-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RkQ2C8HYq2/mrVq+7uf2a7Z8Eo5r2MvNc2o5KgW1BTAo4QEg3AwsS3Lo1w8gfwZj 09yy1MAqbKywPJJ42jQoaQ== 0000075594-97-000011.txt : 19970813 0000075594-97-000011.hdr.sgml : 19970813 ACCESSION NUMBER: 0000075594-97-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970812 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFICORP /OR/ CENTRAL INDEX KEY: 0000075594 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 930246090 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05152 FILM NUMBER: 97656613 BUSINESS ADDRESS: STREET 1: 700 NE MULTNOMAH STE 1600 CITY: PORTLAND STATE: OR ZIP: 97232 BUSINESS PHONE: 5037312000 FORMER COMPANY: FORMER CONFORMED NAME: PACIFICORP /ME/ DATE OF NAME CHANGE: 19890628 FORMER COMPANY: FORMER CONFORMED NAME: PC/UP&L MERGING CORP DATE OF NAME CHANGE: 19890628 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 _____________ OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 1-5152 ______ PACIFICORP (Exact name of registrant as specified in its charter) STATE OF OREGON 93-0246090 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 700 N.E. Multnomah Suite 1600 Portland, Oregon 97232-4116 (Address of principal executive offices) (Zip code) 503-731-2000 (Registrant's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. YES X NO _____ _____ At July 31, 1997, there were 296,162,794 shares of registrant's common stock outstanding. 1 PACIFICORP

2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements PACIFICORP CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (Millions of Dollars, except per share amounts) (Unaudited)

3 PACIFICORP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Millions of Dollars) (Unaudited)

4 PACIFICORP CONDENSED CONSOLIDATED BALANCE SHEETS (Millions of Dollars) (Unaudited) ASSETS

5 PACIFICORP CONDENSED CONSOLIDATED BALANCE SHEETS (Millions of Dollars) (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY

6 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) June 30, 1997 1. FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated financial statements as of June 30, 1997 and December 31, 1996 and for the periods ended June 30, 1997 and 1996, in the opinion of management, include all adjustments, constituting only normal recording of accruals, necessary for a fair presentation of financial position, results of operations and cash flows for such periods. A significant part of the business of PacifiCorp (the "Company") is of a seasonal nature; therefore, results of operations for the periods ended June 30, 1997 and 1996 are not necessarily indicative of the results for a full year. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes incorporated by reference in the Company's 1996 Annual Report on Form 10-K. The condensed consolidated financial statements of the Company include its integrated domestic electric utility operating divisions of Pacific Power and Utah Power and its wholly owned and majority owned subsidiaries. Major subsidiaries, all of which are wholly owned, are: PacifiCorp Holdings, Inc. ("Holdings"), which holds all of the Company's nonintegrated electric utility investments, including Powercor Australia Limited ("Powercor"), an Australian electricity distributor; PacifiCorp Financial Services, Inc., a financial services business; and PacifiCorp Power Marketing, Inc. ("PPM"), engaged in wholesale power trading in the eastern energy markets. On April 15, 1997, Holdings acquired 100% of TPC Corporation ("TPC"), a natural gas gathering, processing, storage and marketing company. Together these businesses are referred to herein as the Companies. Significant intercompany transactions and balances have been eliminated. The Company also owns a telecommunications operation, Pacific Telecom, Inc. ("PTI"). The Company has agreed to the disposal of this operation. See Note 3. In addition, the Company has announced its intention to sell certain other assets, including assets held by its financial services and independent power and cogeneration businesses, as well as the natural gas gathering and processing assets of TPC. Investments in and advances to affiliated companies represent investments in unconsolidated affiliated companies carried on the equity basis, which approximates the Company's equity in their underlying net book value. Certain amounts from the prior period have been reclassified to conform with the 1997 method of presentation. These reclassifications had no effect on previously reported consolidated net income. 2. PROPOSED ACQUISITION On June 13, 1997, PacifiCorp announced a cash tender offer to be made by PacifiCorp Acquisitions, an unlimited company organized and registered in England and Wales and a wholly owned subsidiary of Holdings ("PacifiCorp Acquisitions"), for The Energy Group PLC ("TEG") in a transaction valued at approximately 7 $9.6 billion in debt and equity. TEG is a diversified international energy group with operations in the United Kingdom (the "U.K."), the United States and Australia and includes Peabody Holding Company, Inc., the world's largest private producer of coal, and Eastern Group PLC, one of the leading integrated electricity and gas groups in the U.K. On August 1, 1997, the U.K. Secretary of State for Trade and Industry decided to refer the proposed acquisition of TEG to the Monopolies and Mergers Commission (the "MMC"). The MMC is required to investigate whether the acquisition operates or may be expected to operate against the public interest and must deliver its report to the Secretary of State by November 21, 1997. The Company intends to cooperate with the MMC's investigation and, if allowed, proceed with a transaction with TEG. As required under the rules of the U.K. Takeover Code, the Company was required to demonstrate that it had both adequate committed financing and the appropriate amount of sterling to eliminate the risk of exchange rate changes between the offer announcement date and the expected closing date. As a result, the Company entered into 1.45 billion pounds of foreign exchange contracts to lock-in a strike price of approximately $1.64 per pound sterling. Under the terms of the original tender offer, the referral by the U.K. Secretary of State caused the tender offer to lapse. As a result, the financing facilities associated with the TEG acquisition terminated and the Company initiated steps to unwind its foreign exchange positions consistent with its derivative policies. As a result of the termination of these foreign exchange positions and initial option costs, the Company realized after-tax losses of approximately $65 million, or $0.22 per share, which will be recorded in the third quarter. Generally Accepted Accounting Principles require all costs related to currency hedge positions entered into in anticipation of an acquisition be expensed in the period incurred whether or not the Company is successful in completing the transaction. Additionally, the Company estimates it has incurred approximately $60 million of other costs related to the TEG transaction for bank commitment and facility fees, legal expenses and other related costs. These costs have been deferred since the Company intends to proceed with the TEG transaction, if allowed. 3. DISCONTINUED OPERATIONS On June 13, 1997, the Company announced the planned sale of its wholly owned subsidiary, PTI, a company owning rural local exchange telephone companies with 575,000 customer access lines in the United States, to Century Telephone Enterprises, Inc. ("Century") for $1.5 billion in cash plus the assumption of PTI's debt. Although the sale of PTI is subject to regulatory approvals in certain of the states in which it does business, PacifiCorp expects to complete the sale by late 1997 or early 1998. The net assets, operating results and cash flows of PTI have been classified as discontinued operations for all periods presented in the condensed financial statements and notes. 8 Summarized results for PTI were as follows:

4. CONTINGENT LIABILITIES The Company is subject to numerous environmental laws including: the Federal Clean Air Act, as enforced by the Environmental Protection Agency and various state agencies; the 1990 Clean Air Act Amendments; the Endangered Species Act as it relates to certain potentially endangered species of salmon; the Comprehensive Environmental Response, Compensation and Liability Act, relating to environmental cleanups; along with the Federal Resource Conservation and Recovery Act and the Clean Water Act relating to water quality. These laws could potentially impact future operations. Future costs associated with the disposition of contingencies identified at December 31, 1996 are not expected to be material to the Company's consolidated financial statements. These matters include the Superfund sites where the Company has been or may be designated as a potentially responsible party and Clean Air Act matters. The Company's mining operations are subject to reclamation and closure requirements. The Company monitors these requirements and periodically revises its cost estimates to meet existing legal and regulatory requirements of the various jurisdictions in which it operates. Costs for reclamation are accrued using the units-of-production method such that estimated final mine reclamation and closure costs are fully accrued at completion of mining activities. This is consistent with industry practices, and the Company believes that it has adequately provided for its reclamation obligations. The Company and its subsidiaries are parties to various legal claims, actions and complaints, certain of which involve material amounts. Although the Company is unable to predict with certainty whether or not it will ultimately be successful in these legal proceedings or, if not, what the impact might be, management currently believes that disposition of these matters will not have a materially adverse effect on the Company's consolidated financial statements. The Company's 1991, 1992 and 1993 federal income tax returns are currently under examination by the Internal Revenue Service (the "IRS"). The Company has received an examination report for 1989 and 1990 proposing adjustments that would increase income tax by $11 million. The Company filed a protest of certain proposed adjustments on July 30, 1996 and is currently holding discussions with the Appeals Division of the IRS. 9 5. GUARANTEED PREFERRED BENEFICIAL INTERESTS IN COMPANY'S JUNIOR SUBORDINATED DEBENTURES On August 4, 1997, PacifiCorp Capital II, a wholly owned subsidiary trust of the Company (the "Trust"), issued, in a public offering, 5,400,000 of its 7.70% Trust Preferred Securities, Series B (the "Preferred Securities"), representing preferred undivided beneficial interests in the assets of the Trust, with a liquidation amount of $25 per Preferred Security. The sole assets of the Trust are $139 million, in aggregate principal amount, of the Company's Series D Debentures due September 30, 2027, and certain rights under a related guarantee by the Company. The Company's guarantee of the Preferred Securities, considered together with the other obligations of the Company with respect to Preferred Securities, constitutes a full and unconditional guarantee by the Company of the Trust's obligations with respect to the Preferred Securities. 6. NEW ACCOUNTING PRONOUNCEMENTS ISSUED BUT NOT ADOPTED In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting Comprehensive Income. SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components (revenues, expenses, gains, and losses) in financial statements. This Statement requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. This Statement is effective for fiscal years beginning after December 15, 1997. In June 1997, FASB issued SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes standards for public enterprises reporting information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. This Statement is effective for fiscal years beginning after December 15, 1997. Management has not assessed the disclosure implications of this Statement. 10 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY RESULTS OF OPERATIONS This report includes forward-looking statements that involve a number of risks and uncertainties that may influence the financial performance and earnings of the Company and its subsidiaries, including the factors identified in the Company's 1996 Annual Report on Form 10-K. Such forward-looking statements should be considered in light of those factors. Comparison of the second quarters of 1997 and 1996 __________________________________________________

Earnings on common stock of PacifiCorp declined $2 million, or $0.01 per share. Second quarter 1996 results included $0.02 per share associated with asset sales at the Company's financial services and telecommunications subsidiaries. Second quarter 1997 results included $0.01 per share associated with the sale of surplus sulphur dioxide emission allowances. Domestic Electric Operations earnings contribution approximated its contribution in 1996. Increases in retail and wholesale revenues were offset by higher operating, overhead and interest costs. The earnings contribution from Australian Electric Operations increased $3 million due to 35% load growth at Powercor, mainly from the contestable customer market, and reductions in generator energy prices for Powercor's 11 contestable market customers. Contestable customers are those customers that are able to choose their electricity supplier. The Company recorded break-even results on Holdings' 19.9% ownership interest in the Hazelwood power station ("Hazelwood"). Earnings contributions from Other Operations declined $6 million. Second quarter 1996 results included an after-tax gain of $4 million from a settlement of indemnification issues relating to the 1994 sale of a computer leasing business. Earnings for the quarter included a $1 million loss from TPC, acquired in April 1997. Revenues from Other Operations increased $153 million due to the acquisition of TPC and $69 million due to increased operating activities at PPM. TPC's operating expenses totaled $152 million and operating expenses for PPM increased $69 million from 1996. Interest expense for Other Operations increased $9 million due to acquisitions of TPC and Hazelwood and the effect of a favorable interest adjustment in 1996 relating to a tax settlement. This earnings decline was partially offset by a $7 million reduction in income tax expense in 1996 relating to financial asset sales and a favorable state tax settlement. The earnings contribution from the discontinued operations of PTI totaled $19 million in 1997 compared to $18 million in 1996. The 1996 results included a $2 million after-tax gain associated with the sale of a cellular property. Comparison of the six-month periods ended June 30, 1997 and 1996 ________________________________________________________________

Earnings on common stock of PacifiCorp declined $8 million, or $0.04 per share. Results for 1996 included $0.04 per share associated with asset sales at the Company's financial services and telecommunications subsidiaries. Results for 1997 included $0.02 per share associated with the sale of surplus sulphur dioxide emission allowances. 12 Domestic Electric Operations earnings contribution declined $12 million, or 8%. Increases in retail and wholesale revenues were offset by higher operating, overhead and interest costs. Retail energy sales volumes increased 1% due to growth in the average number of customers of 3%, partially offset by decreased customer usage, largely attributable to the effect of weather on residential customer usage. Wholesale energy sales grew substantially, with an increase in sales volume of 83%. The earnings contribution from Australian Electric Operations increased $13 million due to load growth of 33% at Powercor, mainly from the contestable customer market, and reductions in prices for contestable market customers. Hazelwood recorded a $2 million loss on operations in 1997. Earnings contributions from Other Operations declined $13 million. The 1996 results included gains relating to sales of financial assets totaling $10 million. Earnings included a $1 million loss from TPC, acquired in April 1997, and after-tax interest expense of $3 million relating to Holdings' investment in Hazelwood. Revenues from Other Operations increased $153 million due to the acquisition of TPC and $107 million due to increased operating activities at PPM. TPC's operating expenses totaled $152 million and operating expenses for PPM were $108 million higher than 1996. The earnings contribution from the discontinued operations of PTI increased $4 million. Increased customer access line growth of 6%, increased sales of enhanced services and growth in cellular operations account for the change. 13 RESULTS OF OPERATIONS Domestic Electric Operations ____________________________ Comparison of the second quarters of 1997 and 1996 __________________________________________________

Revenues Domestic Electric Operations revenues rose $126 million, or 19%, as a result of a $98 million, or 62%, increase in wholesale revenues and a $21 million, or 4%, increase in retail revenues. Retail revenues improved to $517 million mainly on the strength of increased energy sales volumes of 2%. Wholesale revenues increased $98 million, or 62%, and associated energy sales volumes increased 85%. Increased short-term firm and spot market sales added $80 million. Short-term firm and spot market sales prices averaged $15 per mWh compared to $11 per mWh for the same period in 1996. The increased prices added $13 million in revenues. 14 Residential revenues were up $4 million, or 2%. Average realized prices increased revenues $7 million primarily due to increased rates in Oregon and Wyoming. Increased volumes associated with customer growth were more than offset by declining customer usage, which was largely attributable to weather. Commercial revenues grew by $8 million, or 5%, on a 4% increase in energy sales. Growth in the average number of customers of 3% added $5 million to revenues, while increased usage per customer added $2 million. Industrial revenues increased $9 million, or 5%, on a 3% increase in energy sales. Price increases in the Company's Oregon and Wyoming jurisdictions added $2 million to revenue. Increased usage, primarily for small to medium-sized industrial customers in Oregon and Wyoming, added $5 million to revenue. Increased irrigation usage also added $1 million to revenue. On February 12, 1997, the Division of Public Utilities and Committee of Consumer Service in Utah filed a joint petition with the Utah Public Service Commission (the "PSC") requesting the Commission to commence proceedings to establish new rates for Utah customers. The petitioners requested an immediate hearing on a $12 million interim rate reduction and a subsequent general rate case, which the petitioners alleged could result in rates being reduced as much as $54 million. On March 4, 1997, the Utah Legislature passed a bill which created a legislative task force to study stranded cost issues and the timing of customer choice. The bill froze rates in Utah at January 31, 1997 levels until 60 days following the conclusion of the 1998 legislative general session, which is expected to occur March 7, 1998. The PSC is precluded from holding any hearings on rate changes during the freeze period. The Company agreed to an interim price decrease to Utah customers of $12.4 million annually on April 15, 1997. The effect on retail revenues for the period was $3 million. Depending on actions taken by the Utah Legislature, the PSC could hold rate hearings after the freeze period expires in 1998, with any price change retroactively effective to the date of the rate case petition. A settlement was reached between the Company and the Bonneville Power Administration ("BPA") for BPA's remaining obligation to the Company under the Residential Purchase and Sales Agreement ("RPSA"). Under the settlement, the BPA will pay the Company a total of $61.8 million through June 30, 2001, when the current RPSA expires. Payments include $47.7 million for the Company's Idaho jurisdiction and $14.1 million for the Oregon jurisdiction. The settlement is intended to mitigate the effect of reduced exchange benefits received by the Company's residential and small farm customers. As a result of the settlement, the Company reduced prices for Idaho irrigation customers by 8% effective May 1, 1997. Operating Expenses Purchased power expense increased $90 million, or 71%. Short-term firm and spot market energy purchases were up $64 million, or 5.5 million mWh, more than doubling the amount of purchases in the same period of 1996. Short-term firm and spot market purchase prices averaged $13 per mWh verses $9 per mWh in 1996. The increase in purchase prices added $22 million to costs. Fuel expense for the quarter was up $4 million, or 4%, due to a 2% increase in thermal generation, partially offset by a decrease in average fuel costs. 15 Net power costs in the quarter were $5.54 per mWh, compared to $6.19 per mWh in 1996, an 11% decrease. Net power cost represents the net cost to serve the Company's domestic retail customers on a mWh basis. This is measured by the sum of fuel, purchased power and wheeling expense, less wholesale power and wheeling revenues. The decrease in net power cost is attributable to increased wholesale revenue contribution, primarily from higher short-term firm and spot market sales. Other operations and maintenance expense increased $11 million, or 10%. The increase was driven by higher generation plant operating costs, increased tree trimming expense and increased customer service expenses. Administrative and general expenses increased $7 million, or 10%. The increase resulted from higher employee-related expenses and outside service costs. Depreciation and amortization expense increased $7 million, or 8%. The addition of the Hermiston plant in July, 1996, and the Company's new customer service system added $4 million to depreciation expense. Other Income and Expense Interest expense increased $9 million, or 12%. The increase was attributable to higher debt balances as the result of the acquisition of the Hermiston plant in July, 1996, and increased capital contributions to Holdings relating to the acquisition of TPC in April 1997. Other income included $5 million in emission allowance sales in 1997. There were no emission allowance sales in 1996. Income tax expense approximated 1996 levels at $41 million. 16 Comparison of the six-month periods ended June 30, 1997 and 1996 ________________________________________________________________

Revenues Domestic Electric Operations revenues rose $215 million, or 16%, as a result of a $187 million, or 63%, increase in wholesale revenues and a $16 million, or 1%, increase in retail revenues. Retail revenues were 1% higher due to increased energy volumes associated with customer growth, partially offset by decreased customer usage, largely attributable to the effects of weather. Increased power marketing activity led to an 83% increase in wholesale energy sales and a $187 million, or 63%, increase in revenue. Increased short-term firm and spot market energy volumes added $149 million and higher prices for these sales added $25 million. Increased long-term firm sales volumes added $9 million. Residential revenues were up $10 million, or 3%. Average prices increased revenues $13 million primarily due to increased rates in Oregon and Wyoming. Growth in the average number of customers of 3% added $9 million to revenues. 17 These increases were partially offset by the $12 million effect of a decline in customer usage, which was largely attributable to weather. Commercial revenues grew by $7 million, or 2%, on a 2% increase in energy sales. Growth in the average number of customers of 3% added $11 million to revenues, while rate increases added $3 million. These increases were offset in part by decreased usage per customer totaling $7 million. Industrial revenues decreased $2 million despite a 1% increase in energy sales. Billing adjustments for certain customers reduced revenues by $6 million. Increased usage, primarily for small to medium-sized industrial customers in Oregon and Wyoming, added $4 million to revenue. Operating Expenses Purchased power expense increased $171 million, or 68%. Short-term firm and spot market energy purchases were up $118 million, or 9.0 million mWh, more than doubling the amount of purchases in the same period of 1996. Short-term firm and spot market purchase prices averaged $14 per mWh verses $9 per mWh in 1996. The increase in purchase prices added $37 million to costs and increased long-term firm purchased power contracts, primarily the contract relating to the Hermiston plant, added $8 million. Fuel expense increased $18 million, or 9%. Thermal generation was up 5% to 23 million mWh, adding $15 million to fuel costs. Net power costs were $6.80 per mWh, compared to $6.89 per mWh in 1996, a 1% decrease. The decrease in net power costs was attributable to an increased wholesale revenue contribution, partially offset by increased fuel costs for thermal generation. Other operations and maintenance expense increased $17 million, or 8%. The higher expense was caused by increases of $5 million in generation plant operating costs and $5 million of demand side revenue amortization, which is recovered through other revenues. Additionally, customer service expenses increased $3 million, and costs associated with storm damage in late 1996 of $3 million were recorded. Administrative and general expenses increased $12 million, or 9%. The increase resulted from higher employee-related expenses and outside service costs totaling $7 million and $5 million, respectively. Also included in the increase is $4 million in amortization of deferred regulatory costs for post retirement benefits, recovered through revenues in Oregon and Wyoming price increases. Depreciation and amortization expense increased $12 million, or 7%. The addition of the Hermiston plant in July 1996, and the Company's new customer service system added $8 million to depreciation in the 1997 period. Other Income and Expense Interest expense increased $10 million, or 7%. The increase was attributable to higher debt balances as the result of the acquisition of the Hermiston plant in July 1996, and increased capital contributions to Holdings relating to the acquisition of TPC in the second quarter of 1997. Minority interest expense increased $8 million due to the issuance in June 1996 of Company obligated 18 preferred securities of a wholly owned subsidiary trust. Increased sales of surplus dioxide emission allowances added $7 million to other income. Income tax expense decreased $8 million as a result of a decrease in taxable income. Preferred dividend requirement declined $6 million due to the redemption of preferred stock in July 1996. 19 Australian Electric Operations ______________________________ Powercor obtains most of its required electricity through a state-wide generation pool. Pool prices vary depending on certain conditions, including weather, economic growth and other factors influencing supply and demand for electric power. Powercor has hedged its pool price exposure with a number of vesting contracts. Prices under the contracts are lower in the Australian summer months because demand is lowest, resulting in higher profit margins for Powercor in the first and fourth calendar quarters. Comparison of the second quarters of 1997 and 1996 __________________________________________________

Revenues Powercor's revenues increased $22 million, or 14%. The increase was attributable to increased energy sales volumes of 679 million kWh, or 35%. Energy volumes to contestable customers outside Powercor's franchise area were up 770 million kWh and added $32 million to revenue due to customer gains in Victoria and New South Wales. This includes increased energy volumes for customers in Victoria of 513 million kWh that added $24 million to revenue, and increased energy volumes for customers in New South Wales of 257 million kWh that added $8 million to revenue. 20 Energy volumes to customers inside Powercor's franchise area decreased 91 million kWh, which reduced revenue by $10 million. Residential revenues for franchise customers were down $1 million, or 2%. This includes decreased energy volumes for residential customers of 10 million kWh, primarily due to the effect of mild weather, partially offset by growth in the number of customers of 1%. Energy volumes to commercial and industrial customers that include franchise and contestable customers decreased 81 million kWh, which reduced revenue by $9 million. Customers lost from the effect of continued deregulation in the market reduced revenue by $7 million and lower prices, in part due to moving Tariff H customers to market related prices, reduced revenue by $2 million. During deregulation of the Victorian electricity market, a number of large commercial and industrial customers, referred to as Tariff H customers, were given the option to remain franchise customers to the year 2000, at favorable rates, in order to protect them from cost/price uncertainty in the contestable marketplace. As a result of decreases in market rates, Powercor was able to move some Tariff H customers contracts to market-based contracts. The change to market-based contracts is expected to add an estimated $3 million annually through the year 2000 to cash flows from operating activities. Operating Expenses Purchased power expense increased $8 million, or 10%. A 35% increase in purchased power volumes added $27 million to costs, which was offset in part by lower power pool prices. Purchased power prices averaged $33 per mWh, compared to $40 per mWh in 1996. Other operations expense increased $11 million. Increased sales to contestable customers outside Powercor's franchise area resulted in higher network and grid fees of $16 million. This was offset in part by higher network revenues of $4 million from customers inside Powercor's franchise area serviced by other electricity companies. Interest expense and other decreased $5 million, or 25%. This decrease included lower interest expense of $3 million primarily due to reduced interest rates. Income tax expense was $4 million in 1997, compared to a tax benefit of $2 million in 1996. The tax benefit resulted from purchase price adjustments relating to the Powercor acquisition. Hazelwood The Company recorded break-even results on its equity investment in the Hazelwood power station, which was purchased in September of 1996. Hazelwood sells its generation output through a statewide generation pool and under bilateral contracts directly to Victorian distribution companies. Pool and contract prices vary depending on certain conditions, including weather, economic growth and other factors influencing supply and demand for electric power. Power prices are highest in the Australian winter months because demand is highest, which generally is expected to result in higher profit margins for Hazelwood during the second and third calendar quarters. 21 Comparison of the six-month periods ended June 30, 1997 and 1996 ________________________________________________________________

Revenues Powercor's revenues increased $62 million, or 21%. The increase was attributable to increased energy sales volumes of 1,239 million kWh, or 33%. Energy volumes to contestable customers outside Powercor's franchise area were up 1,296 million kWh and added $55 million to revenue. This includes increased energy volumes for customers in Victoria of 980 million kWh that added $45 million to revenue, and increased energy volumes for new customers in New South Wales of 316 million kWh, which added $10 million to revenue. Energy volumes to customers inside Powercor's franchise area decreased 57 million kWh, which reduced revenue by $8 million. Residential revenues for franchise customers were up $7 million, or 6%. This includes increased energy volumes for residential customers of 26 million kWh, primarily due to the effect of record high temperatures in the first quarter of 1997 and customer growth of 1%, partially offset by the effects of mild weather in the second quarter of 1997. Increases in average sales price added $5 million to revenues. Energy volumes to commercial and industrial customers that include franchise and contestable customers decreased 83 million kWh, which reduced revenue by $15 million. Customers lost from the effect of continued deregulation in the market reduced revenue by $16 million, and lower prices, in part due to moving Tariff H 22 customers to market related prices, reduced revenue by $8 million. These reductions were partially offset by customer growth which increased revenue by $11 million. Other revenues increased $11 million as a result of accelerated amortization of deferred credits associated with the movement of Tariff H customers to market-based contracts. The deferred credits were recorded at the time Powercor was acquired. Operating Expenses Purchased power expense increased $18 million, or 13%. A 33% increase in purchased power volumes added $46 million to costs, which was offset in part by lower power pool prices. Purchased power prices averaged $31 per mWh compared to $36 per mWh in 1996. Other operations expenses increased $19 million, or 83%. Increased sales to contestable customers outside Powercor's franchise area resulted in higher network and grid fees of $26 million. This was offset in part by higher network revenues of $7 million from customers inside Powercor's franchise area serviced by other electricity companies. Interest expense decreased $3 million, or 9% primarily due to reduced interest rates. Income tax expense increased $13 million. The increase is primarily due to higher taxable income in 1997. In addition, a tax benefit of $3 million relating to the Powercor acquisition was recorded in 1996. Hazelwood The Company recorded a $2 million loss in 1997 on its equity investment in Hazelwood. 23 Discontinued Telecommunications Operations __________________________________________ Comparison of the second quarters of 1997 and 1996 __________________________________________________

Revenues PTI's revenues increased $7 million, or 5%. Growth of 6% in local exchange access lines added $2 million to revenue, customer growth increased cellular revenue $2 million, and increased minutes of use added $2 million. Operating Expenses Operating expenses increased $3 million, or 3%. The increase included $1 million in costs for increased local exchange access lines, $1 million in depreciation expense for increased local exchange company plant balances and $1 million for cellular customer growth. Other Income and Expense Interest expense for the quarter was $10 million, a slight decrease from 1996 levels. Income taxes totaled $12 million in 1997, approximating taxes in 1996. 24 Comparison of the six-month periods ended June 30, 1997 and 1996 ________________________________________________________________

Revenues PTI's revenues increased $13 million or 5%. Growth of 6% in local access lines and growth in enhanced services added $6 million to local network service revenues. Network access service revenues increased $3 million due to higher minutes of use, and cellular revenues increased $4 million due to customer growth. Operating Expenses Operating expenses increased $4 million or 2%. The increase included higher operations and maintenance expenses relating to increased local exchange access lines and higher depreciation expense due to increased local exchange plant assets. Other Income and Expense Other income decreased $2 million due to a reduction in gains on sales of cellular properties. 25 FINANCIAL CONDITION - For the six months ended June 30, 1997: OPERATING ACTIVITIES Net cash flows provided by continuing operations were $405 million during the period compared to $469 million in the first six months of 1996. The $64 million decrease in operating cash flows was primarily attributable to a $22 million cash flow deficit from TPC, acquired in April 1997, and increased working capital requirements. INVESTING ACTIVITIES Capital spending totaled $593 million in 1997 compared with $257 million in 1996. Investments in unregulated businesses totaled $282 million in 1997 compared to $11 million in 1996. Acquisitions and Planned Expansion-- On April 15, 1997, Holdings, through a subsidiary, acquired all of the outstanding shares of common stock of TPC, a natural gas gathering, processing, storage and marketing company based in Houston, Texas, for approximately $265 million in cash and assumed debt of approximately $140 million. Following completion of a tender offer, TPC became a wholly owned subsidiary of Holdings through a cash merger at the same price. During May 1997, TPC retired $131 million of its outstanding long-term debt. These transactions were funded with capital contributions from PacifiCorp. See Item 5. "Other Events" in the Company's Current Report on Form 8-K dated June 13, 1997 for information concerning the proposed acquisition of TEG. As required under the rules of the U.K. Takeover Code, the Company was required to demonstrate that it had both adequate committed financing and the appropriate amount of sterling to eliminate the risk of exchange rate changes between the offer announcement date and the expected closing date. As a result, the Company entered into 1.45 billion pounds of foreign exchange contracts to lock-in a strike price of approximately $1.64 per pound sterling. On August 1, 1997, the U.K. Secretary of State for Trade and Industry decided to refer the proposed acquisition of TEG to the MMC. Under the terms of the original tender offer, this action caused the tender offer to lapse. As a result, the financing facilities associated with the TEG acquisition terminated and the Company initiated steps to unwind its foreign exchange positions consistent with its derivative policies. At the time the offer lapsed and the Company had initiated its steps to withdraw from the foreign exchange positions, the dollar-sterling exchange rate was approximately $1.63. By the time the positions were closed, however, the exchange rate fell to approximately $1.58, resulting in an after-tax loss of approximately $56 million. In addition, the cost of the initial options was approximately $9 million after tax. These losses, totaling $65 million, or $0.22 per share, will be recorded in the third quarter. Generally Accepted Accounting Principles require all costs related to currency hedge transactions entered into 26 in anticipation of an acquisition be expensed in the period incurred whether or not the Company is successful in completing the transaction. In the event the Company is able to renew its offer for TEG, it would expect to enter into foreign exchange positions to adhere to both internal hedging requirements and the U.K. Takeover Code provisions. If the Company can close an acquisition with TEG at approximately the same level and if the foreign exchange rates remain at current levels, the total acquisition price would be lower. Additionally, the Company estimates it has incurred approximately $60 million of other costs related to the TEG transaction for bank commitment and facility fees, legal expenses and other related costs. These costs have been deferred since the Company intends to proceed with the TEG transaction, if allowed. Discontinued Operations-- See Item 5. "Other Events" in the Company's Current Report on Form 8-K dated June 13, 1997 for information concerning the sale of PTI to Century. PTI has definitive agreements with US WEST Communications, Inc., GTE North Incorporated and the City of Fairbanks to purchase certain telephone assets or operations in Minnesota, Michigan and Alaska for approximately $248 million in cash, which includes approximately $20 million of cash to be acquired in the acquisitions. These acquisitions are subject to regulatory approval and are expected to close in 1997, prior to the sale of PTI to Century. In addition, PTI has letters of intent to acquire telephone operations representing 3,800 access lines for $22 million. PTI expects to fund these acquisitions through the issuance of external debt and internally generated funds. CAPITALIZATION At June 30, 1997, the Company had approximately $775 million of commercial paper and uncommitted bank borrowings outstanding at an average weighted rate of 5.7%. These borrowings are supported by $700 million of revolving credit agreements. At June 30, 1997, the consolidated subsidiaries had access to $1.7 billion of short-term funds through committed bank revolving credit agreements. Subsidiaries had $235 million of commercial paper outstanding at June 30, 1997, as well as borrowings of $1 billion under bank revolving credit facilities. At June 30, 1997, the Companies had $1.5 billion of short-term debt classified as long-term debt as they have the intent and ability to support short-term borrowings through the various revolving credit facilities on a long-term basis. The Company and its subsidiaries have intercompany borrowing arrangements providing for temporary loans of funds between parties at short-term market rates. On May 8, 1997, the Company received proceeds of $400 million from a term loan agreement with certain institutional lenders. The proceeds were used to repay short-term debt. During July 1997, the Company issued $300 million of secured medium term notes in the form of First Mortgage and Collateral Trust Bonds as follows: $175 million of 6.75% notes due July 15, 2004 and $125 million of 7.0% notes due July 15, 2009. Proceeds were used to repay short-term debt that had been reclassified as long-term debt at June 30, 1997. 27 On August 4, 1997, a wholly owned subsidiary Trust issued, in a public offering, 5,400,000 of its 7.70% Preferred Securities for proceeds of $135 million. Concurrent with the issuance of the Preferred Securities, the Trust issued to the Company Series A Common Securities in the amount of $4 million. The sole asset of the Trust is $139 million of Series D Debentures issued by the Company. The net proceeds to the Company from the issuance of the Debentures is estimated to be $133 million. See Note 5 to Condensed Consolidated Financial Statements. ______________________________________________________________________________ The condensed consolidated financial statements as of June 30, 1997 and December 31, 1996 and for the three-month periods ended June 30, 1997 and 1996 have been reviewed by Deloitte & Touche LLP, independent accountants, in accordance with standards established by the American Institute of Certified Public Accountants. A copy of their report is included herein. 28 Deloitte & Touche LLP _____________________ _____________________________________________________ 3900 US Bancorp Tower Telephone:(503)222-1341 111 SW Fifth Avenue Facsimile:(503)224-2172 Portland, Oregon 97204-3698 INDEPENDENT ACCOUNTANTS' REPORT PacifiCorp: We have reviewed the accompanying condensed consolidated balance sheet of PacifiCorp and subsidiaries as of June 30, 1997, and the related condensed consolidated statements of income and retained earnings for the three- and six-month periods ended June 30, 1997 and 1996 and the related condensed consolidated statements of cash flows for the six-month periods ended June 30, 1997 and 1996. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of PacifiCorp and subsidiaries as of December 31, 1996, and the related consolidated statements of income and retained earnings and of cash flows for the year then ended (not presented herein); and in our report dated January 31, 1997 (March 11, 1997 as to Note 15), we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1996 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. DELOITTE & TOUCHE LLP August 11, 1997 29 PART II. OTHER INFORMATION Item 1. Legal Proceedings ______ _________________ In Larry and Barbara Rainey, et al. v. PacifiCorp, Case No. ______________________________________________ 96-2-00977-0, Superior Court of Washington for Clark County (see "Item 3. Legal Proceedings," at page 21 of the Company's Annual Report on Form 10-K for the year ended December 31, 1996), the court has dismissed the plaintiffs' claims for breach of contract, and has denied the plaintiffs' motion for class certification. Item 4. Submission of Matters to a Vote of Security Holders ______ ___________________________________________________ At the Company's annual meeting of shareholders on May 14, 1997, the shareholders ratified the appointment of Deloitte & Touche LLP to serve as independent auditors of the Company for the year 1997 and approved the PacifiCorp Stock Incentive Plan. Votes cast in relation to the appointment of Deloitte & Touche LLP are summarized as follows:

Votes cast to approve the PacifiCorp Stock Incentive Plan are summarized as follows:

The shareholders also elected four Class I Directors, each for terms expiring at the Annual Meeting in the year 2000 and one Class II director to serve for a term expiring at the 1998 Annual Meeting. Votes cast in relation to these matters are summarized as follows:

30 The Directors whose terms continued and the years their terms expire are as follows: Kathryn A. Braun (Class II, 1998); Frederick W. Buckman (Class III, 1999); Robert G. Miller (Class II, 1998); Verl R. Topham (Class II, 1998); Don M. Wheeler (Class III, 1999); Nancy Wilgenbusch (Class III, 1999); Peter I. Wold (Class III, 1999). Item 6. Exhibits and Reports on Form 8-K ______ ________________________________ (a) Exhibits. Exhibit 2: Stock Purchase Agreement, dated as of June 11, 1997, by and among PacifiCorp Holdings, Inc., Pacific Telecom, Inc., Century Telephone Enterprises, Inc. and Century Cellunet, Inc. (Incorporated by reference to Exhibit 2.1 of Century Telephone Enterprises, Inc.'s Current Report on Form 8-K dated June 11, 1997, File No. 1-7784.) Exhibit 12(a): Statements of Computation of Ratio of Earnings to Fixed Charges. Exhibit 12(b): Statements of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. Exhibit 15: Letter re unaudited interim financial information of awareness of incorporation by reference. Exhibit 27: Financial Data Schedule for the quarter ended June 30, 1997 (filed electronically only). (b) Reports on Form 8-K. On Form 8-K dated June 13, 1997, under Item 5. "Other Events," the Company filed its news release relating to a proposed cash offer for all outstanding shares of The Energy Group and the proposed sale of the Company's wholly owned subsidiary, Pacific Telecom, Inc. On Form 8-K dated July 23, 1997, under Item 5. "Other Events," the Company filed a press release reporting financial results for the three- and six-month periods ended June 30, 1997. On Form 8-K dated August 1, 1997, under Item 5. "Other Events," the Company filed a press release reporting referral of its proposed acquisition of The Energy Group to the Monopolies and Mergers Commission in the United Kingdom. 31 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PACIFICORP Date August 12, 1997 By RICHARD T. O'BRIEN _________________________ _________________________________ Richard T. O'Brien Senior Vice President (Chief Financial Officer) INDEX TO EXHIBITS

EX-12.A 2 EXHIBIT (12)(a) PACIFICORP STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (IN MILLIONS OF DOLLARS)

EX-12.B 3 PACIFICORP EXHIBIT (12)(b) STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (IN MILLIONS OF DOLLARS)

EX-15 4 Deloitte & Touche LLP ___________ _____________________________________________________ Suite 3900 Telephone:(503)222-1341 111 S.W. Fifth Avenue Facsimile:(503)224-2172 Portland, Oregon 97204-3698 EXHIBIT 15 August 11, 1997 PacifiCorp 700 N.E. Multnomah Portland, Oregon We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of PacifiCorp and subsidiaries for the periods ended June 30, 1997 and 1996, as indicated in our report dated August 11, 1997; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, is incorporated by reference in Registration Statement Nos. 33-62095 and 333-09115, all on Form S-3; in Registration Statement Nos. 33-58461, 33-51277, 33-54169, 33-57043, and 333-10885, all on Form S-8; and in Registration Statement No. 33-36239 on Form S-4. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. DELOITTE & TOUCHE LLP EX-27.(A) 5 EXHIBIT 27(A)
UT 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. 0000075594 PACIFICORP 1,000 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 PER-BOOK 7865600 2533100 977300 325600 2678800 14380400 3241200 0 827700 4068900 175000 135500 5336800 166900 0 432200 271800 0 24300 900 3768100 14380400 2261900 96700 1778600 1875300 386600 11500 398100 219700 215800 12200 203600 159400 213100 392100 .69 .69 OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED OPERATIONS OF $789,900. NET INCOME AND EARNINGS AVAILABLE FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS OF $37,300. EPS INCLUDES EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS OF $0.13.

EX-27.(B) 6 EXHIBIT 27(B)
UT 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. 0000075594 PACIFICORP 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 PER-BOOK 7832500 2165700 775700 267600 2661500 13703000 3257000 0 818400 4075400 175000 135500 4713600 32800 0 675500 246800 0 24300 900 3623200 13703000 1041800 56100 780400 836500 205300 3900 209200 106500 121000 6100 114900 79600 215700 261000 .39 .39 OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED OPERATIONS OF $784,300. NET INCOME AND EARNINGS AVAILABLE FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS OF $18,300. EPS INCLUDES EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS OF $0.06.

EX-27.(C) 7
UT 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 0000075594 PACIFICORP 1,000 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 PER-BOOK 7825100 2176600 882400 268700 2659500 13812300 3249500 0 782800 4032300 178000 135500 4804700 89200 0 594300 218900 0 24700 900 3733800 13812300 3803700 236500 2717300 2953800 849900 (4700) 845200 415000 504900 29800 475100 315000 218000 925700 1.62 1.62 OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED OPERATIONS OF $779,500. NET INCOME AND EARNINGS AVAILABLE FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS OF $74,700. EPS INCLUDES EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS OF $0.25.

EX-27.(D) 8
UT 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. 0000075594 PACIFICORP 1,000 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 PER-BOOK 7785500 2156000 805400 270500 2748500 13765900 3223400 0 735200 3958600 178000 135500 4715600 142800 0 587700 206300 0 24900 1300 3815200 13765900 2752000 174200 1959200 2133400 618600 15700 634300 316400 372000 24300 347700 235500 218100 746000 1.19 1.19 OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED OPERATIONS OF $772,000. NET INCOME AND EARNINGS AVAILABLE FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS OF $54,100. EPS INCLUDES EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS OF $0.19.

EX-27.(E) 9
UT 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. 0000075594 PACIFICORP 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 PER-BOOK 7606000 1964700 808500 279300 2692700 13351200 3207000 0 685000 3892000 311500 219000 4644300 30900 0 325800 266700 0 25300 700 3635000 13351200 1740100 103700 1244700 1348400 391700 9600 401300 206000 229100 18000 211100 156000 216700 488200 .73 .73 OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED OPERATIONS OF $764,800. NET INCOME AND EARNINGS AVAILABLE FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS OF $33,800. EPS INCLUDES EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS OF $0.12.

EX-27.(F) 10
UT 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 0000075594 PACIFICORP 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 PER-BOOK 7582300 1964200 735000 284800 2677900 13244200 3186600 0 674200 3860800 311500 219000 4436500 109800 0 582300 228900 0 25400 1400 3468600 13244200 883500 64700 606600 671300 212200 9400 221600 107600 129900 9000 120900 76700 214800 327100 .42 .42 OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED OPERATIONS OF $760,000. NET INCOME AND EARNINGS AVAILABLE FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS OF $15,800. EPS INCLUDES EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS OF $0.06.

EX-27.(G) 11
UT 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 0000075594 PACIFICORP 1,000 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 PER-BOOK 7580200 1874000 747200 288700 2676600 13166700 3000700 0 632400 3633100 311500 219000 4482900 277000 0 654100 199100 0 25800 1500 3362700 13166700 2814900 191800 1924300 2116100 698800 39600 738400 336400 505000 38700 466300 307100 212800 839900 1.64 1.64 OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED OPERATIONS OF $757,100. NET INCOME AND EARNINGS AVAILABLE FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS OF $103,000. EPS INCLUDES EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS OF $0.36.

EX-27.(H) 12
UT 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 0000075594 PACIFICORP 1,000 9-MOS DEC-31-1995 JAN-01-1995 SEP-30-1995 PER-BOOK 7543000 220200 574300 195400 2673100 11206000 2995700 0 591100 3586800 367400 219000 3286100 56900 0 349200 223900 0 26900 1700 3088100 11206000 2048600 139000 1400100 1539100 509500 34700 544200 251900 377300 30400 346900 230300 213100 654500 1.22 1.22 OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED OPERATIONS OF $752,100. NET INCOME AND EARNINGS AVAILABLE FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS OF $85,000. EPS INCLUDES EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS OF $0.30.

EX-27.(I) 13
UT 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. 0000075594 PACIFICORP 1,000 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 PER-BOOK 7527500 246600 568400 185500 2477500 11005500 2991700 0 509100 3500800 367400 219000 3451500 22000 0 289600 125000 0 27300 1700 3001200 11005500 1320500 69700 920000 989700 330800 23000 353800 177500 208300 20300 188000 152300 213500 373100 .66 .66 OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED OPERATIONS OF $550,800. NET INCOME AND EARNINGS AVAILABLE FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS OF $32,100. EPS INCLUDES EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS OF $0.11.

EX-27.(J) 14
UT 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 0000075594 PACIFICORP 1,000 3-MOS DEC-31-1995 JAN-01-1995 MAR-31-1995 PER-BOOK 7495700 243100 572700 170000 2482300 10963800 2988700 0 502200 3490900 367400 219000 3300600 0 0 413000 68400 0 27500 1700 3075300 10963800 678200 57000 452200 509200 169000 4700 173700 73300 114800 10100 104700 75600 213300 280400 .37 .37 OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED OPERATIONS OF $544,300. NET INCOME AND EARNINGS AVAILABLE FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS OF $14,400. EPS INCLUDES EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS OF $0.05.

EX-27.(K) 15 EXHIBIT 27(K)
UT 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 0000075594 PACIFICORP 1,000 12-MOS DEC-31-1994 JAN-01-1994 DEC-31-1994 PER-BOOK 7474100 240400 602900 184200 2498200 10999800 2985500 0 474300 3459800 367400 219000 3365800 0 0 433000 78300 0 25400 1900 3049200 10999800 2840000 209000 1982400 2191400 648600 48700 697300 299800 468000 39700 428300 305200 214000 873000 1.51 1.51 OTHER ASSETS INCLUDE NET ASSETS OF DISCONTINUED OPERATIONS OF $541,900. NET INCOME AND EARNINGS AVAILABLE FOR COMMON INCLUDE INCOME FROM DISCONTINUED OPERATIONS OF $70,500. EPS INCLUDES EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS OF $0.25.

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