... 58.3 163.6 209.0 191.8 236.4 96.7
Minority interest.................. (.5) 2.7 1.3 1.4 1.8 1.3
Undistributed income of less than
50% owned affiliates............. (6.3) (16.2) (14.7) (15.0) (18.1) (8.1)
Fixed charges as above............. 363.6 338.3 307.6 340.9 429.0 230.6
_______ _______ _______ _______ _______ _____
Total earnings............... $ 508.0 $ 860.2 $ 900.7 $ 921.1 $1,079.3 $498.9
======= ======= ======= ======= ======= =====
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends.. 1.2x 2.2x 2.4x 2.3x 2.3x 2.0x
==== ==== ==== ==== ==== ====
<FN>
*"Fixed charges" represent consolidated interest charges, an estimated amount representing the interest
factor in rents and preferred stock dividends 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
___________ _____________________________________________________
Suite 3900 Telephone:(503)222-1341
111 S.W. Fifth Avenue Facsimile:(503)224-2172
Portland, Oregon 97204-3698
EXHIBIT 15
August 11, 1997
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
June 30, 1997 and 1996, as indicated in our report dated August 11, 1997;
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 June 30, 1997, is
incorporated by reference in Registration Statement Nos. 33-62095 and
333-09115, all on Form S-3; in Registration Statement Nos. 33-58461, 33-51277,
33-54169, 33-57043, and 333-10885, 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>
<PAGE>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PACIFICORP'S
FORM 10-Q DATED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000075594
<NAME> PACIFICORP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7865600
<OTHER-PROPERTY-AND-INVEST> 2533100
<TOTAL-CURRENT-ASSETS> 977300
<TOTAL-DEFERRED-CHARGES> 325600
<OTHER-ASSETS> 2678800<F1>
<TOTAL-ASSETS> 14380400
<COMMON> 3241200
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 827700
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4068900
175000
135500
<LONG-TERM-DEBT-NET> 5336800
<SHORT-TERM-NOTES> 166900
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 432200
<LONG-TERM-DEBT-CURRENT-PORT> 271800
0
<CAPITAL-LEASE-OBLIGATIONS> 24300
<LEASES-CURRENT> 900
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3768100
<TOT-CAPITALIZATION-AND-LIAB> 14380400
<GROSS-OPERATING-REVENUE> 2261900
<INCOME-TAX-EXPENSE> 96700
<OTHER-OPERATING-EXPENSES> 1778600
<TOTAL-OPERATING-EXPENSES> 1875300
<OPERATING-INCOME-LOSS> 386600
<OTHER-INCOME-NET> 11500
<INCOME-BEFORE-INTEREST-EXPEN> 398100
<TOTAL-INTEREST-EXPENSE> 219700
<NET-INCOME> 215800<F1>
12200
<EARNINGS-AVAILABLE-FOR-COMM> 203600<F1>
<COMMON-STOCK-DIVIDENDS> 159400
<TOTAL-INTEREST-ON-BONDS> 213100
<CASH-FLOW-OPERATIONS> 392100
<EPS-PRIMARY> .69<F1>
<EPS-DILUTED> .69<F1>
<FN>
<F1>OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED
OPERATIONS OF $789,900. NET INCOME AND EARNINGS AVAILABLE
FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS
OF $37,300. EPS INCLUDES EARNINGS PER COMMON SHARE FROM
DISCONTINUED OPERATIONS OF $0.13.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PACIFICORP'S
FORM 10-Q DATED MARCH 31, 1997 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-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7832500
<OTHER-PROPERTY-AND-INVEST> 2165700
<TOTAL-CURRENT-ASSETS> 775700
<TOTAL-DEFERRED-CHARGES> 267600
<OTHER-ASSETS> 2661500<F1>
<TOTAL-ASSETS> 13703000
<COMMON> 3257000
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 818400
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4075400
175000
135500
<LONG-TERM-DEBT-NET> 4713600
<SHORT-TERM-NOTES> 32800
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 675500
<LONG-TERM-DEBT-CURRENT-PORT> 246800
0
<CAPITAL-LEASE-OBLIGATIONS> 24300
<LEASES-CURRENT> 900
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3623200
<TOT-CAPITALIZATION-AND-LIAB> 13703000
<GROSS-OPERATING-REVENUE> 1041800
<INCOME-TAX-EXPENSE> 56100
<OTHER-OPERATING-EXPENSES> 780400
<TOTAL-OPERATING-EXPENSES> 836500
<OPERATING-INCOME-LOSS> 205300
<OTHER-INCOME-NET> 3900
<INCOME-BEFORE-INTEREST-EXPEN> 209200
<TOTAL-INTEREST-EXPENSE> 106500
<NET-INCOME> 121000<F1>
6100
<EARNINGS-AVAILABLE-FOR-COMM> 114900
<COMMON-STOCK-DIVIDENDS> 79600
<TOTAL-INTEREST-ON-BONDS> 215700
<CASH-FLOW-OPERATIONS> 261000
<EPS-PRIMARY> .39<F1>
<EPS-DILUTED> .39<F1>
<FN>
<F1>OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED
OPERATIONS OF $784,300. NET INCOME AND EARNINGS AVAILABLE
FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS
OF $18,300. EPS INCLUDES EARNINGS PER COMMON SHARE
FROM DISCONTINUED OPERATIONS OF $0.06.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PACIFICORPS
FORM 10-K ANNUAL REPORT 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-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7825100
<OTHER-PROPERTY-AND-INVEST> 2176600
<TOTAL-CURRENT-ASSETS> 882400
<TOTAL-DEFERRED-CHARGES> 268700
<OTHER-ASSETS> 2659500<F1>
<TOTAL-ASSETS> 13812300
<COMMON> 3249500
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 782800
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4032300
178000
135500
<LONG-TERM-DEBT-NET> 4804700
<SHORT-TERM-NOTES> 89200
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 594300
<LONG-TERM-DEBT-CURRENT-PORT> 218900
0
<CAPITAL-LEASE-OBLIGATIONS> 24700
<LEASES-CURRENT> 900
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3733800
<TOT-CAPITALIZATION-AND-LIAB> 13812300
<GROSS-OPERATING-REVENUE> 3803700
<INCOME-TAX-EXPENSE> 236500
<OTHER-OPERATING-EXPENSES> 2717300
<TOTAL-OPERATING-EXPENSES> 2953800
<OPERATING-INCOME-LOSS> 849900
<OTHER-INCOME-NET> (4700)
<INCOME-BEFORE-INTEREST-EXPEN> 845200
<TOTAL-INTEREST-EXPENSE> 415000
<NET-INCOME> 504900<F1>
29800
<EARNINGS-AVAILABLE-FOR-COMM> 475100<F1>
<COMMON-STOCK-DIVIDENDS> 315000
<TOTAL-INTEREST-ON-BONDS> 218000
<CASH-FLOW-OPERATIONS> 925700
<EPS-PRIMARY> 1.62<F1>
<EPS-DILUTED> 1.62<F1>
<FN>
<F1>OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED
OPERATIONS OF $779,500. NET INCOME AND EARNINGS AVAILABLE
FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS
OF $74,700. EPS INCLUDES EARNINGS PER COMMON SHARE
FROM DISCONTINUED OPERATIONS OF $0.25.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PACIFICORP'S
FORM 10-Q DATED SEPTEMBER 30, 1996 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-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7785500
<OTHER-PROPERTY-AND-INVEST> 2156000
<TOTAL-CURRENT-ASSETS> 805400
<TOTAL-DEFERRED-CHARGES> 270500
<OTHER-ASSETS> 2748500<F1>
<TOTAL-ASSETS> 13765900
<COMMON> 3223400
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 735200
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3958600
178000
135500
<LONG-TERM-DEBT-NET> 4715600
<SHORT-TERM-NOTES> 142800
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 587700
<LONG-TERM-DEBT-CURRENT-PORT> 206300
0
<CAPITAL-LEASE-OBLIGATIONS> 24900
<LEASES-CURRENT> 1300
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3815200
<TOT-CAPITALIZATION-AND-LIAB> 13765900
<GROSS-OPERATING-REVENUE> 2752000
<INCOME-TAX-EXPENSE> 174200
<OTHER-OPERATING-EXPENSES> 1959200
<TOTAL-OPERATING-EXPENSES> 2133400
<OPERATING-INCOME-LOSS> 618600
<OTHER-INCOME-NET> 15700
<INCOME-BEFORE-INTEREST-EXPEN> 634300
<TOTAL-INTEREST-EXPENSE> 316400
<NET-INCOME> 372000<F1>
24300
<EARNINGS-AVAILABLE-FOR-COMM> 347700<F1>
<COMMON-STOCK-DIVIDENDS> 235500
<TOTAL-INTEREST-ON-BONDS> 218100
<CASH-FLOW-OPERATIONS> 746000
<EPS-PRIMARY> 1.19<F1>
<EPS-DILUTED> 1.19<F1>
<FN>
<F1>OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED
OPERATIONS OF $772,000. NET INCOME AND EARNINGS AVAILABLE
FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS
OF $54,100. EPS INCLUDES EARNINGS PER COMMON SHARE
FROM DISCONTINUED OPERATIONS OF $0.19.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
PACIFICORP'S
FORM 10-Q DATED JUNE 30, 1996 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-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7606000
<OTHER-PROPERTY-AND-INVEST> 1964700
<TOTAL-CURRENT-ASSETS> 808500
<TOTAL-DEFERRED-CHARGES> 279300
<OTHER-ASSETS> 2692700<F1>
<TOTAL-ASSETS> 13351200
<COMMON> 3207000
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 685000
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3892000
311500
219000
<LONG-TERM-DEBT-NET> 4644300
<SHORT-TERM-NOTES> 30900
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 325800
<LONG-TERM-DEBT-CURRENT-PORT> 266700
0
<CAPITAL-LEASE-OBLIGATIONS> 25300
<LEASES-CURRENT> 700
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3635000
<TOT-CAPITALIZATION-AND-LIAB> 13351200
<GROSS-OPERATING-REVENUE> 1740100
<INCOME-TAX-EXPENSE> 103700
<OTHER-OPERATING-EXPENSES> 1244700
<TOTAL-OPERATING-EXPENSES> 1348400
<OPERATING-INCOME-LOSS> 391700
<OTHER-INCOME-NET> 9600
<INCOME-BEFORE-INTEREST-EXPEN> 401300
<TOTAL-INTEREST-EXPENSE> 206000
<NET-INCOME> 229100<F1>
18000
<EARNINGS-AVAILABLE-FOR-COMM> 211100<F1>
<COMMON-STOCK-DIVIDENDS> 156000
<TOTAL-INTEREST-ON-BONDS> 216700
<CASH-FLOW-OPERATIONS> 488200
<EPS-PRIMARY> .73<F1>
<EPS-DILUTED> .73<F1>
<FN>
<F1>OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED
OPERATIONS OF $764,800. NET INCOME AND EARNINGS AVAILABLE
FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS
OF $33,800. EPS INCLUDES EARNINGS PER COMMON SHARE
FROM DISCONTINUED OPERATIONS OF $0.12.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<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-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7582300
<OTHER-PROPERTY-AND-INVEST> 1964200
<TOTAL-CURRENT-ASSETS> 735000
<TOTAL-DEFERRED-CHARGES> 284800
<OTHER-ASSETS> 2677900<F1>
<TOTAL-ASSETS> 13244200
<COMMON> 3186600
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 674200
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3860800
311500
219000
<LONG-TERM-DEBT-NET> 4436500
<SHORT-TERM-NOTES> 109800
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 582300
<LONG-TERM-DEBT-CURRENT-PORT> 228900
0
<CAPITAL-LEASE-OBLIGATIONS> 25400
<LEASES-CURRENT> 1400
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3468600
<TOT-CAPITALIZATION-AND-LIAB> 13244200
<GROSS-OPERATING-REVENUE> 883500
<INCOME-TAX-EXPENSE> 64700
<OTHER-OPERATING-EXPENSES> 606600
<TOTAL-OPERATING-EXPENSES> 671300
<OPERATING-INCOME-LOSS> 212200
<OTHER-INCOME-NET> 9400
<INCOME-BEFORE-INTEREST-EXPEN> 221600
<TOTAL-INTEREST-EXPENSE> 107600
<NET-INCOME> 129900<F1>
9000
<EARNINGS-AVAILABLE-FOR-COMM> 120900<F1>
<COMMON-STOCK-DIVIDENDS> 76700
<TOTAL-INTEREST-ON-BONDS> 214800
<CASH-FLOW-OPERATIONS> 327100
<EPS-PRIMARY> .42<F1>
<EPS-DILUTED> .42<F1>
<FN>
<F1>OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED
OPERATIONS OF $760,000. NET INCOME AND EARNINGS AVAILABLE
FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS
OF $15,800. EPS INCLUDES EARNINGS PER COMMON SHARE
FROM DISCONTINUED OPERATIONS OF $0.06.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<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-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7580200
<OTHER-PROPERTY-AND-INVEST> 1874000
<TOTAL-CURRENT-ASSETS> 747200
<TOTAL-DEFERRED-CHARGES> 288700
<OTHER-ASSETS> 2676600<F1>
<TOTAL-ASSETS> 13166700
<COMMON> 3000700
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 632400
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3633100
311500
219000
<LONG-TERM-DEBT-NET> 4482900
<SHORT-TERM-NOTES> 277000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 654100
<LONG-TERM-DEBT-CURRENT-PORT> 199100
0
<CAPITAL-LEASE-OBLIGATIONS> 25800
<LEASES-CURRENT> 1500
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3362700
<TOT-CAPITALIZATION-AND-LIAB> 13166700
<GROSS-OPERATING-REVENUE> 2814900
<INCOME-TAX-EXPENSE> 191800
<OTHER-OPERATING-EXPENSES> 1924300
<TOTAL-OPERATING-EXPENSES> 2116100
<OPERATING-INCOME-LOSS> 698800
<OTHER-INCOME-NET> 39600
<INCOME-BEFORE-INTEREST-EXPEN> 738400
<TOTAL-INTEREST-EXPENSE> 336400
<NET-INCOME> 505000<F1>
38700
<EARNINGS-AVAILABLE-FOR-COMM> 466300<F1>
<COMMON-STOCK-DIVIDENDS> 307100
<TOTAL-INTEREST-ON-BONDS> 212800
<CASH-FLOW-OPERATIONS> 839900
<EPS-PRIMARY> 1.64<F1>
<EPS-DILUTED> 1.64<F1>
<FN>
<F1>OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED
OPERATIONS OF $757,100. NET INCOME AND EARNINGS AVAILABLE
FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS
OF $103,000. EPS INCLUDES EARNINGS PER COMMON SHARE
FROM DISCONTINUED OPERATIONS OF $0.36.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<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-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7543000
<OTHER-PROPERTY-AND-INVEST> 220200
<TOTAL-CURRENT-ASSETS> 574300
<TOTAL-DEFERRED-CHARGES> 195400
<OTHER-ASSETS> 2673100<F1>
<TOTAL-ASSETS> 11206000
<COMMON> 2995700
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 591100
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3586800
367400
219000
<LONG-TERM-DEBT-NET> 3286100
<SHORT-TERM-NOTES> 56900
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 349200
<LONG-TERM-DEBT-CURRENT-PORT> 223900
0
<CAPITAL-LEASE-OBLIGATIONS> 26900
<LEASES-CURRENT> 1700
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3088100
<TOT-CAPITALIZATION-AND-LIAB> 11206000
<GROSS-OPERATING-REVENUE> 2048600
<INCOME-TAX-EXPENSE> 139000
<OTHER-OPERATING-EXPENSES> 1400100
<TOTAL-OPERATING-EXPENSES> 1539100
<OPERATING-INCOME-LOSS> 509500
<OTHER-INCOME-NET> 34700
<INCOME-BEFORE-INTEREST-EXPEN> 544200
<TOTAL-INTEREST-EXPENSE> 251900
<NET-INCOME> 377300<F1>
30400
<EARNINGS-AVAILABLE-FOR-COMM> 346900<F1>
<COMMON-STOCK-DIVIDENDS> 230300
<TOTAL-INTEREST-ON-BONDS> 213100
<CASH-FLOW-OPERATIONS> 654500
<EPS-PRIMARY> 1.22<F1>
<EPS-DILUTED> 1.22<F1>
<FN>
<F1>OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED
OPERATIONS OF $752,100. NET INCOME AND EARNINGS AVAILABLE
FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS
OF $85,000. EPS INCLUDES EARNINGS PER COMMON SHARE
FROM DISCONTINUED OPERATIONS OF $0.30.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<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-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7527500
<OTHER-PROPERTY-AND-INVEST> 246600
<TOTAL-CURRENT-ASSETS> 568400
<TOTAL-DEFERRED-CHARGES> 185500
<OTHER-ASSETS> 2477500<F1>
<TOTAL-ASSETS> 11005500
<COMMON> 2991700
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 509100
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3500800
367400
219000
<LONG-TERM-DEBT-NET> 3451500
<SHORT-TERM-NOTES> 22000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 289600
<LONG-TERM-DEBT-CURRENT-PORT> 125000
0
<CAPITAL-LEASE-OBLIGATIONS> 27300
<LEASES-CURRENT> 1700
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3001200
<TOT-CAPITALIZATION-AND-LIAB> 11005500
<GROSS-OPERATING-REVENUE> 1320500
<INCOME-TAX-EXPENSE> 69700
<OTHER-OPERATING-EXPENSES> 920000
<TOTAL-OPERATING-EXPENSES> 989700
<OPERATING-INCOME-LOSS> 330800
<OTHER-INCOME-NET> 23000
<INCOME-BEFORE-INTEREST-EXPEN> 353800
<TOTAL-INTEREST-EXPENSE> 177500
<NET-INCOME> 208300<F1>
20300
<EARNINGS-AVAILABLE-FOR-COMM> 188000<F1>
<COMMON-STOCK-DIVIDENDS> 152300
<TOTAL-INTEREST-ON-BONDS> 213500
<CASH-FLOW-OPERATIONS> 373100
<EPS-PRIMARY> .66<F1>
<EPS-DILUTED> .66<F1>
<FN>
<F1>OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED
OPERATIONS OF $550,800. NET INCOME AND EARNINGS AVAILABLE
FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS
OF $32,100. EPS INCLUDES EARNINGS PER COMMON SHARE
FROM DISCONTINUED OPERATIONS OF $0.11.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<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-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7495700
<OTHER-PROPERTY-AND-INVEST> 243100
<TOTAL-CURRENT-ASSETS> 572700
<TOTAL-DEFERRED-CHARGES> 170000
<OTHER-ASSETS> 2482300<F1>
<TOTAL-ASSETS> 10963800
<COMMON> 2988700
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 502200
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3490900
367400
219000
<LONG-TERM-DEBT-NET> 3300600
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 413000
<LONG-TERM-DEBT-CURRENT-PORT> 68400
0
<CAPITAL-LEASE-OBLIGATIONS> 27500
<LEASES-CURRENT> 1700
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3075300
<TOT-CAPITALIZATION-AND-LIAB> 10963800
<GROSS-OPERATING-REVENUE> 678200
<INCOME-TAX-EXPENSE> 57000
<OTHER-OPERATING-EXPENSES> 452200
<TOTAL-OPERATING-EXPENSES> 509200
<OPERATING-INCOME-LOSS> 169000
<OTHER-INCOME-NET> 4700
<INCOME-BEFORE-INTEREST-EXPEN> 173700
<TOTAL-INTEREST-EXPENSE> 73300
<NET-INCOME> 114800<F1>
10100
<EARNINGS-AVAILABLE-FOR-COMM> 104700<F1>
<COMMON-STOCK-DIVIDENDS> 75600
<TOTAL-INTEREST-ON-BONDS> 213300
<CASH-FLOW-OPERATIONS> 280400
<EPS-PRIMARY> .37<F1>
<EPS-DILUTED> .37<F1>
<FN>
<F1>OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED
OPERATIONS OF $544,300. NET INCOME AND EARNINGS AVAILABLE
FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS
OF $14,400. EPS INCLUDES EARNINGS PER COMMON SHARE
FROM DISCONTINUED OPERATIONS OF $0.05.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
PACIFICORP'S DECEMBER 31, 1994 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-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7474100
<OTHER-PROPERTY-AND-INVEST> 240400
<TOTAL-CURRENT-ASSETS> 602900
<TOTAL-DEFERRED-CHARGES> 184200
<OTHER-ASSETS> 2498200<F1>
<TOTAL-ASSETS> 10999800
<COMMON> 2985500
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 474300
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3459800
367400
219000
<LONG-TERM-DEBT-NET> 3365800
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 433000
<LONG-TERM-DEBT-CURRENT-PORT> 78300
0
<CAPITAL-LEASE-OBLIGATIONS> 25400
<LEASES-CURRENT> 1900
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3049200
<TOT-CAPITALIZATION-AND-LIAB> 10999800
<GROSS-OPERATING-REVENUE> 2840000
<INCOME-TAX-EXPENSE> 209000
<OTHER-OPERATING-EXPENSES> 1982400
<TOTAL-OPERATING-EXPENSES> 2191400
<OPERATING-INCOME-LOSS> 648600
<OTHER-INCOME-NET> 48700
<INCOME-BEFORE-INTEREST-EXPEN> 697300
<TOTAL-INTEREST-EXPENSE> 299800
<NET-INCOME> 468000<F1>
39700
<EARNINGS-AVAILABLE-FOR-COMM> 428300<F1>
<COMMON-STOCK-DIVIDENDS> 305200
<TOTAL-INTEREST-ON-BONDS> 214000
<CASH-FLOW-OPERATIONS> 873000
<EPS-PRIMARY> 1.51<F1>
<EPS-DILUTED> 1.51<F1>
<FN>
<F1>OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED
OPERATIONS OF $541,900. NET INCOME AND EARNINGS AVAILABLE
FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS
OF $70,500. EPS INCLUDES EARNINGS PER COMMON SHARE
FROM DISCONTINUED OPERATIONS OF $0.25.
</FN>
</TABLE>
