SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------
FORM U5S
ANNUAL REPORT
For the Fiscal Year Ended March 31, 2002
Filed pursuant to the Public Utility Holding Company Act of 1935
by
Scottish Power plc
1 Atlantic Quay
Glasgow G2 8SP
Scotland UK
Scottish Power plc
FORM U5S
2002
TABLE OF CONTENTS
ITEM PAGE NUMBER
1. System Companies and Investments Therein as of March 31, 2002 ..... 3
2. Acquisitions or Sales of Utility Assets ........................... 3
3. Issue, Sale, Pledge, Guarantee or Assumptions of System Securities 3
4. Acquisition, Redemption or Retirement of System Securities ........ 3
5. Investments in Securities of Nonsystem Companies .................. 4
6. Officers and Directors ............................................ 4
7. Contributions and Public Relations ................................ 20
8. Service, Sales and Construction Contracts ......................... 20
9. Wholesale Generators and Foreign Utility Companies ................ 20
10. Financial Statements and Exhibits ................................. Form SE
2
ITEMS
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF March 31, 2002.
See Attachment 1
ITEM 2. ACQUISITION OR SALES OF UTILITY ASSETS.
Excluding transactions reported in a certificate filed pursuant to Rule 24,
provide a brief description of acquisitions or sales, if any, by each system
company, of utility plant in service or under construction of any electric
utility company or retail gas utility company for the production, transmission
or distribution of electric energy or distribution of natural or manufactured
gas, stating the name of the system company (both system companies if the
transfer is within the system), the consideration, a brief description of the
transaction, the location and the exemption claimed for transactions which have
the effect of adding or disposing of a discrete territory separately served or
to be served at retail by another utility company, cooperative or government (as
defined in Section 2(c) of the Act), and transactions which involve a
consideration of more than one million dollars including reasonably estimated
completion costs incurred or eliminated by transfer of facilities under
construction. Other transactions need not be identified.
PacifiCorp's Hermiston distribution facilities were transferred to the
City of Hermiston on October 1, 2001. The transfer comprised about 1,700 poles
that were part of the city limits as they existed on June 23, 1999, but no
facilities, equipment or personnel were transferred. The purchase price for
these assets was $8,064,879.00 and was approved by the Oregon Public Utilities
Commission, Docket No. UP 187, on September 26, 2001. The exemption claimed is
Rule 44 b.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES.
December 2001 First Mortgage Bond Issuances and Supplemental Indenture - See
Form U6B-2 filed November 30, 2001, File No. 040-00485.
ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES.
Fiscal Year 2002
----------------------- ------------------ ----------------- ----------------- ---------- --------------- ----------------
Investment Name of No. of Shares Consid. % voting Book Author./
Acquiring/ Principal Value Exemption
Redeeming Company Amount (pound)-$
(pound) or $
----------------------- ------------------ ----------------- ----------------- ---------- --------------- ----------------
ScottishPower Scottish Power 100 (pound)100 100% 7,388,000 FUCO activity
Overseas Holdings plc -10,343,200 Section 33
Limited
----------------------- ------------------ ----------------- ----------------- ---------- --------------- ----------------
Core Utility SP Power Systems 1,000,000 (pound)1,000,000 50% 1,000,000 - FUCO activity
Solutions Limited Limited 1,400,000 under Section
33
----------------------- ------------------ ----------------- ----------------- ---------- --------------- ----------------
----------------------- ------------------ ----------------- ----------------- ---------- --------------- ----------------
PacifiCorp $7.48 No PacifiCorp 75,000 $7,500,000 N/A $7,500,000 Rule 42
Par Serial Preferred
Stock
----------------------- ------------------ ----------------- ----------------- ---------- --------------- ----------------
3
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES.
----------------------- ------------------- ---------------- ------------------ ----------- ------------------
Investment Owner No. of Principal % voting Book Value
Ordinary Shares Amount (pound) (pound)-$
----------------------- ------------------- ---------------- ------------------ ----------- ------------------
N.E.S.T. Makers Scottish Energy 22,500 22,500 50 22,500 -31,500
Limited Retail Limited
----------------------- ------------------- ---------------- ------------------ ----------- ------------------
Selectus-online Scottish Power UK 25 25 25% 25 - 35
Limited plc
----------------------- ------------------- ---------------- ------------------ ----------- ------------------
Roboscot (38) Limited Scottish Power Uk 8,000,000 8,000,000 50% 8,000,000 -
plc 11,200,000
----------------------- ------------------- ---------------- ------------------ ----------- ------------------
ITEM 6. OFFICERS AND DIRECTORS.
PART I.
The following are the abbreviations to be used for principal business address
and positions.
Position Code
Director D
President P
Chief Executive Officer CEO
Chief Financial Officer CFO
Chief Accounting Officer CAO
Chief Information Officer CIO
Chief Production Officer CPO
Senior Executive Vice President SEVP
Executive Vice President EVP
Senior Vice President SVP
Financial Vice President FVP
Vice President VP
Controller/Comptroller C
Counsel L
Secretary S
Assistant Secretary AS
Treasurer T
Assistant Treasurer AT
General Manager GM
Managing Director MD
Commissioner M
4
-------------------------------- ----------------------------------- ---------
Name and Principal Address Title Code
-------------------------------- ----------------------------------- ---------
SCOTTISHPOWER EXECUTIVE
DIRECTORS
-------------------------------- ----------------------------------- ---------
Ian M. Russell Chief Executive Officer CEO
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Charles Berry Executive Director UK D
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
David Nish Finance Director CFO
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Ken Vowles Executive Director International D
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
SCOTTISHPOWER
NON-EXECUTIVE
DIRECTORS
-------------------------------- ----------------------------------- ---------
Charles Miller Smith Chairman D
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Euan Baird Non-executive Director D
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Mair Barnes Non-executive Director D
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Philip Carroll Non-executive Director D
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Sir Peter Gregson Non-executive Director D
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Nolan Karras Non-executive Director D
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Allan Leighton Non-executive Director D
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Ewen Macpherson Non-executive Director D
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
SCOTTISHPOWER
OFFICERS
-------------------------------- ----------------------------------- ---------
Julian Brown Group Director, Strategy -
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Dominic Fry Group Director, Corporate -
1 Atlantic Quay Communications
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Ronnie Mercer Group Director, Infrastructure -
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
5
-------------------------------- ----------------------------------- ---------
Andrew Mitchell Company Secretary S
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
James Stanley Group Director, Legal L
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Adrian Coats Group Director of Treasury T
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Terry Hudgens President and CEO PacifiCorp Power P/CEO
825 NE Multnomah Marketing
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
-------------------------------- ----------------------------------- ---------
PACIFICORP
OFFICERS
-------------------------------- ----------------------------------- ---------
Judith A. Johansen President and CEO - PacifiCorp P/CEO
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
William D. Landels Executive Vice President - PacifiCo EVP
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Andrew N. MacRitchie Executive Vice President - PacifiCo EVP
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Matthew R. Wright Executive Vice President - PacifiCo EVP
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Michael J. Pittman Senior Vice President - PacifiCorp SVP
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Donald N. Furman Senior Vice President - PacifiCorp SVP
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Andrew P. Haller Senior Vice President, General SVP-L-S
825 NE Multnomah Counsel and Corporate
Suite 2000 Secretary - PacifiCorp
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
6
-------------------------------- ----------------------------------- ---------
Robert A. Klein Senior Vice President - PacifiCorp SVP
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Robert A. Moir Senior Vice President - PacifiCorp SVP
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Richard A. Walje Senior Vice President - PacifiCorp SVP
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Barry G. Cunningham Senior Vice President - PacifiCorp SVP
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Geoffrey O. Huggins Vice President - PacifiCorp VP
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Donald D. Larson Vice President - PacifiCorp VP
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Stan K. Watters Vice President - PacifiCorp VP
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Ernest E. Wessman Vice President - PacifiCorp VP
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Bruce N. Williams Treasurer - PacifiCorp T
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Michael G. Jenkins Assistant Secretary- PacifiCorp AS
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Alexander D. Tait Assistant Secretary - PacifiCorp AS
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
7
-------------------------------- ----------------------------------- ---------
Larry O. Martin Assistant Secretary - PacifiCorp AS
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Jeffery B. Erb Assistant Secretary - PacifiCorp AS
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Tanya S. Sacks Assistant Treasurer - PacifiCorp AT
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
PACIFICORP
DIRECTORS
-------------------------------- ----------------------------------- ---------
Ian M. Russell Chairman D
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
Judith A. Johansen
825 NE Multnomah Director D
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
William D. Landels Director D
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Andrew N. MacRitchie Director D
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Matthew R. Wright Director D
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Michael J. Pittman Director D
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
A. Richard Walje Director D
825 NE Multnomah
Suite 2000
Portland
Oregon 97232
-------------------------------- ----------------------------------- ---------
Nolan E. Karras Director D
4695 South 1900 West
#3
Roy, Utah 84067
-------------------------------- ----------------------------------- ---------
Keith R. McKennon Director D
1 Atlantic Quay
Glasgow G2 8SP
-------------------------------- ----------------------------------- ---------
8
ITEM 6. OFFICERS AND DIRECTORS (CONT'D).
Part II. Financial Connections.
---------------------------- --------------------------------- ---------------------------- -----------------
Name Name and Location of Financial Position held in Financial Applicable
Institution Institution Exemption Rule
---------------------------- --------------------------------- ---------------------------- -----------------
Charles Miller Smith Goldman Sachs - UK Adviser Rule 70
---------------------------- --------------------------------- ---------------------------- -----------------
Nolan Karras Beneficial Life Insurance Non-executive Director Rule 70
Company and American General
Savings Bank, both of USA
---------------------------- --------------------------------- ---------------------------- -----------------
Ewen Macpherson Merrill Lynch New Energy Chairman Rule 70
Technology plc, UK
Foreign & Colonial Investment
Trust plc, Pantheon Non-executive Director
International Participations
plc, and Sussex Place
Investment Management Limited,
all of the UK
---------------------------- --------------------------------- ---------------------------- -----------------
ITEM 6. EXECUTIVE COMPENSATION - PART III.
(a) Summary Compensation Tables. The following tables set forth information
concerning any Chief Executive Officer and the four most highly compensated
executive officers for ScottishPower and PacifiCorp as of March 31, 2002, as
defined by the Securities and Exchange Commission.
Key terms used in this Item will have the following meanings:-
ESP ................ Employee Savings Plan
ESOP ............... Employee Stock Ownership Plan
SBP ................ Supplemental Benefit Plan
ERISA .............. Employee Retirement Income Security Act of 1974
9
PacifiCorp
Summary Compensation Tables Listed Below
----------------------------------------
Annual
Compensation(a) Long-Term Compensation
--------------- ----------------------
Restricted Securities LTIP ScottishPower All Other
Salary Bonus Stock Underlying Payout Performance Compensation
Name and Principal Position Year (b) (c) Awards(d) Options(e) (f) Share(g) (h)
--------------------------- ---- --- --- --------- ---------- --- -------- ---
Judith A. Johansen 2002 $360,501 $ 12,902 $141,683 57,350 $ - - $ 11,707
President and Chief 2001 110,834 150,000 131,138 57,350 - - 3,169
Executive Officer 2000 - - - - - - -
Alan V. Richardson 2002 860,832 - - - - 50,223 531,260
Former President and 2001 792,330 - - - - 25,384 368
Chief 2000 190,566 160,500 - - - 18,994 -
Executive Officer
2002 299,425 8,392 112,768 56,800 23,644 - 10,524
Andrew P. Haller 2001 86,042 110,000 104,375 56,800 - - 2,917
Senior Vice President, 2000 - - - - - - -
General Counsel and
Corporate Secretary
2002 275,167 150,008 53,203 13,500 - - 20,449
Michael J. Pittman 2001 249,749 - - - - - 12,813
Senior Vice President 2000 244,250 228,853 72,881 1 21,707 - - 24,173
2002 240,375 128,854 53,203 14,000 12,222 - 19,606
A. Richard Walje 2001 214,002 - - - 13,729 - 15,724
Senior Vice President 2000 214,341 281,184 72,772 1 09,329 11,717 - 22,438
2002 234,393 113,737 43,951 13,000 - - 18,459
Donald N. Furman 2001 208,004 20,000 - - - - 29,640
Senior Vice President 2000 208,337 163,480 60,116 83,000 - - 17,464
2002 255,521 163,361 130,117 - - - 174,194
Karen Clark 2001 327,500 150,000 - - - - 12,941
Former Senior Vice 2000 61,818 100,000 142,379 - - - 2,365
President and Chief
Financial Officer
----------
(a) May include amounts deferred pursuant to the Compensation Reduction Plan,
under which key executives and directors may defer receipt of cash compensation
until retirement or a preset future date. Amounts deferred are invested in
ScottishPower ADS or a cash account on which interest is paid at a rate equal to
the Moody's Intermediate Corporate Bond Yield for AA rated Public Utility Bonds.
(b) Includes amounts paid to executive officers in the form of international
assignment benefits, including foreign housing allowances. These amounts were
$541,332, $424,830 and $65,273 for Mr. Richardson for 2002, 2001 and 2000,
respectively.
(c) Refer to the Board Report on Executive Compensation for a description of
PacifiCorp's Annual Incentive Plan. Incentive amounts are reported for the year
in which they were received by the executive officers. Amounts in this column
for 2002 include a retention bonus in the amount of $125,610, $104,000, and
$90,000 for Messrs. Pittman, Walje, and Furman, respectively. Amounts in this
column for 2001 include special bonuses and hire-on bonuses. These amounts are
$150,000, $150,000, $20,000, and $110,000 for Ms. Johansen, Ms. Clark and
Messrs. Furman and Haller, respectively. Amounts in this column for 2000
included a special bonus that was paid upon the closure of the Merger with
ScottishPower. These amounts were $46,500 and $125,000 for Messrs. Richardson
and Pittman, respectively. In 2000, Ms. Clark received a hire on bonus of
$100,000.
(d) Awards are restricted stock grants made in January and April of 2001 and
February 2000 pursuant to the Stock Incentive Plan. In general, restricted stock
awards vest over a four-year period from the date of grant, subject to
compliance with the stock ownership and other terms of the grant. On March 31,
2002, the aggregate value of all restricted stock holdings, based on the market
value of ScottishPower ADS at March 31, 2002, without giving effect to the
diminution of value attributed to the restrictions on such stock, and the
aggregate number of restricted share holdings of Ms. Johansen, Ms. Clark and
Messrs. Pittman, Walje, Furman and Haller were $175,359, $0, $66,319, $70,041,
$53,906 and $139,571, respectively. Regular quarterly dividends are paid on the
restricted stock. Participants may defer receipt of restricted stock awards to
their stock accounts under the Compensation Reduction Plan.
(e) Amounts shown for 2000 include a retention stock option award for Messrs.
Pittman, Walje and Furman covering 108,207, 95,329, and 70,000 ScottishPower
ADS, respectively.
(f) Represents the restricted stock shares that vested and were distributed to
the named officer.
(g) Represents the number of ScottishPower ordinary performance shares
contingently granted in 2002, 2001 and 2000 that can be earned under the terms
of the ScottishPower Long Term Incentive Plan.
(h) Amounts shown for the year ended March 31, 2002 include:
10
(i) During 2002, Mr. Richardson purchased 279 shares under the
ScottishPower Employee Share Ownership Plan ("ESOP"). Under the terms of
the plan, ScottishPower matches the number of shares bought by the
individual. The value of the 279 shares bought by ScottishPower, for Mr.
Richardson, was $1,793.
(ii) Includes benefits-in-kind totaling $1,086 and an additional payment of
$528,381 according to the terms of Mr. Richardson's contract.
(iii) Company contributions to the PacifiCorp K Plus Employee Savings
and Stock Ownership Plan for each of Ms. Johansen, Ms. Clark and
Messrs. Pittman, Walje, Furman and Haller, were $2,199, $9,559,
$11,057, $10,273, $9,292, and $1,191, respectively.
(iv) Portions of premiums on term life insurance policies that
PacifiCorp paid for Ms. Johansen, Ms. Clark and Messrs. Pittman,
Walje, Furman and Haller in the amounts of $508, $432, $392, $333,
$166 and $333, respectively. These benefits are available to all
employees.
(v) Severance pay for Ms. Clark in the amount of $126,450, plus a special
retirement benefit of $21,700 and a cash equivalent of long-term incentive
benefit of $16,053.
(vi) This column also includes vehicle allowances paid to Ms. Johansen,
Ms. Clark and Messrs. Pittman, Walje, Furman and Haller in the amount
of $9,000, $8,362, $9,000, $9,000, $9,000 and $9,000, respectively.
Option Grants in Last Fiscal Year
Individual Grants(a)
----------------- Potential Realizable
Number of % of Total Value at Assumed
Securities Options Annual Rates of
Underlying Granted to Exercise or Stock Price Appreciation
Options Employees in Base Price Expiration for Option Term
Granted(b) Fiscal Year ((pound) or $/Sh) Date ---------------
Name 5% 10%
---- -- ---
Alan V. Richardson (c) 124,223 3.76% (pound)4.83 8/20/11 (pound)349,239 (pound)886,706
Judith A. Johansen 57,350 6.95 $25.70 4/24/11 $922,254 $2,341,571
Michael J. Pittman 13,500 1.64 25.70 4/24/11 217,095 551,198
A. Richard Walje 14,000 1.70 25.70 4/24/11 225,136 571,613
Donald N. Furman 13,000 1.58 25.70 4/24/11 209,055 530,783
Andrew P. Haller 56,800 6.89 25.70 4/24/11 913,409 2,319,115
Karen Clark (d) 46,000 5.58 25.70 4/24/11 N/A N/A
-----------
(a) All options are for ScottishPower ADS, except Mr. Richardson's options,
which are for ScottishPower Ordinary Shares.
(b) All options become exercisable for one-third of the shares covered by the
option on each of the first three anniversaries of the grant date, except for
Mr. Richardson, whose options become exercisable after the third anniversary of
the grant date. The grant date for each option shown in the table above was
April 24, 2001, except Mr. Richardson, whose options were granted in August
2001.
11
(c) Mr. Richardson's options are quoted as ScottishPower Ordinary Shares. One
ScottishPower ADS is equal to four ScottishPower Ordinary Shares. Mr.
Richardson's options can only be exercised between the 3rd and 10th anniversary
of the date of the grant, and exercise is subject to the satisfaction of a
performance condition, that being a pre-determined level of EPS growth over a
maximum of a three-year performance period from the date of the grant.
(d) Upon her termination, Ms. Clark forfeited all of her options granted on
April 24, 2001.
Aggregated Option Exercises in 2002 and Year End Option Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
March 31 (#)(a) March 31
--------------- --------
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized Unexercisable Unexercisable
---- ------------ -------- ------------- -------------
Judith A. Johansen - $ - 0/57,350 $0/$0
Alan V. Richardson - - - -
Michael J. Pittman - - 0/13,500 $0/$0
A. Richard Walje - - 0/14,000 $0/$0
Donald N. Furman - - 0/13,000 $0/$0
Andrew P. Haller - - 0/56,800 $0/$0
Karen Clark (b) 15,333 20,853 0/0 $0/$0
-----------
(a) All options are for ScottishPower ADS, except Mr. Richardson's options,
which were for ScottishPower Ordinary Shares.
(b) Upon her termination, Ms. Clark forfeited all of her options granted on
February 16, 2000 and April 24, 2001.
Severance Arrangements
The PacifiCorp Executive Severance Plan provides severance benefits to certain
executive level employees who are designated by the PacifiCorp Board, in its
sole discretion, including the executive officers named in the Summary
Compensation Table. To qualify for severance benefits, the executive must have
terminated employment for one of the following reasons:
(1) voluntary termination as a result of a material alteration in the
executive's assignment that has a detrimental impact on the executive's
employment. A "material alteration in assignment" includes any of the following:
(a) a material reduction in the scope of the executive's duties
and responsibilities;
(b) a material reduction in the executive's authority; or
(c) any reduction in base pay or a reduction in annualized base salary and
target bonus of at least 15.0%, if the change is not due to a general
reduction unrelated to the change in assignment; or
(2) involuntary termination (including a Company-initiated resignation) for
reasons other than for cause.
In addition, the Executive Severance Plan provides enhanced severance benefits
in the event of certain terminations during the 24-month period following a
qualifying change-in-control transaction, including the Merger with
ScottishPower. Executives designated by the PacifiCorp Board are eligible for
change-in-control benefits resulting from either a PacifiCorp-initiated
termination without "cause", or a resignation generally within two months after
12
a "material alteration of position". During the 24-month protection period under
the Severance Plan, "cause" means the executive's gross misconduct or gross
negligence or conduct that indicates a reckless disregard for the consequences
and has a material adverse effect on PacifiCorp or its affiliates, and "material
alteration in position" means the occurrence of any of the following:
(1) a change in reporting relationship to a lower level;
(2) a material reduction in the scope of duties and responsibilities;
(3) a material reduction in authority;
(4) a "material reduction in compensation"; or
(5) relocation of executive's work location to an office more than 100 miles
from the executive's office or more than 60 miles from the executive's home.
A "material reduction in compensation" occurs when an executive's annualized
base salary is reduced by any amount or the annualized base salary and target
bonus opportunity combined is reduced by at least 15.0% of the combined total
opportunity before the change in compensation.
If qualified for the enhanced severance benefits, an executive would receive
severance pay in an amount equal to either two, two and one-half or three times
the "annual cash compensation" of such executive, depending on the level set by
the Board. "Annual cash compensation" is defined as annualized base salary,
target annual incentive opportunity and annualized auto allowance in effect on a
material alteration or termination, whichever is greater. If the payment would
result in imposition of an excise tax under IRC Section 4999, PacifiCorp is
required to make an additional payment to compensate the executive for the
effect of such excise tax. The executive would also receive continuation of
subsidized health insurance from six to 24 months depending on length of
service, and a minimum of 12 months' executive-level outplacement services.
Several executives have terminated and qualified to receive change-in-control
benefits.
Except in the event of a change-in-control, the definition of cause is
determined by PacifiCorp in its discretion and by the Board in the event of an
appeal by the employee. The Executive Severance Plan does not apply to the
termination of an executive for reasons of normal retirement, death or total
disability or to a termination for cause or for voluntary termination other than
as specified above. Other than in connection with a change-in-control,
executives named in the Summary Compensation Table (excluding Mr. Richardson)
are eligible for a severance payment equal to one or two times the executive's
total cash compensation, three months of health insurance benefits and
outplacement benefits. Total cash compensation is defined as the combination of
the annualized base salary, the target annual incentive opportunity and the
annualized auto allowance in effect on the earlier of a material alteration or
termination. Mr. Richardson left the Company in December 2001.
Retirement Plans
----------------
PacifiCorp and all of its subsidiaries have adopted noncontributory defined
benefit retirement plans for their employees, other than employees subject to
collective bargaining agreements that do not provide for coverage. Certain
executive officers, including the executive officers named in the Summary
Compensation Table (other than Mr. Richardson), are also eligible to participate
in PacifiCorp's nonqualified supplemental executive retirement plan. The
following description assumes participation in both the retirement plans and the
supplemental plan. Participants receive benefits at retirement payable for life
based on length of service with PacifiCorp or its subsidiaries and average pay
in the 60 consecutive months of highest pay out of the last 120 months, and pay
for this purpose would include salary and bonuses as reflected in the Summary
Compensation Table above. Benefits are based on 50% of final average pay plus up
to an additional 15.0% of final average pay depending upon whether PacifiCorp
meets certain performance goals set for each fiscal year by the Board.
Participants may also elect actuarially equivalent alternative forms of
benefits. Retirement benefits are reduced to reflect Social Security benefits as
well as certain prior employer retirement benefits. Participants are entitled to
receive full benefits upon retirement after age 60 with at least 15 years of
service. Participants are also entitled to receive reduced benefits upon early
retirement after age 55 or after age 50 with at least 15 years of service and 5
years of participation in the supplemental plan.
13
The following table shows the estimated annual retirement benefit payable upon
retirement at age 60 as of March 31, 2002. Amounts in the table reflect payments
from the retirement plans and the supplemental plan combined.
Estimated Annual Pension At Retirement (a)
--------------------------------------
Years of Service (b)
Annual Pay at
Retirement Date 5 15 25 30
--------------- - -- -- --
$ 200,000 $ 43,333 $130,000 $130,000 $130,000
400,000 86,667 260,000 260,000 260,000
600,000 130,000 390,000 390,000 390,000
800,000 173,333 520,000 520,000 520,000
1,000,000 216,667 650,000 650,000 650,000
-------------
(a) The benefits shown in this table assume that the individual will remain in
the employ of PacifiCorp until retirement at age 60, that the plans will
continue in their present form and that PacifiCorp achieves its performance
goals under the supplemental plan in all years. Amounts shown do not reflect the
Social Security offset.
(b) The number of credited years of service used to compute benefits under the
plans for Ms. Johansen and Messrs. Pittman, Walje, Furman and Haller are 1, 23,
17, 8 and 1, respectively.
Retention Agreements
--------------------
In order to retain executives who would otherwise have had the right to resign
for any reason between 12 and 14 months following the ScottishPower Merger and
qualify for the enhanced change-in-control supplemental retirement benefits, the
Company has entered into retention agreements with qualifying executives
(Messrs. Pittman, Walje and Furman). Those retention agreements provide for the
same enhanced supplemental retirement benefits if the qualifying executives
satisfy the retention criteria. Qualifying executives were required to waive
their rights to unilaterally resign and receive the enhanced supplemental
retirement benefits but will be eligible to receive these same enhancements if
they either (1) have a subsequent qualifying "involuntarily termination" or
"material alteration" in position or (2) continue employment through the
established retention date of December 1, 2002.
These retention agreements also require qualifying executives to waive any
rights to executive severance benefits which they may have otherwise claimed due
to material alterations in their positions as of the date of the retention
agreement. Unless there is a subsequent "involuntarily termination" or "material
alteration" in position as defined in the Severance Plan, this waiver of
severance benefits applies to these executives through November 28, 2004. The
executives' waiver of severance benefits was in exchange for the enhanced
supplemental retirement benefits described above, retention bonuses determined
individually in the Company's discretion for each executive, and special stock
option awards that vest over a three-year retention period at 25% for each of
the first two years and 50% in the third year.
ScottishPower
Directors' emoluments and interests
-----------------------------------
Total emoluments for ScottishPower
The below provides a breakdown of the total emoluments of the Chairman and all
the directors in office during the year ended 31 March 2002.
14
Remuneration of directors during 2001/02
------------------------------------------------------------------------------------------------------------------------------------
Basic salary Bonus Benefits in kind Total
(Pounds)000's (Pounds)000's (Pounds)000's (Pounds)000's
2002 2001 2002 2001 2002 2001 2002 2001
------------------------------------------------------------------------------------------------------------------------------------
Chairman and executive directors
Charles Miller Smith 235.0 235.0 - - 13.8 4.7 248.8 239.7
Sir Ian Robinson (retired 4 May 2001) 93.3 522.7 - - 2.9 24.2 96.2 546.9
Ian Russell
(app. Chief Executive 17 April 2001) 542.9 390.0 - - 27.6 34.6 570.5 424.6
Charles Berry 280.0 220.0 - - 19.2 19.3 299.2 239.3
David Nish 325.0 225.0 - - 23.9 28.0 348.9 253.0
Alan Richardson
(retired 31 December 2001)* 225.0 245.0 - - 0.8 0.7 225.8 245.7
Ken Vowles (retired 31 March 2002) 300.0 270.0 - - 16.0 14.1 316.0 284.1
------------------------------------------ ------- ------- ----- ----- ----- ----- ------- -------
Total 2,001.2 2,107.7 - - 104.2 125.6 2,105.4 2,233.3
========================================== ======== ======== ===== ===== ===== ===== ======= =======
Fees Bonus Benefits in kind Total
(Pounds)000's (Pounds)000's (Pounds)000's (Pounds)000's
2002 2001 2002 2001 2002 2001 2002 2001
------------------------------------------------------------------------------------------------------------------------------------
Non-executive directors (fees & expenses)
Keith McKennon (retired 27 July 2001) 21.3 64.0 - - 17.4 11.0 38.7 75.0
Euan Baird 28.5 6.5 - - 0.7 - 29.2 6.5
Mair Barnes 32.0 33.0 - - 1.0 2.8 33.0 35.8
Philip Carroll (appointed 15 January 2002) 4.4 - - - 0.6 - 5.0 -
Sir Peter Gregson 40.5 36.5 - - 2.8 2.1 43.3 38.6
Nolan Karras** 32.8 33.5 - - 19.7 6.5 52.5 40.0
Allan Leighton 27.5 6.5 - - 0.1 0.4 27.6 6.9
Ewen Macpherson 39.5 39.5 - - 4.0 2.2 43.5 41.7
Robert Miller (resigned 8 June 2001) 6.1 31.5 - - 2.2 21.0 8.3 52.5
John Parnaby (retired 27 July 2001) 12.8 40.5 - - 3.9 1.9 16.7 42.4
--------------------------------------------- ------- ------- - - ----- ----- ------- -------
Total 245.4 291.5 - - 52.4 47.9 297.8 339.4
============================================= ======= ======= ===== ===== ===== ===== ======= =======
Other emoluments
* Alan Richardson received an additional (Pounds)381,220 (2001 (Pounds)283,220)
in respect of housing, foreign service allowance and other essential costs
associated with his assignment as Executive Director, US, based in Portland,
Oregon. These costs include relocation and repatriation back to the UK.
** Nolan Karras received emoluments in the US of (Pounds)22,613 (2001
(Pounds)26,857) in respect of services to the PacifiCorp and Utah advisory
boards in the form of cash and shares.
(i) The emoluments of the highest paid director (Ian Russell) excluding pension
contributions were (Pounds)570,531. In addition, gains on exercise of share
awards before tax during the year by Ian Russell amounted to (Pounds)138,628.
The emoluments of the highest paid director in 2000/01 (Sir Ian Robinson)
excluding pension contributions were (Pounds)546,862. Details of other share
related incentives are contained in Attachment 2.
(ii) Pension contributions made by the company under approved pension
arrangements for Ian Russell amounted to (Pounds)nil (2001 (Pounds)nil). Ian
Russell also has an entitlement under the unapproved pension benefits described
further in Attachment 2.
(iii) Sir Ian Robinson retired from the Board on 4 May 2001 and as an employee
15
on 31 May 2001. Alan Richardson retired from the Board and as an employee on 31
December 2001. Ken Vowles retired from the Board and as an employee on 31 March
2002.
(iv) In addition to the above, payments were made to Sir Ian Robinson of
(Pounds)385,000; Alan Richardson of (Pounds)372,099; and Ken Vowles of
(Pounds)405,649, in accordance with the terms of their respective contracts.
---------------------------------------------------------------------------------------------------------------------
Transfer value
Of increases
after
Additional indexation
pension (net of
Transferred earned Accrued director's
- in benefits in year entitlement contribution)
(Pounds)p.a. (Pounds)p.a. (Pounds)p.a. (Pounds)
---------------------------------------------------------------------------------------------------------------------
Charles Miller Smith -- -- -- --
Sir Ian Robinson
(retired from the Board on 4 May 2001 and
from the company on 31 May 2001) -- -- -- --
Ian Russell 15,094 52,738 144,159 545,011
Charles Berry -- 23,568 82,744 246,993
David Nish 34,938 26,111 67,356 200,946
Alan Richardson (retired 31 December 2001) -- 50,263 130,000 633,959
Ken Vowles (retired 31 March 2002) 127,808 14,346 141,570 231,657
=================================================== ======= ====== ======= =======
(i) The accrued entitlement of the highest paid director (Ian Russell) was
(Pounds)144,159. In 2001, the accrued entitlement of the highest paid director
(Sir Ian Robinson) was (Pounds) 319,200. During the year, retirement benefits
were accrued under the defined benefits pension scheme in respect of 5 directors
(2001 6 directors). The method of calculation of retirement benefits for Sir Ian
Robinson was agreed prior to his retirement and published in last year's
Remuneration Report.
(ii) The transfer value of the increases after indexation represents the current
capital sum which would be required, using demographic and financial
assumptions, to produce an equivalent increase in accrued pension and ancillary
benefits, excluding the statutory inflationary increase, and after deduction of
members' contributions. Although the transfer value represents a liability to
the pension scheme in respect of approved benefits and to the company in respect
of unapproved benefits, it is not a single sum paid or due to be paid to the
individual director and cannot therefore meaningfully be added to the annual
remuneration. Instead, this value would not be payable until the director's
retirement date, and thereafter would be spread over the remainder of his
lifetime (and also covering the cost of dependants' benefits after his death).
(iii) With respect to Alan Richardson, the figures shown in the table above
reflect the increase in his pension, including contractual changes made to
enable his withdrawal. In addition, the value of allowing him to take his
retirement benefits immediately was (Pounds)850,750.
(iv) The pension entitlement shown is that which would be paid annually on
retirement based upon service to the end of the year. Members of the group's
schemes have the option of paying additional voluntary contributions; neither
the contributions nor the resulting benefits are included in the above table.
16
(v) Executives who joined the company on or after 1 June 1989 are subject to the
earnings cap, introduced in the Finance Act 1989. Pension entitlements which
cannot be provided through the company's approved schemes due to the earnings
cap are provided through unapproved pension arrangements, details of which are
included in the Remuneration Report. The pension benefits disclosed above
include approved and unapproved pension arrangements.
(vi) The increase in accrued pension during the year allows for an increase in
inflation of RPI as measured at December 2001 (0.7%).
(vii) The value of the increase in Members' entitlements has been calculated on
the basis of actuarial advice in accordance with Actuarial Guidance note GN11,
in two parts: The approved element being based upon the normal cash equivalent
transfer value assumptions less directors' contributions; the unapproved element
is calculated in line with FRS 17 assumptions.
(viii) Transferred in benefits represent pension rights accrued in respect of
previous employments.
(ix) The total liabilities, calculated on an FRS 17 basis, for the 14 executives
and senior employees arising in relation to unapproved benefits for service for
the year to 31 March 2002 was (Pounds)690,000 (2001 (Pounds)500,000). All
benefits for the above are provided on a defined benefit basis.
ITEM 6. OFFICERS AND DIRECTORS (CONT'D).
PART III.
(b) Stock Ownership. The following tables show the number of ordinary shares of
ScottishPower owned by the directors, nominees and executive officers as of
March 31, 2002. It is based on information furnished to ScottishPower by the
directors, nominees and executive officers. The shares owned by all directors,
nominees and executive officers of each company as a group constitute less than
one percent of the total number of shares of the respective classes outstanding
on March 31, 2002.
ScottishPower
Directors' interests in shares as at 31 March 2002
-------------------------------------------------------------------------------------------------------
Ordinary shares Share options (Executive) Share options (Sharesave)
-------------------------------------------------------------------------------------------------------
1.4.01
(or date of
appointment
31.3.02 if later) 31.3.02 1.4.01 31.3.02 1.4.01
-------------------------------------------------------------------------------------------------------
Charles Miller Smith 11,000 11,000 -- - -- --
Ian Russell o86,817 o58,418 227,743 - 4,371 --
Charles Berry o18,958 o14,691 107,660 - 903 2,232
David Nish o7,294 o4,112 124,223 - 2,509 2,215
Ken Vowles o143,410 o138,801 124,223 - 3,073 5,501
Euan Baird 100,000 100,000 -- - -- --
Mair Barnes 1,400 1,400 -- - -- --
Philip Carroll -- -- -- - -- --
Sir Peter Gregson 1,093 1,024 -- - -- --
Nolan Karras 31,286 27,347 -- - -- --
Allan Leighton -- -- -- - -- --
Ewen Macpherson 5,000 5,000 -- - -- --
======================== ========= ========= ======== ===== ======== =====
17
--------------------------------------------------------------------------------
Long Term Incentive Plan
--------------------------------------------------------------------------------
31.3.02 1.4.01
**Vested *Potential **Vested *Potential
--------------------------------------------------------------------------------
Charles Miller Smith -- -- -- --
Ian Russell 12,682 175,063 27,691 114,694
Charles Berry 4,433 87,904 9,951 55,461
David Nish 4,191 85,030 -- 45,286
Ken Vowles 29,796 109,308 20,768 81,655
Euan Baird -- -- -- --
Mair Barnes -- -- -- --
Philip Carroll -- -- -- --
Sir Peter Gregson -- -- -- --
Nolan Karras -- -- -- --
Allan Leighton -- -- -- --
Ewen Macpherson -- -- -- --
======================== ========= ========= ======== =====
None of the directors has an interest in ordinary shares which is greater than
1% of the issued share capital of the company.
* These shares represent, in each case, the maximum number of shares which the
directors may receive, dependent on the satisfaction of performance criteria as
approved by shareholders in connection with the Long Term Incentive Plan.
** These shares represent the number of shares the directors are entitled to
receive when the Long Term Incentive Plan award is exercisable after the fourth
anniversary of grant calculated according to the performance criteria measured
over the three-year performance period.
o These shares include the number of shares which the directors hold in the
Employee Share Ownership Plan, shown below.
Free Partnership Matching Dividend
shares shares shares shares Total
--------------------------------------------------------------------------------
Ian Russell 50 388 388 33 859
Charles Berry 50 388 388 33 859
David Nish 50 388 388 33 859
Ken Vowles 50 388 388 -- 826
========================== ========= ======== ===== =====
Between 31 March 2002 and 1 May 2002, Ian Russell, Charles Berry and David Nish
each acquired 34 Partnership Shares and 34 Matching Shares as part of the
regular monthly transactions of the Employee Share Ownership Plan. Otherwise,
there have been no changes in the directors' interests between 31 March 2002 and
1 May 2002.
PacifiCorp
18
The following table sets forth certain information as of March 31, 2002
regarding the beneficial ownership of ScottishPower Ordinary Shares by certain
officers and directors of PacifiCorp. As of March 31, 2002, each of the
directors and executive officers identified above and all directors and
executive officers of the Company as a group owned less than 1% of the
outstanding Ordinary Shares of ScottishPower.
Number of shares
Beneficial Owner as at March 31, 2002(a)(b)
Judith A. Johansen
Alan V. Richardson 50,028
Andrew P. Haller 28,554
Michael J. Pittman 37,564
A. Richard Walje 116,661
Donald N. Furman 46,461
Karen K. Clark (c) 65,511
16,647
Ian M. Russell 86,817
Nolan E. Karras 48,374
William D. Landels 38,038
Andrew N. MacRitchie 10,743
Matthew R. Wright 6,829
All executive officers and directors
as a group (18 persons) 779,502
-------------
(a) Includes ownership of (i) shares held by family members even though
beneficial ownership of such shares may be disclaimed, (ii) shares held for the
account of such persons pursuant to the PacifiCorp Compensation Reduction Plan
and the PacifiCorp K Plus Savings and Stock Ownership Plan, and (iii) shares
granted and vested or unvested shares for which the individual has voting but
not investment power under the PacifiCorp Stock Incentive Plan.
(b) Options granted in ScottishPower ADS under the PacifiCorp Stock Incentive
Plan have been converted into options in Ordinary Shares in the above table. One
ADS equates to four Ordinary Shares.
(c) Ms. Clark resigned from the Company, effective January 3, 2002. All 7,875
unvested restricted ADS shares were forfeited upon termination.
Between April 1, 2002 and May 24, 2002, there have been no further beneficial
entitlements awarded to Ms. Johansen, Ms. Clark, and Messrs. Pittman, Walje,
Furman, Haller, Richardson, Russell, Landels, MacRitchie, and Wright.
19
On May 9, 2001 and May 22, 2001, Mr. Richardson exercised 9,661 and 10,816
respectively, of his vested Ordinary Shares under the LTIP.
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS.
(1) Expenditures, disbursements or payments, directly or indirectly, in money,
goods or services, to or for the account of any political party, candidate for
public office or holder of such office, or any committee or agent thereof by
registrant.
It has been ScottishPower's practice not to give money for political purposes.
This policy has not changed. ScottishPower remains a politically neutral
organization.
Item 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Excluding (i) transactions included in the annual report on Form U-13-60 of a
service company (because PacifiCorp has no service company we will not file a
U-13-60 therefore, all service activities are filed under this section), (ii)
the sharing of costs of jointly owned facilities or jointly employed personnel,
(iii) contracts for the purchase, sale or interchange of electricity or gas, and
(iv) contracts between an exempt wholesale generator or a foreign utility
company and a system company, as reported under Item 9, infra, provide the
following information:
Part I. Furnish the information required by the following table as to contracts
for services, including engineering or construction services, or goods supplied
or sold by a system company to another system company, and state, in the
tabulation or by footnote, the date of the contract and whether it remained in
effect at year end.
See Attachment 3
Part II. Does any system company have a contract to purchase services or goods
from any affiliate (other than a system company), or from a company in which any
officer or director of the receiving company is a partner or owns 5% or more of
any class of equity securities?
No
If the answer to Part II is yes, and the contract has not already been reported
in Item 6, report such contracts in substantially the same detail as specified
for Part I, also describing the affiliation.
Part III. Does any system company employ any other person for the performance on
a continuing basis of management, supervisory or financial advisory services?
No
If the answer to Part III is yes, state the name of each such person, describe
the contract, and the scope of the services and the annual consideration.
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part I(a)
20
------------------------ ---------------- ------------------ --------------------- -------------- --------------
Name of Company and Owner Descrip. of Aggregate Earnings as Company
Principal Address Facilities Investment Amount of 3/31/01 Debt/Eq.
(pound)-$ Ratio
3/31/01
------------------------ ---------------- ------------------ --------------------- -------------- --------------
Scottish Power UK plc Scottish Power See Form 6K (pound)592 million (pound)78.2 2.67
plc filed 6-17-02 $843 million million
$111.4
million
------------------------ ---------------- ------------------ --------------------- -------------- --------------
SP Manweb plc ScottishPower See Form 6K (pound)895 million (pound)439.2 0.04
Investments filed 6-17-02 $1,274 million million
Limited $625.4
million
------------------------ ---------------- ------------------ --------------------- -------------- --------------
Key terms: FUCO means Foreign Utility Company - FUCO-S means a subsidiary of a
FUCO - EWG means Exempt Wholesale Generator - IS means Intermediate Subsidiary -
PP means Project Parent - SPS means Special Purpose Subsidiary
Part II Organization chart showing relationship of each EWG and FUCO to other
system companies.
See Attachment 4
Part III State aggregate investment in EWGs and FUCOS, respectively. Also state
ratio of aggregate investment to the aggregate capital investment of Scottish
Power plc.
Aggregate Investment in FUCOs - $2,117 million
No Aggregate Investment in EWGs
Ratio - 32%
Notes
1. Per Sub stats. Of GenScot Limited for the year ended 31, March 2002
the investment in SP Manweb was transferred from Genscot to
ScottishPower Investments Limited.
2. Exchange rate of 1.424 used as per March 2001 SP plc Accounts for
closing Exchange rate at March 2001 for all numbers.
Item 10 FINANCIALS STATEMENTS AND EXHIBITS
Exhibit A
Annual Report 20-F
Exhibit B
Articles of organization and bylaws for each subsidiary
See Exhibit B of Form U5S filed 7-31-2001 File No. 001-14676
Exhibit C
Indenture relating to funded debt.
See Exhibit C of Form U5S filed 7-31-2001 File No. 001-14676
Exhibit D
Copy of tax allocation agreement
See Exhibit D of Form U5S filed 7-31-2001 File No. 001-14676
Exhibit E
Documents requested pursuant to Financing Order
See Attachment 5. See also Exhibit F
21
Copies of other documents prescribed by rule or order, such as Rule 48(b), for
incorporation into the annual report; provided that any reports to State
Commissions included as an exhibit shall be filed in paper, even if submitted by
an electronic filer.
Exhibit F
Financial Statements
See Form 6K filed 6-17-2002 File No. 001-14676 & Form 10K filed 5/31/2002 File
No. 001-05152
Exhibit G
Financial Data Schedule
If, at the time an annual report on this form is filed, the registrant is
required to submit this report and any amendments thereto electronically via
EDGAR, the registrant shall furnish Financial Data Schedules. The Schedule shall
set forth the financial and other data specified below that are applicable to
the registrant, each subsidiary and the consolidated system.
Item No. Caption Heading
1 Total Net Utility Plant
2 Other Property and Investments
3 Total Current Assets
4 Total Deferred Charges
5 Balancing amount for Total Assets
6 Total Assets
7 Common Stock
8 Capital Surplus, Paid In
9 Retained Earnings
10 Total Common Stockholders Equity
11 Preferred Stock Subject to Mandatory Redemption
12 Preferred Stock Not Subject to Mandatory Redemption
13 Long Term Debt, Net
14 Short Term Notes
15 Notes Payable
16 Commercial Paper
17 Long Term Debt - Current Portion
18 Preferred Stock - Current Portion
19 Obligations Under Capital Leases
20 Obligations Under Capital Leases - Current Portion
21 Balancing amount for Capitalization and Liabilities
22 Total Capitalization and Liabilities
23 Gross Operating Revenue
24 Federal and State Income Taxes Expense
25 Other Operating Expenses
26 Total Operating Expenses
27 Operating Income (Loss)
28 Other Income (Loss), Net
29 Income Before Interest Charges
30 Total Interest Charges
31 Net Income
32 Preferred Stock Dividends
33 Earnings Available For Common Stock
34 Common Stock Dividends
35 Total Annual Interest Charges on All Bonds
36 Cash Flow From Operations
37 Earnings Per Share - Primary
22
38 Earnings Per Share - Fully Diluted
Exhibit H
Organizational Chart
Exhibit I
Separate Financials for EWGs and FUCOs
See Exhibit F
If the EWG or foreign utility company is a "majority-owned associate company,"
as defined in rule 53(a)(2)(ii), submit the most recently available audited
balance sheet (including a capitalization table), income statement and cash flow
statement of such EWG or foreign utility company. For all other EWG or foreign
utility company subsidiaries of the registered holding company, submit either an
audited (if available) or an unaudited balance sheet (including a capitalization
table), income statement and cash flow statement of such EWG or foreign utility
company. Submit a summary of any analytical reviews and conclusions drawn
therefrom of majority-held EWG or foreign utility company subsidiaries performed
in the ordinary course of an audit of the registered holding company.
See Form 6K filed 6-17-2002 File No. 001-14676
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the registrant has caused this annual report to be duly signed on its
behalf in the City of Glasgow and Country of Scotland on the 31st day of July,
2002.
ScottishPower plc
By /s/ David T. Nish
--------------------------------
David T. Nish
Finance Director
Attest:
/s/ Alan McCulloch
----------------------------
Alan McCulloch
Assistant Secretary
Verification
The undersigned, being duly sworn, deposes and says that he has duly
executed the attached annual report dated July 31, 2002, for and on behalf of
ScottishPower; that he is the Finance Director of such company; and that all
action by stockholders, directors, and other bodies necessary to authorize
deponent to execute and file such instrument has been taken. Deponent further
says that he is familiar with such instrument and the contents thereof, and that
the facts therein set forth are true to the best of his knowledge, information
and belief.
/s/
-------------------------------
Subscribed and sworn to before me
this 31st day of July, 2002
/s/
----------------------------
My commission expires: N/A
23