<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 September 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 October 31, 1997, there were 296,551,651 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 11
PART II. OTHER INFORMATION 32
Item 1. Legal Proceedings 32
Item 6. Exhibits and Reports on Form 8-K 32
Signature 33
</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 Nine Months Ended
September 30, September 30,
___________________ _________________
1997 1996 1997 1996
______ ______ ______ ______
<S> <C> <C> <C> <C>
REVENUES $2,010.6 $1,011.9 $4,272.5 $2,751.9
_______ _______ _______ _______
EXPENSES
Operations 1,464.0 464.2 2,700.0 1,211.9
Maintenance 49.9 49.2 164.6 158.9
Administrative and general 74.9 69.3 225.0 194.4
Depreciation and amortization 114.9 106.1 338.9 313.4
Taxes, other than income taxes 25.8 25.8 79.6 80.6
_______ _______ _______ _______
TOTAL 1,729.5 714.6 3,508.1 1,959.2
_______ _______ _______ _______
INCOME FROM OPERATIONS 281.1 297.3 764.4 792.7
_______ _______ _______ _______
INTEREST EXPENSE AND OTHER
Interest expense 112.8 103.1 331.6 309.0
Interest capitalized (3.5) (2.4) (9.7) (8.9)
Other expense - net 109.2 3.6 104.8 0.6
_______ _______ _______ _______
TOTAL 218.5 104.3 426.7 300.7
_______ _______ _______ _______
Income from continuing operations
before income taxes 62.6 193.0 337.7 492.0
Income tax expense 15.7 70.4 112.4 174.1
_______ _______ _______ _______
Income from continuing operations 46.9 122.6 225.3 317.9
Discontinued Operations (less applicable
income tax expense: 1997/$16.6 and
$41.8, 1996/$13.0 and $34.7 27.1 20.3 64.5 54.1
_______ _______ _______ _______
NET INCOME 74.0 142.9 289.8 372.0
RETAINED EARNINGS BEGINNING OF PERIOD 827.7 685.0 782.8 632.4
Cash dividends declared
Preferred stock (5.5) (5.7) (16.6) (23.5)
Common stock per share: 1997 and
1996/$.27 and $.81 (80.1) (79.5) (239.9) (238.2)
Preferred stock retired - (7.5) - (7.5)
_______ _______ _______ _______
RETAINED EARNINGS END OF PERIOD $ 816.1 $ 735.2 $ 816.1 $ 735.2
======= ======= ======= =======
EARNINGS ON COMMON STOCK (Net income
less preferred dividend requirement) $ 68.2 $ 136.6 $ 271.8 $ 347.7
Average number of common shares
outstanding (Thousands) 296,347 294,396 295,884 291,594
EARNINGS PER COMMON SHARE
Continuing operations $ .14 $ .39 $ .70 $ 1.00
Discontinued operations .09 .07 .22 .19
_______ _______ _______ _______
TOTAL $ .23 $ .46 $ .92 $ 1.19
======= ======= ======= =======
<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>
Nine Months Ended
September 30,
______________________
1997 1996
______ ______
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income from continuing operations $ 225.3 $ 317.9
Adjustments to reconcile net income
to net cash provided by operating
activities
Depreciation and amortization 351.5 326.0
Deferred income taxes and investment tax
credits - net 20.7 18.1
Other 82.8 (.7)
Accounts receivable and prepayments (225.6) (67.9)
Materials, supplies, fuel stock and
inventory (10.1) 9.3
Accounts payable and accrued liabilities 168.8 106.4
______ ______
Net cash provided by continuing operations 613.4 709.1
Net cash provided by (used in) discontinued
operations (3.7) 36.8
______ ______
NET CASH PROVIDED BY OPERATING ACTIVITIES 609.7 745.9
______ ______
CASH FLOWS FROM INVESTING ACTIVITIES
Construction (440.2) (377.2)
Investments in and advances to
affiliated companies - net (43.5) (145.9)
Operating companies and assets acquired (293.7) (176.8)
Proceeds from sales of assets 2.5 28.8
Proceeds from sales of finance assets
and principal payments 52.6 61.8
Other (37.2) (14.6)
______ ______
NET CASH USED IN INVESTING ACTIVITIES (759.5) (623.9)
______ ______
CASH FLOWS FROM FINANCING ACTIVITIES
Changes in short-term debt 23.8 (200.6)
Proceeds from long-term debt 742.4 429.1
Proceeds from issuance of common stock 29.1 210.7
Proceeds from issuance of Trusts holding solely
PacifiCorp debentures preferred securities 130.7 210.1
Dividends paid (256.0) (261.5)
Repayments of long-term debt (373.3) (246.6)
Redemptions of preferred stock (72.2) (223.8)
Other (65.0) (43.4)
______ ______
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 159.5 (126.0)
______ ______
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 9.7 (4.0)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8.4 15.8
______ ______
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 18.1 $ 11.8
====== ======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for
Interest (net of amount capitalized) $ 382.9 $ 350.1
Income taxes 115.2 150.6
<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>
September 30, December 31,
1997 1996
____________ ____________
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 18.1 $ 8.4
Accounts receivable less allowance
for doubtful accounts: 1997/$10.0
and 1996/$8.5 915.1 620.9
Materials, supplies and fuel stock at
average cost 190.8 181.3
Net assets of discontinued operations 803.5 779.5
Other 46.9 71.8
________ ________
TOTAL CURRENT ASSETS 1,974.4 1,661.9
PROPERTY, PLANT AND EQUIPMENT
Domestic Electric Operations 11,997.8 11,698.8
Australian Electric Operations 1,292.4 1,361.9
Other Operations 262.1 68.8
Accumulated depreciation and amortization (4,125.9) (3,862.4)
________ ________
TOTAL PROPERTY, PLANT AND EQUIPMENT - NET 9,426.4 9,267.1
OTHER ASSETS
Investments in and advances to affiliated
companies 388.1 253.9
Intangible assets - net 567.3 480.7
Regulatory assets - net 1,008.4 1,022.8
Finance note receivable 212.1 214.6
Finance assets - net 420.9 425.6
Real estate investments 239.9 217.0
Deferred charges and other 358.5 268.7
________ ________
TOTAL OTHER ASSETS 3,195.2 2,883.3
________ ________
TOTAL ASSETS $14,596.0 $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>
September 30, December 31,
1997 1996
____________ ____________
<S> <C> <C>
CURRENT LIABILITIES
Long-term debt currently maturing $ 627.8 $ 219.8
Notes payable and commercial paper 707.4 683.5
Accounts payable 602.7 477.5
Taxes, interest and dividends payable 344.7 290.8
Customer deposits and other 182.3 83.7
________ ________
TOTAL CURRENT LIABILITIES 2,464.9 1,755.3
DEFERRED CREDITS
Income taxes 1,816.7 1,801.0
Investment tax credits 137.2 143.2
Other 660.4 713.2
________ ________
TOTAL DEFERRED CREDITS 2,614.3 2,657.4
MINORITY INTEREST 15.1 14.7
LONG-TERM DEBT 4,859.6 4,829.4
GUARANTEED PREFERRED BENEFICIAL INTERESTS
IN COMPANY'S JUNIOR SUBORDINATED DEBENTURES 340.4 209.7
PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION 175.0 178.0
PREFERRED STOCK 66.4 135.5
COMMON EQUITY
Common shareholders' capital
shares authorized 750,000,000;
shares outstanding: 1997/296,537,648
and 1996/295,139,753 3,266.1 3,236.8
Retained earnings 816.1 782.8
Cumulative currency translation adjustment (21.9) 12.7
________ ________
TOTAL COMMON EQUITY 4,060.3 4,032.3
________ ________
COMMITMENTS AND CONTINGENCIES (See Note 5)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $14,596.0 $13,812.3
======== ========
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>
<PAGE>6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 1997
1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements as
of September 30, 1997 and December 31, 1996 and for the periods ended
September 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 September 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. ("PFS"), 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. The Company disposed of Pacific Generation Company ("PGC") on
November 1, 1997, and has agreed to the disposal of the natural gas gathering
and processing assets of TPC. See Note 4. In addition, the Company has
announced its intention to sell certain other assets held by its financial
services business.
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 by PacifiCorp
Acquisitions, a wholly owned subsidiary of Holdings, for The Energy Group PLC
("TEG") in a transaction valued at approximately $9.6 billion in debt and
equity. TEG is a diversified international energy group with operations in
the United
<PAGE>7
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 referred 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 has stated its intent to deliver its report to the Secretary of
State by November 21, 1997. The Company is cooperating fully with the MMC's
investigation. The TEG acquisition also remains subject to antitrust review
in the United States. The Company is in the process of responding to a second
request for information from the Federal Trade Commission. Any recommend
offer by the Company to acquire TEG will also require approval of TEG's Board
of Directors.
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 policies on derivatives. As a result of the termination of these
foreign exchange positions and initial option costs, the Company realized an
after-tax loss of approximately $65 million, or $0.22 per share, in the third
quarter of 1997. 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 because the Company expects to make a new bid for TEG, if
allowed. As mentioned above, there is risk that a transaction with TEG will
not occur. If it becomes likely that the transaction will not occur or
significant uncertainty arises, the Company will write off these transaction
costs as a charge to income.
3. DISCONTINUED OPERATIONS
On June 13, 1997, the Company announced the planned sale of its wholly
owned telecommunications subsidiary, PTI, to Century Telephone Enterprises,
Inc. ("Century") for $1.5 billion in cash plus the assumption of PTI's debt.
The sale of PTI is subject to regulatory approvals in certain of the states in
which it does business. Approval from the Federal Communications Commission
was received on October 10, 1997. The sale of PTI is expected to close in the
fourth quarter of 1997 at which time the Company expects to recognize an
after-tax gain of approximately $370 million, or $1.25 per share.
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-Month Nine-Month
Periods Ended Periods Ended
September 30, September 30,
__________________ _________________
1997 1996 1997 1996
______ ______ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Revenues $154.0 $136.6 $416.2 $386.2
_____ _____ _____ _____
Income from discontinued
operations before income
taxes $ 43.7 $ 33.3 $106.3 $ 88.8
Income taxes 16.6 13.0 41.8 34.7
_____ _____ _____ _____
Income from discontinued
operations $ 27.1 $ 20.3 $ 64.5 $ 54.1
===== ===== ===== =====
</TABLE>
4. SALES OF SUBSIDIARIES
On November 1, 1997, the Company completed the sale of PGC to NRG Energy,
Inc. for $151 million in cash. An after-tax gain on the sale of approximately
$30 million, or $0.10 per share, will be recognized in the fourth quarter of
1997. On October 28, 1997, TPC reached an agreement to sell all of the
capital stock of three subsidiaries that hold its natural gas gathering and
processing assets to El Paso Field Services Company for $195 million in cash.
The sale of the natural gas gathering and processing assets of TPC is subject
to certain conditions, including the expiration or termination of all
applicable waiting periods under the Hart-Scott-Rodino Act, and is expected to
close in the fourth quarter of 1997. Holdings acquired the outstanding common
stock of TPC in a cash tender offer in April this year and, under purchase
accounting rules, no gain or loss will be recognized on the sale.
5. 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
<PAGE>9
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.
6. 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.
7. STOCK INCENTIVE PLAN
During 1997, the Company formalized a plan under which selected
employees, officers and directors and selected nonemployee agents,
consultants, advisors and independent contractors may be granted options to
purchase the Company's common stock. Options generally become exercisable in
three equal installments on each of the first through third anniversaries of
the grant date and have a maximum term of ten years. As of September 30,
1997, options have been granted to 193 officers and employees. Under the
plan, 1,322,500 options were granted on June 3, 1997 and 193,500 options were
granted on August 12, 1997 at prices of $19.75 and $21.25, respectively.
These options to purchase the Company's common stock were issued at 100% of
market price on the dates the options were granted. None of the options were
exercisable as of September 30, 1997. The Company applies Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees,"
and related interpretations in accounting for its plan. Accordingly, no
compensation expense has been recognized for its stock-based compensation
plan.
<PAGE>10
8. NEW ACCOUNTING PRONOUNCEMENT ISSUED BUT NOT ADOPTED
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("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 is assessing the disclosure implications of this Statement.
<PAGE>11
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 three-month periods ended September 30, 1997 and 1996
_______________________________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Earnings contribution on
common stock (1)
Domestic Electric Operations $ 87.5 $100.1 $(12.6) (13)
Australian Electric Operations 15.8 6.6 9.2 139
Other Operations (62.2) 9.6 (71.8) *
_____ _____ _____
Continuing Operations 41.1 116.3 (75.2) (65)
Discontinued Operations (2) 27.1 20.3 6.8 33
_____ _____ _____
Total $ 68.2 $136.6 $(68.4) (50)
===== ===== =====
Earnings per common share
Continuing Operations $ .14 $ .39 $ (.25) (64)
Discontinued Operations (2) .09 .07 .02 29
_____ _____ _____
Total $ .23 $ .46 $ (.23) (50)
===== ===== =====
<FN>
*Not a meaningful number.
(1) Earnings contribution on common stock by segment: (a) does not reflect
elimination for interest on intercompany borrowing arrangements; (b)
includes income taxes on a separate company basis, with any benefit or
detriment of consolidation reflected in Other 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 $68 million, or $0.23 per
share. Third quarter 1997 results included a loss of $0.22 per share
associated with closing foreign exchange positions.
Domestic Electric Operations earnings contribution decreased $13 million, or
13%. Income from operations declined $11 million, or 4%. Increased
depreciation expense and higher outside service costs contributed to the
decrease in operating income. Increased interest costs were offset in part by
reduced income taxes.
The earnings contribution from Australian Electric Operations increased
$9 million due to 34% load growth at Powercor, mainly from the contestable
<PAGE>12
customer market, and by reductions in generator energy prices. Contestable
customers are those customers that are able to choose their electricity
supplier.
The earnings contribution from Other Operations declined $72 million. Third
quarter 1997 results included an after-tax loss of $65 million associated with
closing foreign exchange positions relating to the Company's tender offer for
TEG. After-tax interest expense for Other Operations increased $3 million due
to higher debt balances as a result of the acquisition of Hazelwood power
station ("Hazelwood").
The earnings contribution from the discontinued operations of PTI totaled
$27 million in 1997 compared to $20 million in 1996. Growth of 6% in customer
access lines and increased cable capacity sales accounted for the increase.
Comparison of the nine-month periods ended September 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 $224.3 $248.5 $(24.2) (10)
Australian Electric Operations 44.9 22.5 22.4 100
Other Operations (61.9) 22.6 (84.5) *
_____ _____ _____
Continuing Operations 207.3 293.6 (86.3) (29)
Discontinued Operations 64.5 54.1 10.4 19
_____ _____ _____
Total $271.8 $347.7 $(75.9) (22)
===== ===== =====
Earnings per common share
Continuing Operations $ .70 $ 1.00 $ (.30) (30)
Discontinued Operations .22 .19 .03 16
_____ _____ _____
Total $ .92 $ 1.19 $ (.27) (23)
===== ===== =====
<FN>
*Not a meaningful number.
</FN>
</TABLE>
Earnings on common stock of PacifiCorp declined $76 million, or $0.27 per
share. Results for 1997 included declines of $0.22 per share associated with
closing foreign exchange positions, and $0.01 per share relating to billing
adjustments for certain Domestic Electric industrial customers, offset in part
by a $0.02 per share increase relating to acceleration of deferred credits
associated with Tariff H customers in Australia. Results for 1996 included a
$0.04 per share gain associated with asset sales at the Company's financial
services and telecommunications subsidiaries.
Domestic Electric Operations earnings contribution declined $24 million, or
10%. Increases in retail and wholesale revenues were offset by higher
operating, overhead and interest costs. Despite the earnings decline,
Domestic Electric Operations experienced 3% growth in the average number of
retail customers. Additionally, sales volumes for the wholesale electric
business rose 86%. These revenue improvements were partially offset by higher
purchased power and fuel expenses.
<PAGE>13
The earnings contribution from Australian Electric Operations increased
$22 million due to load growth of 33% at Powercor, mainly from the contestable
customer market.
Earnings contributions from Other Operations declined $85 million. The 1997
results included an after-tax loss of $65 million associated with closing
foreign exchange positions relating to the Company's tender offer for TEG, and
after-tax interest expense of $5 million relating to Holdings' investment in
Hazelwood. The 1996 results included gains associated with sales of financial
assets totaling $10 million.
The earnings contribution from the discontinued operations of PTI increased
$10 million. Increased customer access line growth of 6%, increased sales of
enhanced services, growth in cellular operations and increased cable capacity
sales primarily accounted for the change.
<PAGE>14
RESULTS OF OPERATIONS
Domestic Electric Operations
____________________________
Comparison of the three-month periods ended September 30, 1997 and 1996
_______________________________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Revenues
Residential $ 184.1 $ 182.0 $ 2.1 1
Commercial 168.7 160.1 8.6 5
Industrial 201.6 207.7 (6.1) (3)
Other 8.1 8.6 (.5) (6)
_______ _______ _______
Retail sales 562.5 558.4 4.1 1
Wholesale sales 409.7 210.5 199.2 95
Other 20.7 20.1 .6 3
_______ _______ _______
Total 992.9 789.0 203.9 26
Operating expenses 764.9 550.4 214.5 39
_______ _______ _______
Income from operations 228.0 238.6 (10.6) (4)
Interest expense 81.5 72.6 8.9 12
Minority interest and other (.3) (1.1) .8 73
Income taxes 53.5 60.7 (7.2) (12)
_______ _______ _______
Net income 93.3 106.4 (13.1) (12)
Preferred dividend requirement 5.8 6.3 (.5) (8)
_______ _______ _______
Earnings contribution $ 87.5 $ 100.1 $ (12.6) (13)
======= ======= =======
Energy sales (millions of kWh)
Residential 2,832 2,806 26 1
Commercial 3,189 2,980 209 7
Industrial 5,572 5,627 (55) (1)
Other 184 165 19 12
______ ______ _____
Retail sales 11,777 11,578 199 2
Wholesale sales 15,354 8,094 7,260 90
______ ______ _____
Total 27,131 19,672 7,459 38
====== ====== =====
Residential average usage (kWh) 2,331 2,375 (44) (2)
Total customers (end of period) 1,427,478 1,398,166 29,312 2
</TABLE>
Revenues
Domestic Electric revenues increased $204 million, or 26%, as a result of a
$199 million, or 95%, increase in wholesale revenues and a $4 million, or 1%,
increase in retail revenues. Retail revenues improved to $563 million mainly
on the strength of increased energy sales volumes of 2%.
Wholesale revenues increased $199 million, or 95%, and associated energy
sales volumes increased 90%. Increased short-term firm and spot market energy
volumes added $169 million. Short-term firm and spot market sales prices
averaged $23 per mWh compared to $16 per mWh for the same period in 1996. The
increased prices added $30 million in revenues.
<PAGE>15
Residential revenues were up $2 million, or 1%. Growth in the average number
of residential customers of 3% added $5 million to revenue. This increase was
offset in part by price decreases of $1 million in the Company's Utah
jurisdiction and by a decline in customer usage of $2 million, which was
largely attributable to weather.
Commercial revenues grew by $9 million, or 5%, on a 7% increase in energy
sales. Growth in the average number of customers of 2% added $4 million to
revenues, while increased usage per customer added $6 million.
Industrial revenues decreased $6 million, or 3%. Mild weather and planting
conditions reduced irrigation revenues by $9 million. Increased usage,
primarily by industrial customers in Eastern Wyoming, added $3 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 from April 15, 1997 through September 30, 1997 was a decrease of $6
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 and wheeling expense increased $199 million, or 119%, to
$366 million. Short-term firm and spot market energy purchases were up $166
million, or 7.4 million mWh, more than doubling the amount of purchases in the
same period of 1996. Short-term firm and spot market purchase prices averaged
$22 per mWh in the quarter versus $15 per mWh in the third quarter of 1996.
The increase in purchased power costs included $26 million relating to price
increases.
Net power costs in the quarter were $6.81 per mWh, compared to $6.75 per mWh,
a 1% increase. Net power cost represents the net cost to serve the Company's
<PAGE>16
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 is attributable to higher average
fuel costs offset in part by increased hydro generation and increased
wholesale revenue contribution, primarily from higher short-term firm and spot
market sales.
Administrative and general expenses increased $5 million, or 7%, to $77
million. The increase resulted from higher outside service costs.
Depreciation and amortization expense increased $6 million, or 7%, to
$92 million. The increase is attributed to increased plant in service.
Other Income and Expense
Interest expense increased $9 million, or 12%. The increase was attributable
to higher debt balances as the result of increased capital contributions to
Holdings relating to the acquisition of TPC in the second quarter of 1997.
Income tax expense declined $7 million, or 12%, as a result of a decrease in
taxable income.
<PAGE>17
Comparison of the nine-month periods ended September 30, 1997 and 1996
______________________________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Revenues
Residential $ 588.6 $ 576.5 $ 12.1 2
Commercial 474.9 459.3 15.6 3
Industrial 537.5 545.3 (7.8) (1)
Other 24.1 24.2 (.1) -
_______ _______ _______
Retail sales 1,625.1 1,605.3 19.8 1
Wholesale sales 893.8 507.5 386.3 76
Other 58.6 46.2 12.4 27
_______ _______ _______
Total 2,577.5 2,159.0 418.5 19
Operating expenses 1,968.9 1,523.8 445.1 29
_______ _______ _______
Income from operations 608.6 635.2 (26.6) (4)
Interest expense 235.7 217.8 17.9 8
Minority interest and other (13.4) (14.6) 1.2 8
Income taxes 144.0 159.2 (15.2) (10)
_______ _______ _______
Net income 242.3 272.8 (30.5) (11)
Preferred dividend requirement 18.0 24.3 (6.3) (26)
_______ _______ _______
Earnings contribution $ 224.3 $ 248.5 $ (24.2) (10)
======= ======= =======
Energy sales (millions of kWh)
Residential 9,294 9,260 34 -
Commercial 8,811 8,500 311 4
Industrial 15,472 15,382 90 1
Other 546 480 66 14
______ ______ ______
Retail sales 34,123 33,622 501 1
Wholesale sales 37,456 20,166 17,290 86
______ ______ ______
Total 71,579 53,788 17,791 33
====== ====== ======
Residential average usage (kWh) 7,694 7,878 (184) (2)
Total customers (end of period) 1,427,478 1,398,166 29,312 2
</TABLE>
Revenues
Domestic Electric revenues increased $419 million, or 19%, as a result of a
$386 million, or 76%, increase in wholesale revenues and a $20 million, or 1%,
increase in retail revenues. Retail revenues were 1% higher due to increased
energy volumes associated with customer growth. This increase was partially
offset by decreased usage largely attributable to the effects of weather.
Increased power marketing activity led to an 86% increase in wholesale energy
sales and a $386 million, or 76%, increase in revenues. Increased short-term
firm and spot market energy volumes added $318 million. Short-term firm and
spot market sales prices averaged $19 per mWh compared to $13 per mWh for the
same period in 1996. The increased prices added $55 million to revenues.
Increased long-term firm sales volumes added $9 million.
Residential revenues were up $12 million, or 2%. Growth in the average number
of customers of 3% added $14 million to revenue. Higher average prices
increased revenues $8 million primarily due to increased rates in Oregon and
Wyoming,
<PAGE>18
partially offset by the $6 million decrease in Utah described above. These
increases were offset in part by declining customer usage of $11 million,
which is largely attributable to weather.
Commercial revenues grew by $16 million, or 3%, on a 4% increase in energy
sales. Growth in the average number of customers of 3% added $15 million to
revenues, while increased usage per customer added $2 million.
Industrial revenues decreased $8 million, or 1%, despite a 1% increase in
energy sales. Billing adjustments for certain customers reduced revenues by
$6 million. Rate decreases in Utah, partially offset by increases in Wyoming,
reduced revenues by $4 million. Increased usage, primarily for small to
medium-sized industrial customers in Oregon and large industrial customers in
Eastern Wyoming, added $10 million to revenue. Mild weather and planting
conditions reduced irrigation revenues by $8 million.
Operating Expenses
Purchased power and wheeling expense increased $370 million, or 89%, to
$787 million. Short-term firm and spot market energy purchases were up
$283 million, or 16.4 million mWh, more than doubling the amount of purchases
in the same period of 1996. Short-term firm and spot market purchase prices
averaged $17 per mWh versus $11 per mWh in 1996. The increase in energy
prices added $63 million to costs and increased long-term firm purchased power
contracts added $12 million.
Fuel expense increased $23 million, or 7%, to $339 million. Thermal
generation was up 3% to 35.8 million mWh, adding $16 million to fuel costs.
Net power costs were $6.80 per mWh, compared to $6.84 per mWh in 1996, a 1%
decrease. The lower net power cost is attributable to an 11% increase in
hydro generation and a larger wholesale revenue contribution, offset in part
by higher average fuel costs.
Other operations and maintenance expense increased $18 million, or 6%, to
$345 million. The higher expense was caused by increases of $5 million in
generation plant operating costs and $6 million of demand side revenue
amortization, which is recovered through other revenue. Additionally,
customer service expenses increased $5 million, tree trimming expense
increased $2 million and costs associated with storm damage in late 1996 of $3
million were recorded.
Administrative and general expenses increased $17 million, or 8%, to
$226 million. The increase resulted from higher employee-related expenses and
outside service costs totaling $7 million and $9 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 $18 million, or 7%, to
$272 million. The increase was attributable to increased plant in service,
including the addition of the Hermiston plant in July 1996 and the Company's
new customer service system.
<PAGE>19
Other Income and Expense
Interest expense increased $18 million, or 8%. The increase was attributable
to higher debt balances as the result of the acquisition of the Hermiston
plant in July 1996, and capital contributions to Holdings relating to the
acquisition of TPC in the second quarter of 1997.
Minority interest expense increased $10 million due to issuances in June 1996
and August 1997 of Company obligated preferred securities of wholly owned
subsidiary trusts. Increased sales of surplus dioxide emission allowances
added $7 million to other income.
Income tax expense declined $15 million, or 10%, as a result of a decrease in
taxable income.
Preferred dividend requirements declined $6 million due to the redemptions of
preferred stock in July 1996 and August 1997.
<PAGE>20
Australian Electric Operations
______________________________
Comparison of the three-month periods ended September 30, 1997 and 1996
_______________________________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Powercor Earnings Contribution
Revenues
Residential $ 66.4 $ 67.7 $(1.3) (2)
Commercial 50.6 47.2 3.4 7
Industrial and other 62.8 57.8 5.0 9
_____ _____ ____
179.8 172.7 7.1 4
Other 5.6 5.4 .2 4
_____ _____ ____
Total 185.4 178.1 7.3 4
Operating expenses 147.3 143.6 3.7 3
_____ _____ ____
Income from operations 38.1 34.5 3.6 10
Interest expense 15.4 18.8 (3.4) (18)
Other income (.4) .5 (.9) *
Income taxes 8.4 8.6 (.2) (2)
_____ _____ ____
Earnings contribution $ 14.7 $ 6.6 $ 8.1 123
===== ===== ====
Hazelwood Earnings Contribution (a) $ 1.1 $ - $ 1.1 *
===== ===== ====
Powercor energy sales (millions of kWh)
Residential 777 747 30 4
Commercial 724 523 201 38
Industrial and other 1,445 932 513 55
_____ _____ ___
Total 2,946 2,202 744 34
===== ===== ===
<FN>
*Not a meaningful number.
(a) Acquired September 13, 1996.
</FN>
</TABLE>
Revenues
Powercor's revenues increased $7 million, or 4%. The increase was
attributable to increased energy sales volumes of 744 million kWh, or 34%.
Energy volumes to contestable customers outside Powercor's franchise area were
up 712 million kWh and added $21 million to revenue due to customer gains in
Victoria and New South Wales. This included increased energy volumes for
customers in Victoria of 263 million kWh that added $7 million to revenue, as
well as 449 million kWh sold in 1997 to customers in the recently deregulated
market in New South Wales that added $14 million to revenue.
Revenue inside Powercor's franchise area from franchise and contestable
customers decreased $14 million, or 9%. Lower average realized prices reduced
revenue by $16 million. This reduction was offset in part by increased energy
volumes of 26 million kWh.
<PAGE>21
Operating Expenses
Purchased power expense decreased $4 million, or 4%, to $81 million. Lower
pool prices reduced power costs by $32 million, offset in part by a 34%
increase in purchased power volumes that added $28 million to costs.
Purchased power prices averaged $28 per mWh, compared to $38 per mWh in 1996.
Other operations expense increased $9 million, or 45%, to $28 million.
Increased sales to contestable customers outside Powercor's franchise area
resulted in higher network and grid fees of $13 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 decreased $3 million, or 18%, primarily due to reduced
interest rates.
Income tax expense was $8 million, which approximated 1996 amounts. The
effective tax rate in 1997 is lower than 1996 due to adjustments made in 1996
for prior period tax accruals.
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.
Hazelwood
The Company recorded earnings in 1997 of $1 million, excluding the effect of
interest charges, on its equity investment in the Hazelwood power station,
which was purchased in September of 1996. Hazelwood sells its generation
output through a state-wide generation pool and under bilateral contracts
directly with Victorian distribution companies. Pool and contract prices vary
depending on the same factors described above with respect to Powercor's
purchases. 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>22
Comparison of the nine-month periods ended September 30, 1997 and 1996
______________________________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Powercor Earnings Contribution
Revenues
Residential $186.3 $180.5 $ 5.8 3
Commercial 149.8 115.1 34.7 30
Industrial and other 181.4 164.0 17.4 11
_____ _____ ____
517.5 459.6 57.9 13
Other 29.4 18.0 11.4 63
_____ _____ ____
Total 546.9 477.6 69.3 15
Operating expenses 426.6 383.8 42.8 11
_____ _____ ____
Income from operations 120.3 93.8 26.5 28
Interest expense 49.9 56.6 (6.7) (12)
Other (income) expense - net (.9) 1.4 (2.3) *
Income taxes 25.7 13.3 12.4 93
_____ _____ ____
Earnings contribution $ 45.6 $ 22.5 $23.1 103
===== ===== ====
Hazelwood Earnings Contribution (a) $ (.7) $ - $ (.7) *
===== ===== ====
Powercor energy sales (millions of kWh)
Residential 2,060 2,004 56 3
Commercial 2,014 1,268 746 59
Industrial and other 3,899 2,718 1,181 43
_____ _____ _____
Total 7,973 5,990 1,983 33
===== ===== =====
<FN>
*Not a meaningful number.
(a) Acquired September 13, 1996.
</FN>
</TABLE>
Revenues
Powercor's revenues increased $69 million, or 15%. The increase was
attributable to increased energy sales volumes of 1,983 million kWh, or 33%.
Energy volumes to contestable customers outside Powercor's franchise area were
up 2,007 million kWh and added $77 million to revenue. This includes
increased energy volumes for customers in Victoria of 1,242 million kWh which
added $53 million to revenue, and energy volumes in 1997 for new customers in
New South Wales of 765 million kWh, which added $24 million to revenue.
Revenue from customers inside Powercor's franchise area decreased $21 million,
or 5%. Lower average realized prices reduced revenue by $19 million.
Decreased energy volumes of 24 million kWh, including the net effect of
customers lost and gained due to contestability in Powercor's franchise area,
reduced revenue by $2 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, and increased cable television income. The deferred
credits were recorded at the time Powercor was acquired.
<PAGE>23
Operating Expenses
Purchased power expense increased $15 million, or 7%, to $236 million. A 33%
increase in purchased power volumes that added $73 million to costs was offset
in part by lower pool prices of $58 million. Purchased power prices averaged
$30 per mWh compared to $37 per mWh in 1996.
Other operations expense increased $27 million, or 65%. Increased sales to
contestable customers outside Powercor's franchise area resulted in higher
network and grid fees of $37 million. This was offset in part by higher
network revenues of $10 million from customers inside Powercor's franchise
area serviced by other electricity companies.
Interest expense decreased $7 million, or 12%, primarily due to reduced
interest rates.
Income tax expense increased $12 million. The increase is primarily due to
higher taxable income in 1997.
Hazelwood
The Company recorded a $1 million loss, before the effect of interest charges,
in 1997 on its equity investment in Hazelwood.
<PAGE>24
Discontinued Telecommunications Operations
__________________________________________
Comparison of the three-month periods ended September 30, 1997 and 1996
_______________________________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Revenues
Local network service $ 39.5 $ 35.5 $ 4.0 11
Network access service 69.2 64.3 4.9 8
Cellular and other 45.3 36.8 8.5 23
_____ _____ ____
Total 154.0 136.6 17.4 13
Operating expenses 102.9 95.1 7.8 8
_____ _____ ____
Income from operations 51.1 41.5 9.6 23
Interest expense 10.2 10.0 .2 2
Other income - net (2.8) (1.8) (1.0) (56)
Income taxes 16.6 13.0 3.6 28
_____ _____ ____
Earnings contribution $ 27.1 $ 20.3 $ 6.8 33
===== ===== ====
Telephone access lines (end
of period) 613,422 553,154 60,268 11
</TABLE>
Revenues
PTI's revenues increased $17 million, or 13%. Growth of 6% in local exchange
access lines, excluding acquisitions, and growth in enhanced services added $3
million to revenue. Network access service revenue increased $3 million due
to prior period revenue adjustments and $2 million due to increased minutes of
use. Customer growth increased cellular revenue $3 million and increased
sales of cable capacity added $6 million.
Operating Expenses
Operating expenses increased $8 million, or 8%. The increase included $1
million attributable to local exchange access line growth, $2 million in
depreciation expense for increased local exchange company plant balances and
$4 million for increased sales of cable capacity.
Other Income and Expense
Interest expense for the third quarter of 1997 was $10 million which
approximated 1996 levels. Income taxes increased $4 million in 1997 due to
increased taxable income.
<PAGE>25
Comparison of the nine-month periods ended September 30, 1997 and 1996
______________________________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Revenues
Local network service $112.7 $102.0 $10.7 10
Network access service 198.7 190.4 8.3 4
Cellular and other 104.8 93.8 11.0 12
_____ _____ ____
Total 416.2 386.2 30.0 8
Operating expenses 283.0 271.4 11.6 4
_____ _____ ____
Income from operations 133.2 114.8 18.4 16
Interest expense 30.4 30.6 (.2) (1)
Other income - net (3.5) (4.6) 1.1 24
Income taxes 41.8 34.7 7.1 20
_____ _____ ____
Earnings contribution $ 64.5 $ 54.1 $10.4 19
===== ===== ====
Telephone access lines (end
of period) 613,422 553,154 60,268 11
</TABLE>
Revenues
PTI's revenues increased $30 million, or 8%. Growth of 6% in local access
lines, excluding acquisitions, and growth in enhanced services added $9
million to local network service revenues. Network access service revenues
increased $3 million due to higher minutes of use and $3 million due to prior
year revenue adjustments. Cellular and other revenues increased $6 million
due to cellular customer growth and $4 million due to additional sales of
cable capacity.
Operating Expenses
Operating expenses increased $12 million, or 4%. The increase included
$2 million in costs for increased local exchange access lines, $4 million in
depreciation for increased local exchange plant assets, and $2 million for
increased cost of cable capacity sales.
Other Income and Expense
Other income included a $2 million decrease due to a reduction in gains on
sales of cellular properties.
Income taxes increased $7 million primarily due to an increase in taxable
income in 1997.
<PAGE>26
Other Operations
________________
Comparison of the three-month periods ended September 30, 1997 and 1996
_______________________________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Revenues $832.3 $44.8 $787.5 *
_____ ____ _____
Income from operations $ 15.0 $24.2 $ (9.2) (38)
_____ ____ _____
Earnings contribution
TPC $ (0.7) $ - $ (0.7) *
PPM 1.4 1.6 (0.2) (13)
PFS 5.2 5.2 - -
PGC 3.0 4.5 (1.5) (33)
Holdings and other (70.9) (1.7) (69.2) *
_____ ____ _____
Total $(62.2) $ 9.6 $(71.8) *
===== ==== =====
<FN>
*Not a meaningful number.
</FN>
</TABLE>
Third quarter 1997 results for Other Operations included an after-tax loss of
$65 million, or $0.22 per share, associated with closing foreign exchange
positions relating to the Company's offer for TEG. See "Investing Activities,
Acquisitions and Planned Expansion."
TPC, which was acquired in April 1997, incurred a $1 million loss in the
quarter on revenues of $258 million and PGC's earnings declined $2 million.
The assets of PGC were sold on November 1, 1997 for $151 million in cash. On
October 28, 1997, TPC entered into an agreement to sell its natural gas
gathering and processing assets for $195 million. See "Investing Activities,
Asset Dispositions."
The earnings from PPM were $1 million in the third quarter of 1997, which
approximated earnings for the same period in 1996. Third quarter revenues
increased $542 million to $545 million on increased energy trading activity.
After-tax interest expense for Other Operations increased $3 million in 1997.
The increase is attributable in part to higher debt balances as a result of
the acquisition of Hazelwood.
<PAGE>27
Comparison of the nine-month periods ended September 30, 1997 and 1996
______________________________________________________________________
<TABLE>
<CAPTION>
%
1997 1996 Change Change
____ ____ ______ ______
<S> <C> <C> <C> <C>
(Dollars in Millions)
Revenues $1,148.1 $115.3 $1,032.8 *
_______ _____ _______
Income from operations $ 35.5 $ 63.7 $ (28.2) (44)
_______ _____ _______
Earnings contribution
TPC $ (1.6) $ - $ (1.6) *
PPM (0.7) (0.1) (0.6) *
PFS 14.7 23.6 (8.9) (38)
PGC 7.0 6.7 0.3 4
Holdings and other (81.3) (7.6) (73.7) *
_______ _____ _______
Total $ (61.9) $ 22.6 $ (84.5) *
======= ===== =======
<FN>
*Not a meaningful number.
</FN>
</TABLE>
Other Operations incurred losses of $62 million in the 1997 period compared to
income of $23 million in 1996. The 1997 results for Other Operations included
an after-tax loss of $65 million, or $0.22 per share, associated with closing
foreign exchange positions relating to the Company's offer for TEG.
Conversely, the 1996 earnings included gains of $9 million relating to sales
of financial service assets. Revenues and income from operations for PFS were
$35 million and $11 million, respectively, in 1997 compared to $65 million and
$34 million, respectively, in 1996. The reduction in revenue and income from
operations resulted from sales of finance assets.
TPC, acquired in April 1997, incurred a net loss of $2 million in 1997 on
revenues of $410 million. PPM's revenues increased $650 million to $653
million on increased energy trading activities; however, its recorded loss of
$1 million was virtually unchanged from the prior period.
After-tax interest expense for Other Operations increased $8 million in 1997.
The increase is attributable in part to higher debt balances as a result of
the acquisitions of Hazelwood and TPC.
<PAGE>28
FINANCIAL CONDITION -
For the nine months ended September 30, 1997:
OPERATING ACTIVITIES
Net cash flows provided by continuing operations were $613 million during
the period compared to $709 million in the first nine months of 1996. The
$96 million decrease in operating cash flows was primarily attributable to
cash expenditures relating to the proposed acquisition of TEG.
INVESTING ACTIVITIES
Capital spending totaled $777 million in 1997 compared with $700 million
in 1996. Construction expenditures totaled $440 million in 1997 compared to
$377 million in 1996 due primarily to higher expenditures for Domestic
Electric Operations and Australian Electric Operations.
Acquisitions and Planned Expansion--
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 for TEG 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 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, were recorded in the third quarter. Generally accepted
accounting principles require all costs related to currency hedge transactions
entered into 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.
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 because the Company expects to proceed with the TEG transaction,
if allowed.
<PAGE>29
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.
Sales of Subsidiaries--
See Note 4 for information concerning the sale of PGC to NRG Energy, Inc.
On October 28, 1997, TPC reached an agreement to sell all of the capital
stock of three subsidiaries that hold its natural gas gathering and processing
systems to El Paso Field Services Company for $195 million. The Company will
retain TPC's gas marketing and Market Hub Partners salt-dome storage
operations, headquartered in Houston.
Discontinued Operations--
See Note 3 for information concerning the sale of PTI to Century.
On September 30, 1997, PTI acquired local exchange assets in Minnesota
serving approximately 27,000 access lines from US WEST Communications, Inc.
for approximately $103 million in cash. On October 6, 1997, PTI acquired
local exchange assets in Fairbanks, Alaska, serving approximately 34,000
access lines and 6,800 cellular customers from the City of Fairbanks for $84
million, and on October 31, 1997, PTI acquired local exchange assets in
Michigan serving approximately 12,000 access lines from GTE North Incorporated
for approximately $34 million in cash. These acquisitions were funded by cash
from PTI's operations of $98 million, escrow accounts of $6 million and the
issuance of external debt by PTI of $117 million.
CAPITALIZATION
At September 30, 1997, the Company had approximately $515 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 September 30, 1997, the consolidated
subsidiaries had access to $1.6 billion of short-term funds through committed
bank revolving credit agreements. Subsidiaries had $169 million of commercial
paper outstanding at September 30, 1997, as well as borrowings of $1.1 billion
under bank revolving credit facilities. At September 30, 1997, the Companies
had $1.1 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.
<PAGE>30
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.
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 Series A Common Securities to the Company 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 $131 million. See Note 6 to Condensed
Consolidated Financial Statements.
During 1997, the Company redeemed all outstanding shares of its $1.98 and
$7.12 No Par Serial Preferred Stock. The aggregate stated value of the shares
redeemed was $72 million.
______________________________________________________________________________
The condensed consolidated financial statements as of September 30, 1997
and December 31, 1996 and for the three-month and nine-month periods ended
September 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>31
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 September 30, 1997, and the related
condensed consolidated statements of income and retained earnings for the
three- and nine-month periods ended September 30, 1997 and 1996 and cash flows
for the nine-month periods ended September 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,
stockholders' equity, and 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
October 17, 1997
<PAGE>32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
______ _________________
Regarding the Notice of Violation and Order issued by the Wyoming
Department of Environmental Quality in regard to Unit 4 of the Jim
Bridger Power Plant (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 matter has been fully resolved by payment of a
$38,000 fine.
In Sierra Club v. Tri-State Generation and Transmission Association,
_________________________________________________________________
Inc., et al. (see "Item 3. Legal Proceedings" at page 22 of the
____
Company's Annual Report on Form 10-K for the year ended December 31,
1996), the maximum penalty which the EPA may assess has been
increased from $25,000 to $27,500 per day per violation.
Item 6. Exhibits and Reports on Form 8-K
______ ________________________________
(a) Exhibits.
Exhibit 12(a): Statements of Computation of Ratio of Earnings to
Fixed Charges.
Exhibit 12(b): Statements of Computation of Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends.
Exhibit 15: Letter re unaudited interim financial information of
awareness of incorporation by reference.
Exhibit 27: Financial Data Schedule for the quarter ended
September 30, 1997 (filed electronically only).
(b) Reports on Form 8-K.
On Form 8-K dated October 15, 1997, under Item 5. "Other Events,"
the Company filed its news release relating to an agreement entered
into by PacifiCorp Holdings, Inc. to sell Pacific Generation Company
to NRG Energy, Inc., a wholly owned subsidiary of Northern States
Power.
<PAGE>33
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 November 13, 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 September 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 NINE MONTHS
______________________________________________ ENDED
1992 1993 1994 1995 1996 Sept. 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 $331.8
Estimated interest portion of
rentals charged to expense......... 6.0 4.8 5.6 4.5 4.1 2.7
Preferred dividends of
wholly owned subsidiary............ - - - - 15.3 22.6
_______ _______ _______ _______ _______ _____
Total fixed charges.......... $ 363.6 $ 338.3 $ 307.6 $ 340.9 $ 434.4 $357.1
======= ======= ======= ======= ======= =====
Earnings, as defined:*
Income from continuing
operations......................... $ 92.9 $ 371.8 $ 397.5 $ 402.0 $ 430.2 $225.3
Add (deduct):
Provision for income taxes......... 58.3 163.6 209.0 191.8 236.5 112.4
Minority interest.................. (0.5) 2.7 1.3 1.4 1.8 1.8
Undistributed income of less
than 50% owned affiliates........ (6.3) (16.2) (14.7) (15.0) (18.2) (14.9)
Fixed charges as above............. 363.6 338.3 307.6 340.9 434.4 357.1
_______ _______ _______ _______ _______ _____
Total earnings............... $ 508.0 $ 860.2 $ 900.7 $ 921.1 $1,084.7 $681.7
======= ======= ======= ======= ======= =====
Ratio of Earnings to Fixed Charges..... 1.4x 2.5x 2.9x 2.7x 2.5x 1.9x
==== ==== ==== ==== ==== ====
<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>
YEAR ENDED DECEMBER 31 NINE MONTHS
_______________________________________________ ENDED
1992 1993 1994 1995 1996 Sept. 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 $331.8
Estimated interest portion of
rentals charged to expense...... 6.0 4.8 5.6 4.5 4.1 2.7
Preferred dividends of
wholly owned subsidiary............ - - - - 15.3 22.6
_______ _______ _______ _______ _______ _____
Total fixed charges.......... $ 363.6 $ 338.3 $ 307.6 $ 340.9 $ 434.4 $357.1
Preferred Stock Dividends,
as defined:*....................... 59.9 56.8 60.8 57.0 46.2 27.0
_______ _______ _______ _______ _______ _____
Total fixed charges and
preferred dividends........ $ 423.5 $ 395.1 $ 368.4 $ 397.9 $ 480.6 $384.1
======= ======= ======= ======= ======= =====
Earnings, as defined:*
Income from continuing operations.... $ 92.9 $ 371.8 $ 397.5 $ 402.0 $ 430.2 $225.3
Add (deduct):
Provision for income taxes......... 58.3 163.6 209.0 191.8 236.5 112.4
Minority interest.................. (0.5) 2.7 1.3 1.4 1.8 1.8
Undistributed income of less than
50% owned affiliates............. (6.3) (16.2) (14.7) (15.0) (18.2) (14.9)
Fixed charges as above............. 363.6 338.3 307.6 340.9 434.4 357.1
_______ _______ _______ _______ _______ _____
Total earnings............... $ 508.0 $ 860.2 $ 900.7 $ 921.1 $1,084.7 $681.7
======= ======= ======= ======= ======= =====
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends.. 1.2x 2.2x 2.4x 2.3x 2.3x 1.8x
==== ==== ==== ==== ==== ====
<FN>
*"Fixed charges" represent consolidated interest charges and an estimated amount representing the interest
factor in rents. "Preferred Stock Dividends" represent preferred dividend requirements multiplied by the
ratio which pre-tax income from continuing operations bears to income from continuing operations.
"Earnings" represent the aggregate of (a) income from continuing operations, (b) taxes based on income from
continuing operations, (c) minority interest in the income of majority-owned subsidiaries that have fixed
charges, (d) fixed charges and (e) undistributed income of less than 50% owned affiliates without loan
guarantees.
</FN>
</TABLE>
<PAGE>
Deloitte &
Touche LLP
___________ _____________________________________________________
Suite 3900 Telephone:(503)222-1341
111 S.W. Fifth Avenue Facsimile:(503)224-2172
Portland, Oregon 97204-3698
EXHIBIT 15
November 10, 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
September 30, 1997 and 1996, as indicated in our report dated October 17,
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 September 30, 1997, is
incorporated by reference in Registration Statement Nos. 33-51277, 33-54169,
33-57043, 33-58461, and 333-10885 all on Form S-8, Registration Statement No.
33-36239 on Form S-4, and Registration Statement Nos. 33-62095 and 333-09115
on Form S-3.
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 SEPTEMBER 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 7894600
<OTHER-PROPERTY-AND-INVEST> 2487200
<TOTAL-CURRENT-ASSETS> 1974400<F1>
<TOTAL-DEFERRED-CHARGES> 358500
<OTHER-ASSETS> 1881300
<TOTAL-ASSETS> 14596000
<COMMON> 3244200
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 816100
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4060300
175000
66400
<LONG-TERM-DEBT-NET> 4835800
<SHORT-TERM-NOTES> 148300
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 559100
<LONG-TERM-DEBT-CURRENT-PORT> 626900
0
<CAPITAL-LEASE-OBLIGATIONS> 23900
<LEASES-CURRENT> 900
<OTHER-ITEMS-CAPITAL-AND-LIAB> 4099400
<TOT-CAPITALIZATION-AND-LIAB> 14596000
<GROSS-OPERATING-REVENUE> 4272500
<INCOME-TAX-EXPENSE> 112400
<OTHER-OPERATING-EXPENSES> 3508100
<TOTAL-OPERATING-EXPENSES> 3620500
<OPERATING-INCOME-LOSS> 652000
<OTHER-INCOME-NET> (95100)
<INCOME-BEFORE-INTEREST-EXPEN> 556900
<TOTAL-INTEREST-EXPENSE> 331600
<NET-INCOME> 289800<F1>
18000
<EARNINGS-AVAILABLE-FOR-COMM> 271800<F1>
<COMMON-STOCK-DIVIDENDS> 239300
<TOTAL-INTEREST-ON-BONDS> 213800
<CASH-FLOW-OPERATIONS> 609700
<EPS-PRIMARY> .92<F1>
<EPS-DILUTED> .92<F1>
<FN>
<F1>CURRENT ASSETS INCLUDE NET ASSETS OF DISCONTINUED
OPERATIONS OF $803,500. NET INCOME AND EARNINGS AVAILABLE
FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS
OF $64,500. EPS INCLUDES EARNINGS PER COMMON SHARE FROM
DISCONTINUED OPERATIONS OF $0.22.
</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, 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> 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> 1767200<F1>
<TOTAL-DEFERRED-CHARGES> 325600
<OTHER-ASSETS> 1888900
<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>CURRENT 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> 1560000<F1>
<TOTAL-DEFERRED-CHARGES> 267600
<OTHER-ASSETS> 1877200
<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>CURRENT 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> 1661900<F1>
<TOTAL-DEFERRED-CHARGES> 268700
<OTHER-ASSETS> 1880000
<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>CURRENT 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> 1577400<F1>
<TOTAL-DEFERRED-CHARGES> 270500
<OTHER-ASSETS> 1976500
<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>CURRENT 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> 157330<F1>
<TOTAL-DEFERRED-CHARGES> 279300
<OTHER-ASSETS> 1927900
<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>CURRENT 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> 1495000<F1>
<TOTAL-DEFERRED-CHARGES> 284800
<OTHER-ASSETS> 1917900
<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>CURRENT 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> 1504300<F1>
<TOTAL-DEFERRED-CHARGES> 288700
<OTHER-ASSETS> 1919500
<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>CURRENT 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 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> 1144800<F1>
<TOTAL-DEFERRED-CHARGES> 184200
<OTHER-ASSETS> 1956300
<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>CURRENT 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>
