Annual Report (Form 10-K), fiscal year 1993

ITEM 1. BUSINESS
THE ORGANIZATION
The Company is an electric utility that conducts a retail electric utility business through two divisions, Pacific Power and Utah Power, and engages in power production and sales on a wholesale basis under the name PacifiCorp. The Company formed PacifiCorp Holdings in 1984 to hold the stock of the Company's principal subsidiaries and to facilitate the conduct of businesses not regulated as electric utilities. The Company's strategic business plan is to strengthen the scope and competitive position of its electric utility and telecommunications operations, and to reduce the size and narrow the scope of its other diversified activities.
Through PacifiCorp Holdings, the Company indirectly owns approximately 87% of Pacific Telecom, a telecommunications company that provides local telephone service and access to the long distance network in Alaska, seven other western states and three midwestern states, intrastate and interstate long distance communication services in Alaska, and cellular mobile telephone services. Pacific Telecom is also engaged in the sale of capacity in and the operation of a submarine fiber optic cable between the United States and Japan.
PacifiCorp Holdings also holds PFS (100%). Consistent with PacifiCorp's strategic plan, PFS plans to continue to sell substantial portions of its loan, leasing and real estate investments over the next several years. PFS presently expects to retain only its tax advantaged investments in leveraged lease assets (primarily aircraft and project finance) and low-income housing projects. In addition, PacifiCorp Holdings owns Pacific Generation Company, which is engaged in the independent power production and cogeneration business. The Company sold NERCO through a merger transaction with a subsidiary of RTZ America, Inc. in June 1993. See "Discontinued Operations."
Note 14 to the Consolidated Financial Statements appended hereto contains information with respect to the revenue and income from operations contributed by each of the Company's industry segments for the past three years and the identifiable assets attributable to each segment at the end of each of those years; this information is incorporated herein by this reference. For the year ended December 31, 1993, 73% of PacifiCorp's revenues from operations were derived from Electric Operations, while Pacific Telecom contributed 21%.
The Company's common stock (symbol PPW) is traded on the New York Stock Exchange and the common stock of Pacific Telecom, Inc. (symbol PTCM) is traded on the national over-the-counter market. The Company's $1.98 No Par Serial Preferred Stock, Series 1992, is traded on the New York Stock Exchange.
ELECTRIC UTILITY OPERATIONS
PacifiCorp conducts its retail electric utility operations as Pacific Power and as Utah Power, and engages in wholesale electric transactions under the name PacifiCorp. Pacific Power and Utah Power are operated as separate divisions providing electric service within their respective service territories. Power production, wholesale sales, fuel supply and administrative functions are managed on a coordinated basis.
SERVICE AREA
Pacific Power serves approximately 736,000 retail customers in service areas aggregating about 71,000 square miles in portions of six western states: Oregon, Wyoming, Washington, Idaho, California and Montana. Its electric service territory is generally rural and suburban and principally agricultural. The existing industrial base is diversified. Pacific Power also provides service to several subregional business centers.
Utah Power provides electric service to about 572,000 retail customers in a service area of approximately 82,000 square miles in portions of Utah and Idaho. The area served has a widely diversified industrial and agricultural economy and an abundance of natural resources.
The geographical distribution of retail electric operating revenues for the year ended December 31, 1993 was Utah, 35.0%; Oregon, 31.8%; Wyoming, 15.4%; Washington, 8.5%; Idaho, 4.8%; California, 2.7%; and Montana, 1.8%.
CUSTOMERS
Electric utility revenues and energy sales, by class of customer, for the three years ended December 31, 1993 were as follows:
Both Pacific Power's and Utah Power's sales are seasonal. Pacific Power's customer demand peaks in the winter months due to space heating requirements. Utah Power's customer demand peaks in the summer when irrigation and cooling systems are heavily used. Many factors affect per customer consumption of electricity. For residential customers, within a given year, weather conditions are the dominant cause of usage variations from normal seasonal patterns. However, the price of electricity is also considered a significant factor.
During 1993, no single retail customer accounted for more than 1.6% of the Company's retail utility revenues and the 20 largest retail customers accounted for 12.6% of total retail electric revenues.
COMPETITION
Although Pacific Power and Utah Power operate as regulated monopolies within their respective service areas, the Company encounters significant competition from both traditional and nontraditional energy suppliers. Competition varies in form and intensity and includes competition from both
utility and nonutility energy suppliers for industrial customers, as well as for wholesale power sales to other utilities; self generation and cogeneration by industrial customers; and substitute energy forms for residential and commercial space heating, cooling and water heating.
In response to this competition, the Company is seeking to remain cost competitive through utilization of its diverse electrical system to increase operating efficiencies in power plant operations and transmission. The Company's combined production and transmission cost in 1991 was one-third lower than the average for investor owned utilities in the western United States according to a study released by a major independent rating agency in July 1993. The Company also seeks to acquire additional low cost resources, minimize price increases and assist its customers in acquiring and implementing energy efficiency measures. Through these efforts, the Company has been able to maintain customer prices that are below the average for the western United States as reported by Edison Electric Institute in 1993. See "Regulation."
The Energy Policy Act of 1992 ("Energy Act") became effective in October 1992. The Energy Act grants the FERC authority to require utilities that own transmission facilities to provide transmission access to other entities. This requirement has not had, nor is expected to have, a material adverse effect on the Company because, as a condition of the FERC's approval of the Merger, the Company is already subject to transmission access requirements similar to those provided for in the Energy Act. The Energy Act also exempts certain independent power producers from the Public Utility Holding Company Act. Over the long term, this provision is expected to increase competition in the industry.
CURRENT POWER AND FUEL SUPPLY
The Company's generating facilities are interconnected through its own transmission lines or by contract through the lines of others. Substantially all generating facilities and reservoirs located within the Pacific Northwest are managed on a coordinated basis to obtain maximum load carrying capability and efficiency.
The Company's transmission system connects with other utilities in the Northwest having low-cost hydroelectric generation and with utilities in California and the Southwest having higher-cost, fossil-fuel generation. In periods of favorable hydro conditions, the Company utilizes lower-cost hydroelectric power to supply a greater portion of its load and attempts to sell its displaced higher-cost thermal generation to other utilities. In periods of less favorable hydro conditions, the Company seeks to sell excess thermal generation to utilities which are more dependent on hydroelectric generation than the Company. During the winter, the Company is able to purchase power from Southwest utilities, either for its own peak requirements or for resale to other Northwest utilities. During the summer, the Company is able to sell excess power to Southwest utilities to assist them in meeting their peak requirements. See "Wholesale Sales and Purchased Power."
The Company owns or has interests in generating plants with an aggregate nameplate rating of 8,348.8 megawatts ("MW") and plant capability of 7,884.5 MW. See "Item 2.



ITEM 2. PROPERTIES
The Company owns 52 hydroelectric generating plants and has an interest in one additional plant, with an aggregate nameplate rating of 1,014.5 MW and plant capability of 1,110.8 MW. It also owns or has interests in 15 thermal-electric generating plants with an aggregate nameplate rating of 7,334.3 MW and plant capability of 6,773.7 MW. In January 1993, a decision was made to cease nuclear operations at the Trojan Plant, in which the Company has a 2.5% interest (30.4 MW). See "Item 1. Business. Electric Utility Operations -- Current Power and Fuel Supply." The following table summarizes the Company's existing generating facilities:
NOTE: Hydroelectric project locations are stated by locality and river watershed.
The Company's generating facilities are interconnected through its own transmission lines or by contract through the lines of others. Substantially all generating facilities and reservoirs located within the Pacific Northwest region are managed on a coordinated basis to obtain maximum load carrying capability and efficiency. Portions of the Company's transmission and distribution systems are located, by franchise or permit, upon public lands, roads and streets and, by easement or license, upon the lands of others.
Substantially all of the Company's electric utility plants are subject to the liens of the Company's Mortgages and Deeds of Trust.
The following table describes the Company's recoverable coal reserves as of December 31, 1993. All coal reserves are dedicated to nearby generating plants. Recoverability by surface mining methods typically ranges between 90% and 95%. Recoverability by underground mining techniques ranges from 50% to 70%. The Company considers that the respective reserves assigned to the Centralia, Craig, Dave Johnston, Huntington, Hunter and Jim Bridger plants, together with coal available under both long-term and short-term contracts with external suppliers, will be sufficient to provide these plants with fuel that meets the Clean Air Act standards effective in 1995, for their current economically useful lives. The sulfur content of the reserves ranges from 0.43% to 0.84% and the BTU value per pound of the reserves ranges from 7,600 to 11,400. Reserve estimates are subject to adjustment as a result of the development of additional data, new mining technology and changes in regulation and economic factors affecting the utilization of such reserves.
Most of the Company's coal reserves are held pursuant to leases from the federal government through the BLM and from certain states and private parties. The leases generally have multi-year terms that may be renewed or extended and require payment of rentals and royalties. In addition, federal and state regulations require that comprehensive environmental protection and reclamation standards be met during the course of mining operations and upon completion of mining activities. In 1993, the Company expended $3.2 million of reclamation costs and accrued $5.4 million of estimated final mining reclamation costs. Final mine reclamation funds have been established with respect to certain of the Company's mining properties. At December 31, 1993, the Company's pro rata portion of these reclamation funds totalled $20 million and the Company had an accrued reclamation liability of $96 million at December 31, 1993.
For a description of the properties of Pacific Telecom and PFS, see "Item 1. Business" and "Item 2. Properties" of the Annual Reports on Form 10-K of Pacific Telecom, Inc. and PacifiCorp Financial Services, Inc. for the year ended December 31, 1993; such information is incorporated herein by this reference.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are parties to various legal claims, actions and complaints, certain of which are described below. Although it is impossible to predict with certainty whether or not the Company and its subsidiaries will ultimately be successful in its legal proceedings or, if not, what the impact might be, management believes that disposition of these matters will not have a material adverse effect on the Company's consolidated results of operations.
The Company is a defendant in BONNEVILLE POWER ADMINISTRATION V. WASHINGTON PUBLIC POWER SUPPLY SYSTEM, ET AL. (formerly styled WASHINGTON PUBLIC POWER SUPPLY SYSTEM V. ALDER MUTUAL LIGHT COMPANY, ET AL.) (United States District Court, Western District of Washington, filed October 26, 1982), a case initially filed by the Washington Public Power Supply System, a joint operating agency of public utility district organizations and other public bodies ("Supply System"), to obtain a judgment declaring the proper formula to allocate common costs of Supply System Units 1, 3, 4 and 5. The Company, a 10% owner of Unit 3, subsequently asserted in this proceeding that the Unit 3 Ownership Agreement had been breached or that its purpose had been frustrated, and that the Company was excused from further obligation under the Ownership Agreement and was entitled to recover its investment. On September 17, 1985, the Company and the other private utility owners of Unit 3 executed agreements with BPA and the Supply System to settle the Unit 3 dispute and requested that the court dismiss the claims relating to that dispute. A number of public utilities in Washington opposed the settlement and filed claims alleging that the settlement was illegal. In May 1989, most of the parties entered into an agreement under which the challenges to the settlement agreements were dismissed. A trustee for certain Supply System bondholders is continuing to pursue the cost sharing claims. On October 5, 1990, the court issued an order ruling that costs appeared to have been misallocated and granting the trustee's request for an accounting. In February 1992, the Ninth Circuit Court of Appeals reversed the trial court's order and remanded the case for further proceedings.
In November 1991, former shareholders of American Network, Inc. ("AmNet") filed a third amended complaint against Pacific Telecom and others, suing individually and also derivatively on behalf of AmNet for damages allegedly arising out of the acquisition of AmNet by United States Transamerica Systems, Inc. ("USTS"), a subsidiary of ITT Corporation, in 1988 and various alleged actions in connection with certain transactions that occurred in 1984 and 1986 between AmNet or its subsidiaries and Pacific Telecom or between AmNet and other parties. (LOEWEN, ET AL. V. GALLIGAN, ET AL., Circuit Court for the State of Oregon, County of Multnomah; United States District Court, District of Oregon.) At the time of the acquisition by USTS, Pacific Telecom owned 36.4% of the common shares of AmNet. The third amended complaint revised the plaintiffs' 1984 and 1986 fraud claims and changed the plaintiffs under all claims. As a result, differing plaintiff groups are now suing Pacific Telecom and other defendants for state securities and common law fraud allegedly committed in 1984, 1986 and 1988, and four plaintiffs are suing Pacific Telecom alone for breach of an alleged promise to provide financial support to AmNet in 1984. Plaintiffs seek to recover damages from Pacific Telecom in the amount of plaintiffs' lost investments, plaintiffs' costs, disbursements and reasonable attorney fees, and punitive damages of $100,000,000. On August 19, 1992, the court granted defendants' motions for summary judgment against all claims in the third amended complaint. Judgment in favor of defendants was entered on November 23, 1992 and plaintiffs' appeal to the Oregon Court of Appeals is pending.
A class action complaint was filed against Equitec Financial Group, Inc. ("Equitec"), certain of its subsidiaries and former directors and officers, as well as the Company, PacifiCorp Holdings and PacifiCorp Financial Services. (DUVAL, ET AL. V. GLEASON, ET AL., Alameda County Superior Court, filed August 16, 1989). PacifiCorp Holdings acquired an interest in Equitec in December 1987 and owns approximately 49% of Equitec's stock. The complaint, as amended, was filed on behalf of the limited partners in twelve real estate limited partnerships sponsored by Equitec during the 1980-1988 period, and alleges fraud and breach of fiduciary duty by the defendants in connection with the public offering
and management of the real estate partnerships. Plaintiffs seek an unspecified amount of compensatory and punitive damages, an accounting of transactions entered into by the partnerships and rescission of the purchase of their partnership interests. The PacifiCorp defendants filed a demurrer to the amended complaint, which was allowed with prejudice and without further leave to amend.
The plaintiffs in the DUVAL case have also filed two actions in the federal district court for the Northern District of California alleging fraud under the federal securities laws in connection with the sale of interests in the same partnerships. (SPENCER, ET AL. V. GLEASON, ET AL. and DUVAL, ET AL. V. GLEASON, ET AL., United States District Court for the Northern District of California.) The PacifiCorp defendants filed answers in the federal proceedings denying any liability. The PacifiCorp defendants also filed a motion to dismiss all of plaintiffs' remaining claims. This motion was heard by the court on November 12, 1993 and is pending.
The Company, PacifiCorp Holdings and PacifiCorp Financial Services are also among the defendants in a consolidated class action filed by certain limited partners in Equitec partnerships alleging violations of the securities laws in connection with the roll-up of the partnerships into a master limited partnership. (IN RE EQUITEC ROLL-UP LITIGATION, United States District Court for the Northern District of California.) The case was consolidated for trial with a similar suit brought by individuals who opted out of the class certified in the class action. (AABERG, ET AL. V. EQUITEC FINANCIAL GROUP, INC. ET AL., United States District Court for the Northern District of California.) The court granted the PacifiCorp defendants' motion for judgment as a matter of law on February 8, 1994.
In August 1992, Equitec and certain of its subsidiaries filed a complaint against the Company, PacifiCorp Holdings, PacifiCorp Financial Services, certain other subsidiaries of the Company, and certain current and former directors and officers of the Company or its subsidiaries. (EQUITEC, ET AL. V. PACIFICORP, ET AL., Superior Court of California for Alameda County.) The complaint asserted claims arising out of PacifiCorp Holding's acquisition of an interest in Equitec in December 1987, and its continued ownership of approximately 49% of Equitec's stock. The parties negotiated a settlement agreement, and the court dismissed this action with prejudice on November 29, 1993.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No information is required to be reported pursuant to this item.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a list of all executive officers of the Company. There are no family relationships among the executive officers. Officers are normally elected annually.
MEMBERS OF CORPORATE POLICY GROUP
Frederick W. Buckman, born March 9, 1946, President and Chief Executive Officer of the Company
Mr. Buckman was elected President and Chief Executive Officer of the Company effective February 1, 1994 and became a director of the Company and PacifiCorp Holdings, Inc. in February 1994. He formerly served as President and Chief Executive Officer of Consumers Power Company, Jackson, Michigan, from 1992 to 1994 and as President and Chief Operating Officer of Consumers Power Company from 1988 to 1991.
William J. Glasgow, born September 29, 1946, Senior Vice President and Chief Financial Officer of the Company, President, Chief Executive Officer and Director of PacifiCorp Holdings, Inc., Chairman and Chief Executive Officer of PacifiCorp Financial Services, Inc.
Mr. Glasgow was elected Senior Vice President of the Company in February 1992 and became Chief Financial Officer in June 1993. He served as Chairman, President and Chief Executive Officer of PacifiCorp Financial Services, Inc. from July 1989 to April 1993 and continues as Chairman and Chief Executive Officer. He became President and Chief Executive Officer of PacifiCorp Holdings, Inc. in June 1993. He was President and General Manager of that company since February 1992.
Paul G. Lorenzini, born April 16, 1942, President of Pacific Power
Mr. Lorenzini was elected President of Pacific Power effective January 31, 1992. He had served as Executive Vice President of Pacific Power since January 1989 and as Vice President since July 1987.
Charles E. Robinson, born December 3, 1933, Chairman, President and Chief Executive Officer of Pacific Telecom, Inc. and Chairman, President and Director of Alascom, Inc.
Mr. Robinson was elected Chairman of Pacific Telecom, Inc. in February 1989. He has been serving as Chief Executive Officer since April 1985 and served as President from April 1985 to October 1990. He resumed the role of President on December 31, 1992. He served as Director, President and Chief Operating Officer of Pacific Telecom, Inc. from April 1982 to April 1985.
Verl R. Topham, born August 25, 1934, President of Utah Power
Mr. Topham became President of Utah Power in February 1990. He had served as Executive Vice President of Electric Operations since May 1989, as well as Executive Vice President of Utah Power since January 1989, and Senior Vice President, Chief Financial Officer, Commercial Manager and Director of Utah Power since 1984.
OTHER PACIFICORP EXECUTIVE OFFICERS
Jacqueline S. Bell, born November 17, 1941, Controller of the Company, PacifiCorp Holdings, Inc. and PacifiCorp Financial Services, Inc.
Ms. Bell became Controller of the Company in June 1989, of PacifiCorp Holdings, Inc. in June 1989 and of PacifiCorp Financial Services, Inc. in October 1993. She had been Manager, Corporate Accounting and Reporting since 1984.
John A. Bohling, born June 23, 1943, Senior Vice President of the Company
Mr. Bohling was elected Senior Vice President of the Company in February 1993. He served as Executive Vice President of Pacific Power since September 1991, Senior Vice President of Utah Power since February 1990, as Vice President of Utah Power since January 1989 and Assistant Vice President, Commercial Operations since 1985.
Shelley R. Faigle, born June 8, 1951, Senior Vice President of the Company
Ms. Faigle was elected Senior Vice President of the Company in November 1993. She had previously served as Vice President since February 1992, as Vice President of Pacific Power since 1989 and as Assistant Vice President of Utah Power since 1986.
Harry A. Haycock, born May 6, 1935, Senior Vice President of the Company
Mr. Haycock was elected Senior Vice President of the Company in February 1992. He had served as Executive Vice President of Electric Operations since December 1990, as Senior Vice President of Utah Power since January 1989 and as Vice President of Utah Power since 1981.
Thomas J. Imeson, born March 20, 1950, Vice President of the Company
Mr. Imeson was elected Vice President of the Company in February 1992. He had served as Vice President of Electric Operations since 1990. He had previously served as Chief of Staff for Oregon Governor Neil Goldschmidt since 1987. He was Federal Affairs Manager for Pacific Power during 1985 and 1986.
Robert F. Lanz, born October 30, 1942, Vice President of the Company
Mr. Lanz was elected Vice President of the Company in 1980. He served as Treasurer of the Company from June 1984 to December 1993.
Sally A. Nofziger, born July 5, 1936, Vice President and Corporate Secretary of the Company, Secretary of PacifiCorp Holdings, Inc. and PacifiCorp Financial Services, Inc.
Mrs. Nofziger was elected Vice President of the Company in 1989 and has been Corporate Secretary since 1983.
Richard T. O'Brien, born March 20, 1954, Vice President of the Company
Mr. O'Brien was elected Vice President of the Company in August 1993. He had previously served as Senior Vice President, Treasurer and Chief Financial Officer of NERCO, Inc., a former subsidiary of the Company, during 1992 and 1993 and Vice President and Treasurer of NERCO from 1989 to 1992.
William E. Peressini, born May 23, 1956, Treasurer of the Company
Mr. Peressini was elected Treasurer of the Company in January 1994. Prior to his election at PacifiCorp, he served as Executive Vice President of PacifiCorp Financial Services, Inc. from January 1992 and as Senior Vice President and Chief Financial Officer of that company since 1989.
Daniel L. Spalding, born December 23, 1953, Senior Vice President of the Company and Vice President of PacifiCorp Holdings, Inc.
Mr. Spalding was elected Senior Vice President of the Company in February 1992. He had previously served as Vice President since October 1987.
Dennis P. Steinberg, born December 5, 1946, Vice President of the Company
Mr. Steinberg was elected Vice President of the Company in February 1992. He had previously served as Vice President of Electric Operations since August 1990, and has held various positions in power resource planning since joining the Company in 1978.
OTHER EXECUTIVE OFFICERS OF UTAH POWER
John E. Mooney, born March 9, 1937, Executive Vice President of Utah Power
Mr. Mooney was elected Executive Vice President of Utah Power in September 1991. He had previously served as Vice President of Pacific Power since August 1990 and as Assistant Vice President since 1985.
OTHER EXECUTIVE OFFICERS OF PACIFIC POWER
Diana E. Snowden, born October 29, 1947, Senior Vice President of Pacific Power
Ms. Snowden was elected Senior Vice President of Pacific Power in May 1993. She had served as Vice President of Pacific Power since 1986.
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item is included under "Summary Information" and "Quarterly Financial Data" on pages 20 and 53 of the Company's Annual Report to Shareholders and is incorporated herein by this reference.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is included under "Summary Information" and "Financing Activities" on pages 20 and 26 of the Company's Annual Report to Shareholders and is incorporated herein by this reference.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item is included under "Summary Information," "Liquidity and Capital Resources," "Electric Operations," "Telecommunications," "Other" and "Discontinued Operations" on pages 20 through 35 of the Company's Annual Report to Shareholders and is incorporated herein by this reference.
ITEM 8.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by this reference from the Company's Annual Report to Shareholders or filed with this Report as listed in Item 14 hereof.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
No information is required to be reported pursuant to this item.
PART III
ITEM 10.



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to the Company's directors is incorporated herein by this reference to "Election of Directors" in the Proxy Statement for the 1994 Annual Meeting of Shareholders. The information required by this item with respect to the Company's executive officers is set forth in Part I of this report under Item 4A. The information required by this item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by this reference to "Compliance within Section 16(a) of the Securities Exchange Act of 1934" in the Proxy Statement next for the 1994 Annual Meeting of Shareholders.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by this reference to "Executive Compensation" in the Proxy Statement for the 1994 Annual Meeting of Shareholders.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by this reference to "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement for the 1994 Annual Meeting of Shareholders.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by this reference to "Director Compensation and Certain Transactions" in the Proxy Statement for the 1994 Annual Meeting of Shareholders.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
3. Exhibits:
(b) Reports on Form 8-K.
On Form 8-K dated October 29, 1993, under "Item 5. Other Events," the Company filed a press release reporting financial results for the three and nine-months ended September 30, 1993.
On Form 8-K dated November 19, 1993, under "Item 5. Other Events," the Company filed a press release issued by Pacific Telecom, Inc., reporting Pacific Telecom's sale of its shares of common stock of IDB Communications Group, Inc.
On Form 8-K dated January 18, 1994, under "Item 5. Other Events," the Company filed a press release reporting certain actions taken at its Board of Directors meeting held on January 17, 1994.
(c) See (a) 3. above.
(d) See (a) 2. above.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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
By /s/ FREDERICK W. BUCKMAN
----------------------------------- Frederick W. Buckman (PRESIDENT) Date: March 30, 1994
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
INDEPENDENT AUDITORS' REPORT
PacifiCorp:
We have audited the consolidated financial statements of PacifiCorp and subsidiaries as of December 31, 1993 and 1992, and for each of the three years in the period ended December 31, 1993, and have issued our report thereon dated February 18, 1994 (which expresses an unqualified opinion and includes an explanatory paragraph relating to changes adopted in accounting for income taxes and other postretirement benefits); such consolidated financial statements and report are included in your 1993 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedules of PacifiCorp and subsidiaries, listed in Item 14. These consolidated financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE
Portland, Oregon February 18, 1994
PACIFICORP SCHEDULE II -- AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES (MILLIONS OF DOLLARS)
PACIFICORP SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
YEAR ENDED DECEMBER 31, 1992 (MILLIONS OF DOLLARS)
PACIFICORP SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
YEAR ENDED DECEMBER 31, 1992 (MILLIONS OF DOLLARS)
PACIFICORP SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
YEAR ENDED DECEMBER 31, 1991 (MILLIONS OF DOLLARS)
PACIFICORP SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT YEAR ENDED DECEMBER 31, 1993 (MILLIONS OF DOLLARS)
PACIFICORP SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT YEAR ENDED DECEMBER 31, 1992 (MILLIONS OF DOLLARS)
PACIFICORP SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT YEAR ENDED DECEMBER 31, 1991 (MILLIONS OF DOLLARS)
PACIFICORP SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS THREE YEARS ENDED DECEMBER 31, 1993 (MILLIONS OF DOLLARS)
PACIFICORP SCHEDULE IX -- SHORT-TERM BORROWINGS THREE YEARS ENDED DECEMBER 31, 1993 (MILLIONS OF DOLLARS)
PACIFICORP SCHEDULE X -- SUPPLEMENTARY INCOME STATEMENT INFORMATION THREE YEARS ENDED DECEMBER 31, 1993 (MILLIONS OF DOLLARS)
Maintenance and depreciation and amortization expenses are disclosed separately in the consolidated financial statements. Royalty expense is included in operations expense. Depreciation and amortization of intangible assets is included in depreciation and amortization expense. Advertising costs are not material.
EXHIBIT (12) PACIFICORP STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (IN MILLIONS OF DOLLARS)
S-1
EXHIBIT (21)
SUBSIDIARIES OF THE COMPANY
PacifiCorp Holdings, Inc., a wholly-owned subsidiary of the Company and a Delaware corporation, has the following subsidiaries:
Pacific Telecom, Inc., an 87% owned subsidiary of PacifiCorp Holdings, Inc., and a Washington corporation, has the following subsidiaries:
S-2
S-3
The Company also has the following subsidiaries:
S-4
INDEX TO EXHIBITS