-----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, L3DVx8Od5doWlOYGk2jbsACkH9TOVkd6O4YYycH2Mu9PG1+zTzml55pJh5fYO2GN kyHnFpNuHe3roEzjO78p4A== 0000075594-96-000004.txt : 19960213 0000075594-96-000004.hdr.sgml : 19960213 ACCESSION NUMBER: 0000075594-96-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960212 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960212 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05152 FILM NUMBER: 96515943 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): February 12, 1996 PACIFICORP (Exact name of registrant as specified in its charter) State of Oregon 1-5152 93-0246090 (State of Incorporation) (Commission (I.R.S. Employer File No.) Identification No.) 700 N.E. Multnomah, Suite 1600, Portland, Oregon 97232-4116 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 731-2000 No Change (Former Name or Former Address, if changed since last report) Item 5. OTHER EVENTS Information contained in the news release of PacifiCorp issued on February 12, 1996 is incorporated herein by reference. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS c) Exhibit 99. PacifiCorp news release issued February 12, 1996. 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. 4116 PACIFICORP (Registrant) By: RICHARD T. O'BRIEN ______________________ Richard T. O'Brien Sr. Vice President and Chief Financial Officer Date: February 12, 1996 INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGE _______ ___________ ____ 99 PacifiCorp news release issued February 12, 1996.
EX-99 2 EXHIBIT 99 _____________________________________________________________________________ PACIFICORP NEWS RELEASE _____________________________________________________________________________ FOR FURTHER INFORMATION CONTACT: Scott Hibbs (503) 731-2123 FOR IMMEDIATE RELEASE..BUSINESS & FINANCIAL EDITORS.. February 12, 1996 PACIFICORP REPORTS 1995 EARNINGS; PLANS COMMON SHARE OFFERING _____________________________________________________________ PacifiCorp (NYSE: PPW) today reported 1995 earnings on common stock of $466 million or $1.64 per share, compared to $428 million, or $1.51 per share, reported in 1994. Included in 1995 results is an after-tax gain of $37 million, or $0.13 per share, relating to the completion of the sale of the Alaska long-distance operations of the company's telecommunications subsidiary, Pacific Telecom, Inc. (PTI). Fourth quarter 1995 earnings on common stock were $119 million, or $0.42 per share, compared to $116 million, or $0.41 per share, reported for the same quarter a year ago. Fred Buckman, President and Chief Executive Officer, said, "Despite unfavorable market conditions for the company's wholesale and retail industrial business during most of 1995, the company was able to achieve earnings in line with 1994 results, excluding the gain on the sale of PTI's Alaskan long-distance telephone operations. The decline in average wholesale spot-market prices of over 40 percent from 1994 levels, along with cool wet weather for irrigation customers and a decline in oil and gas customer demand, 2 hampered 1995 results. However, the company was able to offset these declines with lower fuel costs by taking advantage of the abundance of low-cost wholesale power in the western market, and income from new long-term wholesale customer contracts." "We are pleased with the continued growth in both electric and telephone customers. The average number of retail electric customers grew by 1.5 percent in 1995, while telephone customer access lines grew by 5 percent, without the effect of acquisitions. We are also now serving 540,000 new customers as a result of our late-1995 acquisition of Powercor Australia Limited, an electric distribution company located in the Australian State of Victoria," Buckman said. In January 1996, the company announced it had signed a letter of intent for an indirect PacifiCorp subsidiary to operate the power plants of the Big Rivers Electric Corporation and to market the surplus output from the 1740 megawatt system located in western Kentucky. "The potential partnership with Big Rivers would represent a significant step in our national power marketing strategy by giving us a base from which to operate in the East," Buckman said. "Managing 1740 megawatts of generation in western Kentucky would allow us to lever our talents and experience in plant operations, fuel management and energy marketing in a new market for the benefit of PacifiCorp shareholders and Big Rivers customers." 3 COMMON SHARE OFFERING PLANNED _____________________________ The company plans to issue and sell 8 million shares of its common stock. The offering, which will be made only by means of a prospectus, is expected to commence in the next few weeks. PacifiCorp stated that the proposed offering is consistent with one of the company's key financial objectives, which is to maintain a balanced capital structure appropriate for an A rated utility in an increasingly competitive market. Copies of the prospectus, when available, may be obtained from the offices of the Company in Portland, Oregon. 4 FULL YEAR 1995 EARNINGS ANALYSIS ELECTRIC OPERATIONS ___________________ REVENUES Total 1995 electric revenues declined $32 million, or 1 percent, from 1994, to $2.6 billion. Retail revenues were down $27 million, or 1 percent, as a result of a 1 percent decline in energy sales. Decreased irrigation sales due to cool, wet weather and a decline in sales to oil and gas customers associated with permanent well closures led to a $29 million decline in industrial revenues. Increased sales associated with a 1.6 percent increase in the average number of residential and commercial customers and increased usage by these customers were offset by the effect of mild weather conditions and the loss of sales associated with the company's Sandpoint, Idaho electric distribution facilities, which were sold in December 1994. Wholesale revenues declined $13 million to $520 million, a 2 percent decrease. Lower short-term and spot market sales prices and volumes reduced wholesale revenues by $30 million and $4 million, respectively. Partially offsetting these declines were new long-term firm sales of $22 million and increases in prices under the company's existing long-term wholesale contracts that added $7 million to revenues. Sales to new wholesale customers include traditional capacity and energy sales, as well as sales of 5 ancillary services. The company's wholesale sales revenue mix for 1995 was 82 percent long-term firm sales and 18 percent short-term and spot market sales. OPERATING EXPENSES Total operating expenses decreased $13 million, or 1 percent, to $1.8 billion. Fuel costs declined $50 million, or 10 percent, due almost entirely to reduced thermal generation of nearly 3.6 million mWh, or 7 percent. Thermal generation was reduced due to the availability of more cost effective resources, including the company's own hydroelectric generation and purchased power. PacifiCorp hydroelectric generation increased by 1.4 million mWh, or 43 percent, as compared to 1994. Depreciation and amortization increased $19 million, or 6 percent, to $320 million as the result of plant additions and increased computer software amortization. Other operating expenses increased $17 million, or 2 percent, from the prior year primarily due to additional pension expense of $24 million (which totaled $57 million for the year), partially offset by lower maintenance expense. EARNINGS CONTRIBUTION 6 Income from operations declined $18 million, or 2 percent, to $801 million. Earnings contribution declined $63 million, or 19 percent, to $276 million. Interest expense increased $48 million, from $264 million in 1994 to $312 million in 1995, due in large part to $28 million of interest associated with an IRS tax settlement for the years 1983 through 1988. Higher interest rates and debt balances in 1995 also contributed to the increase. Income taxes decreased $6 million due to lower pre-tax income, offset in part by an increase in the effective tax rate associated with the reversal of deductions flowed through to retail electric customers in prior years. Income taxes for the year also included $4 million of expense associated with the IRS tax settlement referred to above. TELECOMMUNICATIONS __________________ REVENUES Revenues declined $56 million, or 8 percent, to $649 million. The sale of PTI's Alaskan long-distance operations (Alascom) in August 1995, resulted in a revenue decrease of $150 million, including the $19 million effect of settlement revenues in 1994 relating to past cost study issues. Partially offsetting this decline was $63 million of revenue from the local exchange operations purchased from US WEST during 1995. Increased revenues from PTI's existing local exchange operations and cellular operations also helped offset the loss of Alascom revenues. 7 Exclusive of acquisitions, PTI's local exchange access lines grew 5 percent over 1994. OPERATING EXPENSES Operating expenses declined $57 million, or 11 percent, to $483 million. The sale of Alascom reduced operating expenses by $107 million. Operating expenses of $38 million from the new local exchange operations purchased during 1995 partially offset the decline. EARNINGS CONTRIBUTION Earnings contribution increased $33 million, or 46 percent, to $103 million in 1995. The 1995 earnings contribution includes the gain on the sale of Alascom of $37 million. The 1994 earnings contribution included the gain associated with the settlement of past cost study issues of $8 million. OTHER _____ Earnings contribution from other businesses increased $69 million. Contributing to the increase was a $32 million tax adjustment associated with an IRS settlement for the years 1983 through 1988 referred to above. The earnings contribution from the company's financial services subsidiary increased $27 million. The financial services subsidiary's results in 1994 included valuation and impairment charges of $19 million after-tax. 8 FOURTH QUARTER 1995 EARNINGS ANALYSIS _____________________________________ ELECTRIC OPERATIONS ___________________ REVENUES Fourth quarter revenues increased $5 million, or 1 percent, from the comparable quarter of 1994, to $707 million. Retail revenues declined $11 million, or 2 percent, to $531 million. Residential revenues were down $7 million, or 3 percent, to $206 million, due to average temperatures that were 4 degrees warmer than the fourth quarter of 1994, offset in part by a 1.5 percent increase in the average number of customers. Industrial revenues declined $4 million, or 2 percent, to $169 million, due in large part to permanent oil and gas well closures in Wyoming. Wholesale revenues increased $9 million, or 7 percent, to $150 million. New long-term firm sales added $11 million to wholesale revenues, while increased spot market and short-term firm sales and increased prices under existing long-term firm contracts added $7 million and $ l million, respectively. These increases were offset in part by the $10 million effect of reduced spot market and short- term firm prices. OPERATING EXPENSES Total operating expenses increased $26 million, or 6 percent, to $490 million in the quarter. Fuel expense declined $11 million, 9 or 8 percent, to $120 million. Reduced generation of 935,000 mWh, or 7 percent, primarily resulting from the availability of inexpensive purchased power and hydroelectric generation, accounted for $14 million in reduced expense. PacifiCorp hydroelectric generation increased during the fourth quarter by 413,000 mWh, or 47 percent. Purchased power expense for the fourth quarter of 1995 was up $12 million, or 14 percent, to $97 million from 1994. Power purchases were up 1.5 million mWh, or 68 percent, while average prices for power purchases declined $13.41 per mWh, or 34 percent. Other electric operating expenses increased $21 million, or 12 percent, to $192 million. Additional pension expense of $18 million and accruals for the December 1995, windstorm damage of $4 million contributed to the increase. EARNINGS CONTRIBUTION Earnings contribution at Electric Operations decreased $22 million, or 20 percent, to $85 million. Income from operations decreased $20 million, or 9 percent, to $217 million. The fourth quarter 1994 earnings contribution was benefited by a gain on the sale of the company's Sandpoint, Idaho electric distribution facilities of $6 million pre-tax. Interest expense was up $10 million, or 15 percent, to $74 million primarily as the result of interest on the newly issued subordinated debt, $56 million of which was issued in exchange for approximately 2.2 million shares of the company's $1.98 Series 1992 preferred stock, and a coal 10 royalty assessment settlement reversal in the fourth quarter of 1994. Income tax expense declined $13 million, or 19 percent, to $56 million primarily as the result of decreased pre-tax income. TELECOMMUNICATIONS __________________ REVENUES Telecommunications revenues declined $43 million, or 25 percent, from the fourth quarter of 1994, to $131 million. The sale of Alascom in August 1995, resulted in a revenue decrease of $82 million. Partially offsetting this decline was $27 million of revenues from local exchange operations purchased from US WEST during 1995. Increased revenues from PTI's cellular operations and existing local exchange operations totaling $10 million also helped offset the loss of Alascom revenues. EXPENSES Telecommunications operating expenses declined $43 million, or 32 percent, to $91 million in the fourth quarter of 1995. The sale of Alascom reduced operating expenses by $65 million. Operating expenses of $16 million from the new local exchange operations partially offset the decline. EARNINGS CONTRIBUTION Earnings contribution increased $2 million, or 13 percent, to $18 million primarily due to PacifiCorp's increased ownership. In 11 September 1995, PacifiCorp purchased the outstanding minority shares of PTI. In December 1995, PTI announced the pending acquisition of Minnesota local exchange properties from US WEST. The acquisition, which is expected to be completed in late-1996, would add 26,600 access lines. At year-end 1995, PTI had 530,400 access lines. OTHER _____ Earnings contribution from other businesses increased $22 million. Contribution from the company's financial services business increased $7 million, including $3 million as a result of gains on asset sales. In the fourth quarter of 1994, the company made a $10 million donation to its charitable foundation. 12 PacifiCorp and its Consolidated Subsidiaries Summary Financial Information (In Thousands, Except Per Share Amounts) (Unaudited)
12 Months Ended December 31 $ % 1995 1994 Change Change - -------------------------------------------------------------------------------- REVENUES Electric $ 2,616,100 $ 2,647,800 $ (31,700) (1) Telecommunications 648,600 705,000 (56,400) (8) Other (1) 136,200 153,700 (17,500) (11) -------------------------------------------- TOTAL 3,400,900 3,506,500 (105,600) (3) -------------------------------------------- EXPENSES Electric Fuel 446,600 496,400 (49,800) (10) Purchased power 311,300 310,400 900 - Depreciation and amortization 320,400 301,600 18,800 6 Other 736,900 720,100 16,800 2 -------------------------------------------- TOTAL 1,815,200 1,828,500 (13,300) (1) Telecommunications 483,300 540,300 (57,000) (11) Other (1)(2) 54,600 115,400 (60,800) (53) -------------------------------------------- TOTAL 2,353,100 2,484,200 (131,100) (5) -------------------------------------------- INCOME FROM OPERATIONS Electric 800,900 819,300 (18,400) (2) Telecommunications 165,300 164,700 600 - Other (1)(2) 81,600 38,300 43,300 113 -------------------------------------------- TOTAL 1,047,800 1,022,300 25,500 2 Interest expense (2) 378,700 334,500 44,200 13 Minority interest and other (74,700) (30,000) (44,700) (149) -------------------------------------------- Income before income taxes 743,800 717,800 26,000 4 Income taxes 238,800 249,800 (11,000) (4) -------------------------------------------- NET INCOME $ 505,000 $ 468,000 $ 37,000 8 Preferred dividend requirement 38,700 39,700 (1,000) (3) -------------------------------------------- EARNINGS CONTRIBUTION ON COMMON STOCK (3) Electric $ 276,400 $ 339,800 $ (63,400) (19) Telecommunications 103,000 70,500 32,500 46 Other (1) 86,900 18,000 68,900 * -------------------------------------------- TOTAL $ 466,300 $ 428,300 $ 38,000 9 ============================================ Average common shares outstanding 284,272 282,912 1,360 - EARNINGS PER COMMON SHARE Electric $ 0.97 $ 1.20 $ (0.23) (19) Telecommunications 0.36 0.25 0.11 44 Other (1) 0.31 0.06 0.25 * -------------------------------------------- TOTAL $ 1.64 $ 1.51 $ 0.13 9 ============================================ Dividends paid per common share $ 1.08 $ 1.08 $ - - ============================================ * Not a meaningful number. (See accompanying notes on page 15)
-more- 13 PacifiCorp and its Consolidated Subsidiaries Summary Financial Information (Unaudited)
12 Months Ended December 31 $ % 1995 1994 Change Change - --------------------------------------------------------------------------------- ELECTRIC REVENUES (In thousands) Residential $ 721,900 $ 724,900 $ (3,000) - Commercial 575,900 570,400 5,500 1 Industrial 697,600 726,300 (28,700) (4) Other 29,700 30,700 (1,000) (3) -------------------------------------------- Retail Sales 2,025,100 2,052,300 (27,200) (1) Wholesale sales 520,000 532,700 (12,700) (2) Other 71,000 62,800 8,200 13 -------------------------------------------- TOTAL $ 2,616,100 $ 2,647,800 $ (31,700) (1) ============================================ ENERGY SALES (Millions of kWh) Residential 12,030 12,127 (97) (1) Commercial 10,797 10,645 152 1 Industrial 19,748 20,306 (558) (3) Other 592 623 (31) (5) -------------------------------------------- Retail Sales 43,167 43,701 (534) (1) Wholesale sales 16,376 15,625 751 5 -------------------------------------------- TOTAL 59,543 59,326 217 - ============================================ December December $ % 1995 1994 Change Change -------------------------------------------- CONSOLIDATED CAPITALIZATION Common equity $ 3,633,000 $ 3,460,000 $ 173,000 5 Preferred stock 531,000 586,000 (55,000) (9) Long-term debt and capital lease obligations 4,968,000 3,768,000 1,200,000 32 Short-term debt 1,227,000 551,000 676,000 123 -------------------------------------------- TOTAL $ 10,359,000 $ 8,365,000 $ 1,994,000 24 ============================================ (See accompanying notes on page 15)
-more- 14 PacifiCorp and its Consolidated Subsidiaries Summary Financial Information (In Thousands, Except Per Share Amounts) (Unaudited)
3 Months Ended December 31 $ % 1995 1994 Change Change - --------------------------------------------------------------------------------- REVENUES Electric $ 706,600 $ 701,200 $ 5,400 1 Telecommunications 131,100 174,200 (43,100) (25) Other (1) 51,400 14,700 36,700 * -------------------------------------------- TOTAL 889,100 890,100 (1,000) - -------------------------------------------- EXPENSES Electric Fuel 120,200 131,000 (10,800) (8) Purchased power 96,600 84,700 11,900 14 Depreciation and amortization 80,900 77,000 3,900 5 Other 192,100 171,500 20,600 12 -------------------------------------------- TOTAL 489,800 464,200 25,600 6 Telecommunications 90,600 133,900 (43,300) (32) Other (1)(2) 27,300 11,300 16,000 142 -------------------------------------------- TOTAL 607,700 609,400 (1,700) - -------------------------------------------- INCOME FROM OPERATIONS Electric 216,800 237,000 (20,200) (9) Telecommunications 40,500 40,300 200 - Other (1)(2) 24,100 3,400 20,700 * -------------------------------------------- TOTAL 281,400 280,700 700 - Interest expense (2) 96,500 84,200 12,300 15 Minority interest and other (6,500) 3,700 (10,200) * -------------------------------------------- Income before income taxes 191,400 192,800 (1,400) (1) Income taxes 63,700 66,400 (2,700) (4) -------------------------------------------- NET INCOME $ 127,700 $ 126,400 $ 1,300 1 Preferred dividend requirement 8,300 10,000 (1,700) (17) -------------------------------------------- EARNINGS CONTRIBUTION ON COMMON STOCK (3) Electric $ 85,100 $ 106,600 $ (21,500) (20) Telecommunications 18,000 15,900 2,100 13 Other (1) 16,300 (6,100) 22,400 * -------------------------------------------- TOTAL $ 119,400 $ 116,400 $ 3,000 3 ============================================ Average common shares outstanding 284,277 284,215 62 - EARNINGS PER COMMON SHARE Electric $ 0.30 $ 0.37 $ (0.07) (19) Telecommunications 0.06 0.06 - - Other (1) 0.06 (0.02) 0.08 * -------------------------------------------- TOTAL $ 0.42 $ 0.41 $ 0.01 2 ============================================ Dividends paid per common share $ 0.27 $ 0.27 $ - - ============================================ * Not a meaningful number (See accompanying notes on page 15)
-more- 15 PacifiCorp and its Consolidated Subsidiaries Summary Financial Information (Unaudited)
3 Months Ended December 31 $ % 1995 1994 Change Change - --------------------------------------------------------------------------------- ELECTRIC REVENUES (In thousands) Residential $ 205,800 $ 213,100 $ (7,300) (3) Commercial 148,700 148,800 (100) - Industrial 169,100 172,600 (3,500) (2) Other 7,200 7,600 (400) (5) -------------------------------------------- Retail Sales 530,800 542,100 (11,300) (2) Wholesale sales 149,800 140,400 9,400 7 Other 26,000 18,700 7,300 39 -------------------------------------------- TOTAL $ 706,600 $ 701,200 $ 5,400 1 ============================================ ENERGY SALES (Millions of kWh) Residential 3,368 3,547 (179) (5) Commercial 2,779 2,752 27 1 Industrial 4,746 4,731 15 - Other 145 153 (8) (5) -------------------------------------------- Retail Sales 11,038 11,183 (145) (1) Wholesale sales 5,504 4,311 1,193 28 -------------------------------------------- TOTAL 16,542 15,494 1,048 7 ============================================
(1) Other includes the operations of PacifiCorp Financial Services, Inc. and Pacific Generation Company, as well as the activities of PacifiCorp Holdings, Inc. and beginning in December 1995, Powercor Australia, Ltd. an Australian electricity distributor. (2) Certain amounts from the prior year have been reclassified to conform with the 1995 method of presentation. Finance interest of $12.2 million and $35.7 million in the three and twelve month periods ended December 31, 1994, respectively, was reclassified from operating expenses to interest expense. Reclassifications had no effect on previously reported consolidated net income. (3) Earnings contribution on common stock by segment: (a) Does not reflect elimination for interest on intercompany borrowing arrangements. (b) Includes income taxes on a separate company basis, with any benefit or detriment of consolidation reflected in Other. (c) Amounts are net of preferred dividend requirements and minority interest. ### -----END PRIVACY-ENHANCED MESSAGE-----