<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, 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 April 30, 1997, there were 295,659,516 shares of registrant's common stock
outstanding.
<PAGE>
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 8
PART II. OTHER INFORMATION 19
Item 1. Legal Proceedings 19
Item 6. Exhibits and Reports on Form 8-K 19
Signature 20
</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,
______________________
1997 1996
______ ______
<S> <C> <C>
REVENUES $1,169.8 $1,005.7
_______ _______
EXPENSES
Operations 538.5 386.7
Maintenance 74.7 71.8
Administrative and general 85.6 74.1
Depreciation and amortization 137.0 128.6
Taxes, other than income taxes 32.4 32.2
_______ _______
TOTAL 868.2 693.4
_______ _______
INCOME FROM OPERATIONS 301.6 312.3
_______ _______
INTEREST EXPENSE AND OTHER
Interest expense 117.0 117.6
Interest capitalized (2.9) (3.2)
Other income - net (2.5) (6.9)
_______ _______
TOTAL 111.6 107.5
_______ _______
Income before income taxes 190.0 204.8
Income taxes 69.0 74.9
_______ _______
NET INCOME 121.0 129.9
RETAINED EARNINGS BEGINNING OF PERIOD 782.8 632.4
Cash dividends declared
Preferred stock (5.6) (9.1)
Common stock per share: 1997 and
1996/$.27 (79.8) (79.0)
_______ _______
RETAINED EARNINGS END OF PERIOD $ 818.4 $ 674.2
======= =======
EARNINGS ON COMMON STOCK (Net income
less preferred dividend requirement $ 114.9 $ 120.9
Average number of common shares
outstanding (Thousands) 295,393 286,490
EARNINGS PER COMMON SHARE $ .39 $ .42
<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>
Three Months Ended
March 31,
______________________
1997 1996
______ ______
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 121.0 $ 129.9
Adjustments to reconcile net income
to net cash provided by operating
activities
Depreciation and amortization 142.2 133.6
Deferred income taxes and investment tax
credits - net 7.4 14.2
Other 7.9 26.0
Accounts receivable and prepayments 101.4 5.2
Materials, supplies, fuel stock and
inventory - (3.2)
Accounts payable and accrued liabilities (70.0) 60.6
______ ______
NET CASH PROVIDED BY OPERATING ACTIVITIES 309.9 366.3
______ ______
CASH FLOWS FROM INVESTING ACTIVITIES
Construction (143.6) (136.0)
Investments in and advances to
affiliated companies - net (19.0) (4.2)
Assets acquired (4.6) (7.5)
Proceeds from sales of finance assets
and principal payments 26.7 38.4
Other 18.2 7.5
______ ______
NET CASH USED IN INVESTING ACTIVITIES (122.3) (101.8)
______ ______
CASH FLOWS FROM FINANCING ACTIVITIES
Changes in short-term debt 6.8 (506.0)
Proceeds from long-term debt 12.3 251.1
Proceeds from issuance of common stock 10.5 183.0
Dividends paid (85.2) (85.8)
Repayments of long-term debt and capital
lease obligations (92.5) (64.3)
Redemptions of capital stock (3.0) (.5)
Other (28.8) (43.2)
______ ______
NET CASH USED IN FINANCING ACTIVITIES (179.9) (265.7)
______ ______
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 7.7 (1.2)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 17.8 22.2
______ ______
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 25.5 $ 21.0
====== ======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid (received) during the period for
Interest (net of amount capitalized) $ 193.1 $ 146.9
Income taxes (1.3) 17.9
<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>
March 31, December 31,
1997 1996
_________ ____________
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 25.5 $ 17.8
Accounts receivable less allowance
for doubtful accounts: 1997/$8.7
and 1996/$8.6 622.7 718.6
Materials, supplies and fuel stock at
average cost 188.9 188.7
Inventory 50.4 55.2
Other 67.2 78.2
________ ________
TOTAL CURRENT ASSETS 954.7 1,058.5
PROPERTY, PLANT AND EQUIPMENT
Domestic Electric Operations 11,788.4 11,698.8
Australian Electric Operations 1,359.7 1,361.9
Telecommunications 1,688.0 1,670.0
Other Operations 69.4 68.8
Accumulated depreciation and amortization (4,699.6) (4,583.8)
________ ________
TOTAL PROPERTY, PLANT AND EQUIPMENT - NET 10,205.9 10,215.7
OTHER ASSETS
Investments in and advances to affiliated
companies 350.3 358.9
Intangible assets - net 864.3 870.5
Regulatory assets - net 1,014.5 1,017.4
Finance note receivable 214.0 214.6
Finance assets - net 425.7 425.6
Real estate investments 218.1 217.0
Deferred charges and other 257.2 256.3
________ ________
TOTAL OTHER ASSETS 3,344.1 3,360.3
________ ________
TOTAL ASSETS $14,504.7 $14,634.5
======== ========
<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>
March 31, December 31,
1997 1996
_________ ____________
<S> <C> <C>
CURRENT LIABILITIES
Long-term debt currently maturing $ 263.6 $ 235.6
Notes payable and commercial paper 708.3 701.5
Accounts payable 330.2 469.7
Taxes, interest and dividends payable 381.2 303.5
Customer deposits and other 165.0 152.6
________ ________
TOTAL CURRENT LIABILITIES 1,848.3 1,862.9
DEFERRED CREDITS
Income taxes 1,946.7 1,953.1
Investment tax credits 146.1 148.4
Other 729.2 758.9
________ ________
TOTAL DEFERRED CREDITS 2,822.0 2,860.4
MINORITY INTEREST 33.0 31.9
LONG-TERM DEBT 5,205.8 5,323.8
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: 1997/295,638,426
and 1996/295,139,753 3,247.6 3,236.8
Retained earnings 818.4 782.8
Cumulative currency translation adjustment 9.4 12.7
________ ________
TOTAL COMMON EQUITY 4,075.4 4,032.3
________ ________
COMMITMENTS AND CONTINGENCIES (See Note 2)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $14,504.7 $14,634.5
======== ========
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
<PAGE>6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 1997
1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements as
of March 31, 1997 and December 31, 1996 and for the periods ended March 31,
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 March 31, 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; Pacific Telecom, Inc. ("PTI"), a telecommunications
operation, 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 1997 method of presentation. These reclassifications had no effect
on previously reported consolidated net income.
2. 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. For those
contingencies identified at December 31, 1996, principally the Superfund sites
where the Company has been or may be designated as a potentially responsible
party and Clean Air Act matters, future costs associated with the disposition
of these matters are not expected to be material to the Company's consolidated
financial statements.
<PAGE>7
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.
3. NEW ACCOUNTING STANDARD
In February 1997, the Financial Accounting Standards Board issued SFAS
No. 128 "Earnings Per Share." SFAS 128 changes the standards for computing
and presenting earnings per share ("EPS"). The statement is effective for
periods ending after December 15, 1997 and requires reinstatement of all prior
periods. The adoption of SFAS 128 will have no effect on the current
calculation of EPS or previously reported EPS.
<PAGE>8
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.
<TABLE>
<CAPTION>
First Quarter Percentage
________________ Increase/
1997 1996 (Decrease)
____ ____ __________
(Dollars in Millions)
<S> <C> <C> <C>
Earnings contribution
on common stock (1)
Domestic Electric Operations $ 74.6 $ 86.3 (14)%
Australian Electric Operations 21.0 10.8 94
Telecommunications 18.3 15.9 15
Other Operations 1.0 7.9 (87)
_____ _____
Total $114.9 $120.9 (5)
===== =====
Earnings per common share $ .39 $ .42 (7)
<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.
</FN>
</TABLE>
Comparison of the first quarters of 1997 and 1996
_________________________________________________
Earnings on common stock of PacifiCorp and its consolidated subsidiaries
declined $6 million, or $0.03 per share. The decline in earnings was
primarily the result of higher power costs attributable to the Company's
Hermiston generating plant and reduced industrial revenues at the Company's
Domestic Electric Operations.
Domestic Electric Operations earnings contribution declined $12 million, or
14%. Increased power costs and reduced industrial revenues drove the decline
in earnings. The decline in industrial revenues was the result of lower
prices and volumes and nonrecurring billing adjustments. Despite the earnings
decline, Domestic Electric Operations experienced growth of 3% in the average
number of retail customers. Additionally, the wholesale electric business
grew substantially, with an 81% increase in sales volumes.
PacifiCorp's 1997 revenues will be negatively impacted by approximately $9
million as the result of a rate reduction in the Company's Utah jurisdiction.
The rate reduction was implemented on April 15, 1997.
Earnings from Australian Electric Operations increased $10 million in the
quarter, on the strength of a $12 million increase in earnings of Powercor,
the Company's Australian electricity and marketing company. Accelerated
amortization
<PAGE>9
of deferred credits associated with certain commercial and industrial customer
contracts added $6 million, or $0.02 per share in 1997. Powercor experienced
30% load growth, mainly from the contestable customer market, and reductions
in generator energy prices for the contestable customer market. Contestable
customers are those customers that are able to choose their electricity
supplier. Powercor has established itself as a market leader and currently
serves 43% of the contestable market within the state of Victoria.
Pacific Telecom, Inc., the Company's telecommunications subsidiary,
contributed $18 million to earnings in the first quarter of 1997, an increase
of $2 million compared to 1996. Internal customer access line growth of 6%
and increased sales of enhanced services accounted for the increase.
Earnings from Other Operations declined $7 million in the quarter. First
quarter 1996 results included gains on sales of financial assets totaling $5
million, or $0.02 per share. Revenues from Other Operations increased $39
million due to the commencement of operations at PacifiCorp Power Marketing,
Inc. ("PPM"). PPM is engaged in wholesale power trading in the eastern energy
markets. Operating expenses for Other Operations increased $41 million to $55
million. Costs of purchased power for PPM's wholesale trading increased
operating expenses $38 million.
<PAGE>10
RESULTS OF OPERATIONS
<TABLE>
Domestic Electric Operations
<CAPTION>
First Quarter Percentage
________________ Increase/
1997 1996 (Decrease)
____ ____ __________
(Dollars in Millions)
<S> <C> <C> <C>
Revenues
Residential $233.1 $227.0 3%
Commercial 150.2 151.0 (1)
Industrial 155.0 165.7 (6)
Other 7.8 7.6 3
_____ _____
Retail sales 546.1 551.3 (1)
Wholesale sales 229.7 140.3 64
Other 17.4 13.0 34
_____ _____
Total 793.2 704.6 13
Operating expenses 596.5 484.9 23
_____ _____
Income from operations 196.7 219.7 (10)
Interest expense 74.9 74.1 1
Minority interest and other (8.1) (7.7) (5)
Income taxes 49.2 58.0 (15)
_____ _____
Net income 80.7 95.3 (15)
Preferred dividend requirement 6.1 9.0 (32)
_____ _____
Earnings contribution $ 74.6 $ 86.3 (14)
===== =====
Energy sales (millions of kWh)
Residential 3,827 3,771 1
Commercial 2,784 2,784 -
Industrial 4,745 4,774 (1)
Other 169 151 12
______ ______
Retail sales 11,525 11,480 -
Wholesale sales 10,240 5,673 81
______ ______
Total 21,765 17,153 27
====== ======
Residential average usage (kWh) 3,187 3,219 (1)
Total customers (end of period) 1,410,212 1,372,996 3
</TABLE>
Comparison of the first quarters of 1997 and 1996
_________________________________________________
Revenues
Domestic Electric Operations revenues rose $89 million, or 13%, to $793
million during the first quarter of 1997 as a result of an $89 million
increase in wholesale revenues. Total retail revenues declined $5 million, or
1%. The decline in retail revenues was attributable to lower prices and
revenue adjustments in the industrial customer segment.
Increased power marketing activity led to an increase in wholesale kWh volumes
of 81% and an increase in wholesale revenues of 64% or $89 million. Increased
short-term firm and spot market volumes made up most of the increase. They
added $69 million to revenues and increased long-term firm sales volumes added
<PAGE>11
$7 million. The increase in short-term firm and spot market sales volumes
resulted in an overall decrease in the average price per kWh for wholesale
sales.
Residential revenues increased $6 million, or 3%, and associated energy
volumes increased 1%. Growth in the average number of residential customers
of 3% added $5 million to revenues, while price increases in the Company's
Oregon and Wyoming jurisdictions, effective in July 1996, added $6 million.
These increases were offset in part by decreased usage per customer and lower
effective prices due to changes in customer mix.
Commercial revenues were down $1 million, or 1%, on energy sales volumes that
approximated 1996 levels. Growth in the average number of commercial
customers of 4% added $6 million to revenues, while price increases in Oregon
and Wyoming added $2 million. These increases were offset in part by
decreased usage per customer and lower effective sales prices and load factors
due to changes in customer mix.
Industrial revenues declined $11 million, or 6%. Energy sales volumes
decreased 1%. Billing adjustments for certain customers reduced revenues by
$6 million and price renegotiations for certain industrial customers reduced
revenues $3 million. Reduced energy volumes taken under special contracts by
oil and gas and chemical customers in Wyoming decreased revenues $3 million.
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 allege could result in rates being
reduced as much as $54 million. On March 4, 1997, the Utah Legislature passed
a bill which creates a legislative task force to study stranded cost issues
and the timing of customer choice. The bill freezes rates in Utah at January
31, 1997 levels until 60 days following the conclusion of the 1998 legislative
general session. 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.
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 has been proposed by the Bonneville Power Administration ("BPA")
for its 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. The proposed settlement has been noticed for public comment and,
contingent upon BPA's review of the comments received, is expected to be
finalized in May 1997.
<PAGE>12
Operating Expenses
Purchased power expense increased $81 million in 1997, or 66%, to $204
million. Short-term firm and spot market energy purchases were up $56
million, or 3.7 million mWh, more than doubling the amount of purchases in
1996. Short-term firm and spot market purchase prices averaged $14 per mWh in
1997 versus $9 per mWh in 1996. The higher prices added $13 million to costs.
New long-term firm purchased power contracts, primarily the contract relating
to the Hermiston plant, net of existing purchase contract expirations, added
$8 million to purchased power costs.
Fuel expense for the quarter was up $15 million, or 14%, to $117 million.
Thermal generation was up 9% to 12 million mWh, adding $10 million to fuel
cost. The cost per mWh of generation rose 4%, reflecting increased generation
at higher cost generating units, including the Hermiston plant. Hydroelectric
generation increased approximately 6%.
Net power costs in the quarter were $7.98 per mWh, compared to $7.53 per mWh
in the first quarter of 1996, a 6% increase. 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 increase in net power cost
was attributable in part to the increase in power purchases at higher costs to
meet increased demand during the period, along with fuel and purchased power
costs from the Hermiston plant.
Other operations and maintenance expense increased $6 million, or 5%, to
$114 million. Included in the increase was approximately $2 million of costs
associated with storm damage in the fourth quarter of 1996, $1 million in
increased operating expense from the Hermiston plant and $1 million of
increased expenses associated with the timing of plant maintenance.
Administrative and general expenses increased $5 million, or 12%, to $46
million. Included in the increase is $2 million in amortization of deferred
regulatory costs for post retirement benefits, recovered through revenue in
the Oregon and Wyoming price increases, and $3 million in increased outside
services, primarily for information system programming and maintenance.
Depreciation and amortization expense increased $5 million, or 6%, to
$89 million. The addition of the Hermiston plant and the Company's new
customer service system added $4 million to depreciation in the quarter.
Other Income and Expense
Minority interest expense increased $4 million due to the issuance in June
1996 of Company obligated preferred securities of a wholly owned subsidiary
trust. Other income increased $3 million due to sales of sulfur dioxide
emission allowances in 1997. Income tax expense declined $9 million, or 15%,
due to the lower level of pre-tax income.
Preferred dividend requirements declined $3 million due to the redemption of
preferred stock in July 1996.
<PAGE>13
<TABLE>
Australian Electric Operations
______________________________
<CAPTION>
First Quarter
________________ Percentage
1997 1996 Increase/
____ ____ (Decrease)
(Dollars in Millions) __________
<S> <C> <C> <C>
Powercor Earnings Contribution
Revenues
Residential $ 58.5 $ 50.2 17%
Commercial 49.3 32.8 50
Industrial 57.9 54.2 7
_____ _____
Retail sales 165.7 137.2 21
Other 17.7 6.2 *
_____ _____
Total 183.4 143.4 28
Operating expenses 128.5 107.2 20
_____ _____
Income from operations 54.9 36.2 52
Interest expense 18.3 18.5 (1)
Income taxes 13.6 6.9 97
_____ _____
Earnings contribution $ 23.0 $ 10.8 113
===== =====
Hazelwood Earnings Contribution (a) $ (2.0) $ - *
===== =====
Energy sales (millions of kWh)
Residential 608 572 6
Commercial 662 383 73
Industrial 1,150 905 27
_____ _____
Total 2,420 1,860 30
===== =====
<FN>
*Not a meaningful number.
(a) Acquired September 13, 1996.
</FN>
</TABLE>
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 first quarters of 1997 and 1996
_________________________________________________
Revenues
Powercor's retail sales revenues increased $29 million, or 21%, to $166
million. The increase was attributable to increased energy sales volumes of
560 million kWh, or 30%.
Energy volumes to contestable customers outside Powercor's franchise area were
up 526 million kWh and added $23 million to revenues. This increase was
offset in part by reduced revenue of $3 million for other commercial and
industrial customers on a 3% decline in average sales prices for these
customers.
<PAGE>14
Residential revenue for franchise customers increased $8 million. Growth in
the average number of customers of 1% and energy volume increases of 6%, due
to unseasonably warm temperatures, added $4 million to residential revenue,
while increases in average sales prices added $4 million.
Other revenues increased $12 million, largely as a result of $9 million from
the accelerated amortization of deferred credits associated with Tariff H
customers. The deferred credits were recorded at the time Powercor was
acquired. 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 will add an estimated
$3 million annually through the year 2000 to cash flows from operating
activities.
Operating Expenses
Purchased power expense increased $9 million, or 15%, in the quarter to
$69 million due to the increased demand for electricity. Purchase prices
averaged $28 per mWh in the quarter versus $33 last year.
Other operating expenses increased $11 million, or 35%, to $42 million.
Increased sales to contestable customers outside the Powercor's service area
resulted in a $6 million increase in network fees. Additionally, the timing
of labor and material costs added $4 million to expenses.
Hazelwood
In the first quarter of 1997, the Company recorded a $2 million loss on its
equity investment in the Hazelwood power station. 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 lowest in the Australian summer months because demand is
lowest, which generally is expected to result in lower profit margins for
Hazelwood during the first and fourth calendar quarters.
The refurbishment of units 7 and 8 at Hazelwood continues on schedule. The
refurbishment of unit 8 is scheduled for completion later this year, while
unit 7 is expected to be completed early in 1998. The Company expects to make
equity contributions for its share of the refurbishment of the plants, which
are estimated to be $26 million in 1997 and $9 million in 1998.
<PAGE>15
<TABLE>
Telecommunications
__________________
<CAPTION>
First Quarter Percentage
________________ Increase/
1997 1996 (Decrease)
____ ____ __________
(Dollars in Millions)
<S> <C> <C> <C>
Revenues
Local network service $ 36.7 $ 33.2 11%
Network access service 63.6 63.5 -
Cellular and other 27.7 25.6 8
_____ _____
Total 128.0 122.3 5
Operating expenses 87.8 86.9 1
_____ _____
Income from operations 40.2 35.4 14
Interest expense 10.5 10.1 4
Other income - net (1.5) (.8) (88)
Income taxes 12.9 10.2 26
_____ _____
Earnings contribution $ 18.3 $ 15.9 15
===== =====
Telephone access lines (end
of period) 566,383 536,548 6
<FN>
*Not a meaningful number.
</FN>
</TABLE>
As described under "Disposition" below, PTI has signed a letter of intent to
dispose of its cellular operations, other than those located in Alaska.
Comparison of the first quarters of 1997 and 1996.
_________________________________________________
Revenues
PTI's revenues increased $6 million, or 5%. Growth of 6% in local exchange
access lines and enhanced service revenue growth contributed to increased
revenues in the quarter.
Operating Expenses
Depreciation expense increased $1 million, or 5%, due to increased local
exchange company plant balances.
Other Income and Expense
Interest expense for the quarter was $11 million, approximating 1996 levels.
Income taxes totaled $13 million in 1997, a $3 million increase from the prior
year.
<PAGE>16
FINANCIAL CONDITION -
For the three months ended March 31, 1997:
OPERATING ACTIVITIES
Net cash flows of $310 million were provided by operating activities
during the period compared to $366 million in the first quarter of 1996. The
decrease in cash flows from operating activities was primarily attributable to
increased working capital requirements at Domestic Electric Operations in
1997.
INVESTING ACTIVITIES
Capital spending totaled $167 million in 1997 compared with $148 million
in 1996. Investments in unregulated businesses totaled $20 million in the
first quarter of 1997 compared to $3 million in 1996.
Acquisitions and Planned Expansion--
Holdings and Big Rivers Electric Corporation ("Big Rivers"), a generation
and transmission cooperative based in Henderson, Kentucky, signed an agreement
during 1996 providing for a subsidiary of Holdings to operate and manage Big
Rivers' power plants under a 25-year operating agreement for annual payments
of approximately $30 million. Big Rivers filed for bankruptcy in September
1996. In February 1997, the bankruptcy judge opened the Big Rivers facilities
to auction. On March 19, 1997, the bankruptcy court accepted a bid from LG&E
Energy Corp. ("LG&E") for Big Rivers facilities. On May 8, 1997, Holdings
submitted a new proposal to Big Rivers intended to add value in excess of the
value of LG&E's bid. The outcome of these matters is uncertain.
On April 15, 1997, Holdings, through a subsidiary, acquired all of the
outstanding shares of common stock of TPC Corporation ("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. This
transaction was funded with a capital contribution from PacifiCorp.
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. In addition, PTI has letters of
intent to acquire telephone operations representing 4,300 access lines for
$22 million. PTI expects to fund these acquisitions through the issuance of
external debt, internally generated funds and proceeds from the sale of
cellular investments.
Disposition--
On April 11, 1997, PTI signed a letter of intent with Century Telephone
Enterprises to exchange the stock of its wholly owned subsidiary, Pacific
Telecom Cellular, Inc., for $164 million in cash and local exchange properties
representing more than 18,000 of Century's telephone access lines in Arizona,
Colorado, Idaho and New Mexico. PTI's ownership interest in its Alaskan
cellular
<PAGE>17
markets are not included as part of this transaction. Subject to satisfaction
of certain conditions and approvals, the transaction is expected to close
before the end of the year.
CAPITALIZATION
At March 31, 1997, the Company had approximately $700 million of
commercial paper and bank borrowings outstanding at an average weighted rate
of 5.5%. These borrowings are supported by $700 million of revolving credit
agreements. At March 31, 1997, the consolidated subsidiaries had access to $2
billion of short-term funds through committed bank revolving credit
agreements. Subsidiaries had $128 million of commercial paper outstanding at
March 31, 1997, as well as borrowings of $1.1 billion under bank revolving
credit facilities. At March 31, 1997, 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 temporary loans of funds
between parties at short-term market rates.
______________________________________________________________________________
The condensed consolidated financial statements as of March 31, 1997 and
December 31, 1996 and for the three-month periods ended March 31, 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>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, 1997, and the related condensed
consolidated statements of income and retained earnings and of cash flows for
the three-month periods ended March 31, 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
April 21, 1997
<PAGE>19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
______ _________________
A tentative settlement has been reached with respect to the Notice
of Violation issued by the Air Quality Division of the Wyoming
Department of Environmental Quality concerning violations of SO2
emission limits during 1994 at Jim Bridger Unit No. 4. See "Item 3.
Legal Proceedings" in the Company's Annual Report on Form 10-K for
the year ended December 31, 1996. Under the terms of the tentative
settlement, the Company would pay civil penalties of approximately
$38,000, with one half of that amount being contributed to a local
environmental project. The terms of the tentative settlement will
be contained in a consent decree that will be subject to public
comment and require court approval.
Item 6. Exhibits and Reports on Form 8-K
______ ________________________________
(a) Exhibits.
Exhibit 12(a): Statements of Computation of Ratio of Earnings to
Fixed Charges.
Exhibit 12(b): Statements of Computation of Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends.
Exhibit 15: Letter re unaudited interim financial information of
awareness of incorporation by reference.
Exhibit 27(a): Financial Data Schedule for the quarter ended
March 31, 1997 (filed electronically only).
Exhibit 27(b)- 27(j): Restated Financial Data Schedule for the
years and quarters ended December 31, 1996-December 31, 1994
(filed electronically only).
(b) Reports on Form 8-K.
On Form 8-K dated March 12, 1997, under Item 5. "Other Events," the
Company filed its news release relating to a proposed acquisition of
TPC Corporation, a natural gas gathering, processing, storage and
marketing company based in Houston, Texas.
<PAGE>20
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 14, 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 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, 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>
Three Months
______________________________________________ Ended
1992 1993 1994 1995 1996 March 31, 1997
____ ____ ____ ____ ____ ______________
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges, as defined:*
Interest expense..................... $ 409.7 $ 377.8 $ 336.8 $ 378.7 $ 455.8 $117.0
Estimated interest portion of
rentals charged to expense......... 17.1 20.1 19.5 16.7 9.8 2.2
Preferred stock dividends of
wholly owned subsidiary............ 9.9 4.5
_______ _______ _______ _______ _______ _____
Total fixed charges.......... $ 426.8 $ 397.9 $ 356.3 $ 395.4 $ 475.5 $123.7
======= ======= ======= ======= ======= =====
Earnings, as defined:*
Income from continuing
operations......................... $ 150.2 $ 422.7 $ 468.0 $ 505.0 $ 504.9 $121.0
Add (deduct):
Provision for income taxes......... 90.8 187.4 249.8 238.8 283.9 69.0
Minority interest.................. 8.4 11.3 13.3 18.9 4.2 1.2
Undistributed income of less
than 50% owned affiliates........ (5.7) (16.2) (14.7) (15.0) (18.1) (0.8)
Fixed charges as above............. 426.8 397.9 356.3 395.4 475.5 123.7
_______ _______ _______ _______ _______ _____
Total earnings............... $ 670.5 $1,003.1 $1,072.7 $1,143.1 $1,250.4 $314.1
======= ======= ======= ======= ======= =====
Ratio of Earnings to Fixed Charges..... 1.6x 2.5x 3.0x 2.9x 2.6x 2.5x
==== ==== ==== ==== ==== ====
<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 COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(IN MILLIONS OF DOLLARS)
<CAPTION>
Three Months
______________________________________________ Ended
1992 1993 1994 1995 1996 March 31, 1997
____ ____ ____ ____ ____ ______________
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges, as defined:*
Interest expense..................... $ 409.7 $ 377.8 $ 336.8 $ 378.7 $ 455.8 $117.0
Estimated interest portion of
rentals charged to expense...... 17.1 20.1 19.5 16.7 9.8 2.2
Preferred stock dividends of
wholly owned subsidiary............ 9.9 4.5
_______ _______ _______ _______ _______ _____
Total fixed charges.......... 426.8 397.9 356.3 395.4 475.5 123.7
Preferred Stock Dividends,
as defined:*....................... 59.9 56.8 60.8 57.0 46.6 9.6
_______ _______ _______ _______ _______ _____
Total fixed charges and
preferred dividends........ $ 486.7 $ 454.7 $ 417.1 $ 452.4 $ 522.1 $133.3
======= ======= ======= ======= ======= =====
Earnings, as defined:*
Income from continuing operations.... $ 150.2 $ 422.7 $ 468.0 $ 505.0 $ 504.9 $121.0
Add (deduct):
Provision for income taxes......... 90.8 187.4 249.8 238.8 283.9 69.0
Minority interest.................. 8.4 11.3 13.3 18.9 4.2 1.2
Undistributed income of less than
50% owned affiliates............. (5.7) (16.2) (14.7) (15.0) (18.1) (0.8)
Fixed charges as above............. 426.8 397.9 356.3 395.4 475.5 123.7
_______ _______ _______ _______ _______ _____
Total earnings............... $ 670.5 $1,003.1 $1,072.7 $1,143.1 $1,250.4 $314.1
======= ======= ======= ======= ======= =====
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends.. 1.4x 2.2x 2.6x 2.5x 2.4x 2.4x
==== ==== ==== ==== ==== ====
<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
May 12, 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
March 31, 1997 and 1996, as indicated in our report dated April 21, 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 March 31, 1997, is
incorporated by reference in Registration Statement Nos. 33-62095, 333-03357,
333-09115, and 333-23027, 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 MARCH 31, 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> 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> 8760200
<OTHER-PROPERTY-AND-INVEST> 2660300
<TOTAL-CURRENT-ASSETS> 954700
<TOTAL-DEFERRED-CHARGES> 257200
<OTHER-ASSETS> 1872300
<TOTAL-ASSETS> 14504700
<COMMON> 3257000
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 818400
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4075400
175000
135500
<LONG-TERM-DEBT-NET> 5181500
<SHORT-TERM-NOTES> 32800
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 675500
<LONG-TERM-DEBT-CURRENT-PORT> 262700
0
<CAPITAL-LEASE-OBLIGATIONS> 24300
<LEASES-CURRENT> 900
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3941100
<TOT-CAPITALIZATION-AND-LIAB> 14504700
<GROSS-OPERATING-REVENUE> 1169800
<INCOME-TAX-EXPENSE> 69000
<OTHER-OPERATING-EXPENSES> 868200
<TOTAL-OPERATING-EXPENSES> 937200
<OPERATING-INCOME-LOSS> 232600
<OTHER-INCOME-NET> 5400
<INCOME-BEFORE-INTEREST-EXPEN> 238000
<TOTAL-INTEREST-EXPENSE> 117000
<NET-INCOME> 121000
6100
<EARNINGS-AVAILABLE-FOR-COMM> 114900
<COMMON-STOCK-DIVIDENDS> 79600
<TOTAL-INTEREST-ON-BONDS> 215700
<CASH-FLOW-OPERATIONS> 309900
<EPS-PRIMARY> .39
<EPS-DILUTED> .39
</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> 8756500
<OTHER-PROPERTY-AND-INVEST> 2688500
<TOTAL-CURRENT-ASSETS> 1058500
<TOTAL-DEFERRED-CHARGES> 256300
<OTHER-ASSETS> 1874700
<TOTAL-ASSETS> 14634500
<COMMON> 3249500
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 782800
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4032300
178000
135500
<LONG-TERM-DEBT-NET> 5299100
<SHORT-TERM-NOTES> 107200
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 594300
<LONG-TERM-DEBT-CURRENT-PORT> 234700
0
<CAPITAL-LEASE-OBLIGATIONS> 24700
<LEASES-CURRENT> 900
<OTHER-ITEMS-CAPITAL-AND-LIAB> 4027800
<TOT-CAPITALIZATION-AND-LIAB> 14634500
<GROSS-OPERATING-REVENUE> 4324800
<INCOME-TAX-EXPENSE> 283900
<OTHER-OPERATING-EXPENSES> 3079700
<TOTAL-OPERATING-EXPENSES> 3363600
<OPERATING-INCOME-LOSS> 961200
<OTHER-INCOME-NET> 9400
<INCOME-BEFORE-INTEREST-EXPEN> 970600
<TOTAL-INTEREST-EXPENSE> 465700
<NET-INCOME> 504900
29800
<EARNINGS-AVAILABLE-FOR-COMM> 475100
<COMMON-STOCK-DIVIDENDS> 315000
<TOTAL-INTEREST-ON-BONDS> 218000
<CASH-FLOW-OPERATIONS> 1077300
<EPS-PRIMARY> 1.62
<EPS-DILUTED> 1.62
</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> 8704200
<OTHER-PROPERTY-AND-INVEST> 2674500
<TOTAL-CURRENT-ASSETS> 1007400
<TOTAL-DEFERRED-CHARGES> 340900
<OTHER-ASSETS> 1920500
<TOTAL-ASSETS> 14647500
<COMMON> 3223400
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 735200
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3958600
178000
135500
<LONG-TERM-DEBT-NET> 5171500
<SHORT-TERM-NOTES> 176900
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 637600
<LONG-TERM-DEBT-CURRENT-PORT> 212100
0
<CAPITAL-LEASE-OBLIGATIONS> 24900
<LEASES-CURRENT> 1300
<OTHER-ITEMS-CAPITAL-AND-LIAB> 4151100
<TOT-CAPITALIZATION-AND-LIAB> 14647500
<GROSS-OPERATING-REVENUE> 3137000
<INCOME-TAX-EXPENSE> 208800
<OTHER-OPERATING-EXPENSES> 2229500
<TOTAL-OPERATING-EXPENSES> 2438300
<OPERATING-INCOME-LOSS> 698700
<OTHER-INCOME-NET> 18300
<INCOME-BEFORE-INTEREST-EXPEN> 717000
<TOTAL-INTEREST-EXPENSE> 345000
<NET-INCOME> 372000
24300
<EARNINGS-AVAILABLE-FOR-COMM> 347700
<COMMON-STOCK-DIVIDENDS> 235500
<TOTAL-INTEREST-ON-BONDS> 218100
<CASH-FLOW-OPERATIONS> 848800
<EPS-PRIMARY> 1.19
<EPS-DILUTED> 1.19
</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> 8513800
<OTHER-PROPERTY-AND-INVEST> 2479800
<TOTAL-CURRENT-ASSETS> 1006800
<TOTAL-DEFERRED-CHARGES> 298900
<OTHER-ASSETS> 1921500
<TOTAL-ASSETS> 14220800
<COMMON> 3207000
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 685000
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3892000
311500
219000
<LONG-TERM-DEBT-NET> 5052000
<SHORT-TERM-NOTES> 103900
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 375800
<LONG-TERM-DEBT-CURRENT-PORT> 272400
0
<CAPITAL-LEASE-OBLIGATIONS> 25300
<LEASES-CURRENT> 700
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3968200
<TOT-CAPITALIZATION-AND-LIAB> 14220800
<GROSS-OPERATING-REVENUE> 1989700
<INCOME-TAX-EXPENSE> 125400
<OTHER-OPERATING-EXPENSES> 1421100
<TOTAL-OPERATING-EXPENSES> 1546500
<OPERATING-INCOME-LOSS> 443200
<OTHER-INCOME-NET> 13400
<INCOME-BEFORE-INTEREST-EXPEN> 456600
<TOTAL-INTEREST-EXPENSE> 227500
<NET-INCOME> 229100
18000
<EARNINGS-AVAILABLE-FOR-COMM> 211100
<COMMON-STOCK-DIVIDENDS> 156000
<TOTAL-INTEREST-ON-BONDS> 216700
<CASH-FLOW-OPERATIONS> 564300
<EPS-PRIMARY> .73
<EPS-DILUTED> .73
</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> 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> 1005800
<INCOME-TAX-EXPENSE> 74900
<OTHER-OPERATING-EXPENSES> 693500
<TOTAL-OPERATING-EXPENSES> 768400
<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>
<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> 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> 3455000
<INCOME-TAX-EXPENSE> 238800
<OTHER-OPERATING-EXPENSES> 2399200
<TOTAL-OPERATING-EXPENSES> 2638000
<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>
<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> 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> 2559700
<INCOME-TAX-EXPENSE> 175100
<OTHER-OPERATING-EXPENSES> 1786400
<TOTAL-OPERATING-EXPENSES> 1961500
<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>
<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> 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> 1690300
<INCOME-TAX-EXPENSE> 93000
<OTHER-OPERATING-EXPENSES> 1204200
<TOTAL-OPERATING-EXPENSES> 1297200
<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>
<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> 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> 857800
<INCOME-TAX-EXPENSE> 67400
<OTHER-OPERATING-EXPENSES> 591700
<TOTAL-OPERATING-EXPENSES> 659100
<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>
<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> 8282300
<OTHER-PROPERTY-AND-INVEST> 591000
<TOTAL-CURRENT-ASSETS> 815400
<TOTAL-DEFERRED-CHARGES> 206600
<OTHER-ASSETS> 1950300
<TOTAL-ASSETS> 11845600
<COMMON> 2985500
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 474300
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3459800
367400
219000
<LONG-TERM-DEBT-NET> 3742700
<SHORT-TERM-NOTES> 21700
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 433000
<LONG-TERM-DEBT-CURRENT-PORT> 93900
0
<CAPITAL-LEASE-OBLIGATIONS> 25500
<LEASES-CURRENT> 1900
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3480700
<TOT-CAPITALIZATION-AND-LIAB> 11845600
<GROSS-OPERATING-REVENUE> 3536400
<INCOME-TAX-EXPENSE> 249800
<OTHER-OPERATING-EXPENSES> 2514100
<TOTAL-OPERATING-EXPENSES> 2763900
<OPERATING-INCOME-LOSS> 772500
<OTHER-INCOME-NET> 30000
<INCOME-BEFORE-INTEREST-EXPEN> 802500
<TOTAL-INTEREST-EXPENSE> 334500
<NET-INCOME> 468000
39700
<EARNINGS-AVAILABLE-FOR-COMM> 428300
<COMMON-STOCK-DIVIDENDS> 305200
<TOTAL-INTEREST-ON-BONDS> 214000
<CASH-FLOW-OPERATIONS> 962100
<EPS-PRIMARY> 1.51
<EPS-DILUTED> 1.51
</TABLE>
