Scottish Power PLC 2003/04 Nine Month Results Including 3rd Quarter to 31 December 2003


GLASGOW, U.K., Feb. 4, 2004 (PRIMEZONE) -- Scottish Power PLC



 2003/04 NINE MONTH RESULTS including 3rd Quarter to 31 December 2003

 -- Profit before tax(a) increased by GBP63 million to GBP651 million
 -- Earnings per share(a) of 25.8 pence, up 9%
 -- Investment of GBP654 million, including GBP283 million (43%) for
    organic growth
 -- Dividend per share of 4.75 pence for the quarter


 Quarter 3                                                Nine Months
 2003/04  2002/03  GBP million                         2003/04  2002/03
   1,524    1,372  Turnover                              4,049    3,819
     279      283  Operating profit                        731      663
     311      317  Operating profit excluding goodwill     830      768
     226      218  Profit before tax                       553      483
     258      252  Profit before tax excluding goodwill    651      588
     8.5      8.2  Earnings per share (pence)             20.4     17.9
    10.2     10.0  Earnings per share excluding goodwill  25.8     23.6
                   (pence)
    4.75    7.177  Dividends per share (pence)           14.25   21.531

  (a)Excluding goodwill amortisation

ScottishPower Chief Executive, Ian Russell, said:

"Following another good quarter, earnings per share(a) for the year to date are up 9%, driven by our strategy of delivering continued operational improvements and additional returns from our investment programme. Our UK customer numbers grew to 4 million for the first time with over 100,000 new customers added in the quarter. For the nine months, approaching half of our capital investment of over GBP650 million was invested in organic growth opportunities, from which we expect to generate increasing returns in the future."

FINANCIAL OVERVIEW

Group turnover for the nine months to 31 December 2003 grew by GBP230 million to GBP4,049 million and by GBP152 million to GBP1,524 million in the quarter. UK Division turnover increased as a result of higher retail electricity revenues and balancing activities in England and Wales, improved retail and wholesale gas revenues and higher agency sales. Infrastructure Division's turnover increased due to higher regulated and new connection revenues. Increases in PacifiCorp's dollar turnover, driven by growth in retail revenues, were offset by lower wholesale revenues as a result of lower volumes. PPM's revenue improved mainly as a result of gas storage expansion and the addition of new wind generation resources. The weaker US dollar reduced sterling revenues by GBP144 million for the nine months but the effect on earnings was mitigated by our hedging strategy.

Operating profit for the group increased by GBP68 million (10%) to GBP731 million for the nine months, with all four businesses delivering improved results. Excluding goodwill amortisation, operating profit was GBP830 million for the nine months, up GBP62 million, (8%). In the quarter, operating profit was lower by GBP4 million at GBP279 million and, excluding goodwill amortisation, was GBP6 million lower at GBP311 million. Underlying operating profit for the quarter increased by GBP24 million, with performance improvements in Infrastructure Division, UK Division and PPM being partly offset by marginally lower PacifiCorp operating profit. These improvements were offset as the prior year third quarter included an GBP11 million benefit relating to the first half of 2002/03, following renegotiation of the Nuclear Energy Agreement (NEA), and by the impact of the weaker US dollar on US operations of GBP19 million. Our financial hedging strategy and the favourable translation effect on US dollar interest charges and taxes mitigated the impact of the dollar on US operating profit.

The financial hedging strategy includes selling the dollar forward against the pound, for up to four years, to hedge expected dollar operating profits not otherwise hedged by interest paid on dollar liabilities or taxes. These forward sales, put in place at or before the beginning of the current financial year, at an effective rate of $1.41, help fully hedge the current year's expected dollar profits, protecting earnings from the recent decline of the US dollar. The expected dollar earnings for 2004/05 have been similarly hedged, at an effective rate of approximately $1.50.

Profit before tax improved by GBP70 million (14%) to GBP553 million for the nine months. Excluding goodwill amortisation, profit before tax was up GBP63 million at GBP651 million, with our continuing businesses, including associates and joint ventures, contributing GBP74 million of this increase and lower interest charges contributing GBP3 million. This was partly offset by the contribution to last year's operating profit from discontinued operations of GBP14 million. As expected, the effective rate of tax was 27%, up from 25% at December 2002, reducing earnings per share by 0.6 pence for the nine months.

Earnings per share were ahead of last year, up by 2.5 pence to 20.4 pence for the nine months. In the quarter, earnings per share were higher by 0.3 pence. Excluding goodwill amortisation, earnings per share increased by 2.2 pence to 25.8 pence for the nine months and by 0.2 pence to 10.2 pence for the quarter.

For the nine months, operating cash flow of GBP904 million was GBP26 million lower than last year mainly due to higher gas stocks, which are expected to reduce in the final quarter of the year. Interest, tax and dividend payments totalled GBP562 million while other net inflows which impact net debt, other than investment in assets, were GBP57 million. This provided cash of GBP399 million, which covered all of our refurbishment and upgrade capital spend and contributed to our investment in growth projects. After the benefit from the weaker US dollar of GBP319 million, net debt was GBP4,264 million at 31 December 2003, GBP57 million lower than at 31 March 2003. Gearing (net debt/shareholders' funds) was 91%, compared to 93% as at 31 March 2003.

Note: ScottishPower assesses the performance of its businesses by adjusting UK GAAP statutory results to exclude items it considers to be non-recurring or non-operational. In the periods reviewed, goodwill amortisation has been excluded. We have, therefore, focused our presentation of business performance on the results excluding goodwill amortisation. Unless otherwise stated, "nine months" relates to the nine months to 31 December 2003, and "quarter" relates to the three months to 31 December 2003.

INVESTMENT

Our investment strategy is to drive the growth and development of our regulated and competitive businesses through a balanced programme of capital investment which will deliver returns ranging from allowed rates of return in our regulated businesses to higher returns in our competitive businesses. All investments are assessed on a risk adjusted returns basis, are expected to be earnings enhancing and should support our aim to retain our A- credit rating for our principal operating businesses. Capital investment totalled GBP654 million for the nine months and GBP267 million for the quarter. Our organic growth expenditure was GBP283 million for the nine months, of which 53% was invested in our regulated businesses and 47% in our competitive businesses and, geographically, 75% was invested in the US and 25% in the UK. Growth expenditure for the quarter was GBP128 million, with 83% invested in the US and 17% in the UK. These investments include the completion of windfarm projects by PPM in December 2003, which we expect to contribute attractive earnings starting in 2004. We remain on track to achieve our capital investment target of GBP1 billion for the full year.

DIVIDEND

In line with our stated aim, the third quarter dividend of 2003/04 will be 4.75 pence per share, payable on 15 March 2004, taking the nine months' dividends to 14.25 pence per share. The ADS dividend rate will be confirmed in a separate announcement today.

The "Jobs and Growth Tax Relief Reconciliation Act of 2003" (the "Act") reduces the rates of US federal income tax on dividends received by individual US shareholders from domestic corporations and "qualified foreign corporations." Based on the Act's legislative history and Internal Revenue Service releases, ScottishPower is a "qualified foreign corporation" as defined in the Act. As a result, in most cases our ADS holders that are individuals should be subject to the same preferential dividend tax rates as US shareholders owning shares in US-based companies. The Act only applies to individuals subject to US federal net income tax and therefore the tax position of UK shareholders is unaffected. (Please refer to the US Dividend Tax Footnote on page 8).

PACIFICORP

PacifiCorp is our regulated US business. Its strategic priorities are to:



 -Achieve ROE target/$1 billion EBIT by 2004/05
 -Manage energy risk and supply/demand balance
 -Deliver excellent customer service
 -Invest to grow the regulatory asset base, including delivery of the
  integrated resource plan

PacifiCorp's operating profit improved by GBP30 million to GBP368 million for the nine months. Excluding goodwill amortisation, operating profit increased by GBP22 million to GBP462 million. For the nine months, retail sales increased due to customer and load growth of GBP24 million, sales mix of GBP12 million, favourable weather conditions of GBP14 million and higher regulatory recoveries of GBP11 million. Favourable net power costs of GBP5 million were offset by lower transmission revenues and a change in the timing of the receipt of synfuel royalties of GBP11 million. Operating efficiencies delivered GBP24 million of benefits. Other net expenditure increased by GBP31 million, due primarily to higher labour related costs of GBP15 million and increased depreciation of GBP12 million. The impact of the weaker US dollar was GBP26 million, which was mitigated by our hedging strategy.

In the quarter, PacifiCorp's operating profit was lower by GBP18 million at GBP114 million and excluding goodwill amortisation, reduced by GBP21 million to GBP144 million. GBP18 million of this reduction was attributable to the weaker US dollar, with underlying operating profit for the quarter marginally lower year on year, as strong retail revenue growth was offset by higher depreciation and the timing of synfuel royalties.

During the quarter, the Utah Public Service Commission granted $65 million of additional annual revenue to PacifiCorp effective from April 2004. Additionally, the California Public Utilities Commission granted an annual rate increase of $2.8 million to PacifiCorp, effective from December 2003.

In December 2003, PacifiCorp filed a rate case request for $26.7 million with the Washington Utilities and Transportation Commission to recover costs related to insurance, employees and retirees, power costs and other expenses. This rate case also contains a Multi-State Process (MSP) component, which is designed to address existing and future issues regarding the allocation of costs and benefits in Washington. Similar MSP filings were made earlier in other states served by PacifiCorp.

The $34.9 million general rate case filing in Wyoming, revised from $42 million to reflect more current financial information, is progressing to schedule with hearings held in mid-January 2004. The filing was made to recover rising costs for insurance, pension funding, healthcare and other items. A final resolution on the case is expected by early March 2004 with new rates effective in late March 2004.

Our energy hedging strategy continues to be effective and our demand and supply needs have been substantially hedged through to summer 2005. Demand at that time will be supported by the commissioning of the first phase of the 525 MW Currant Creek plant and work continues to obtain formal certification to begin construction of the plant in February 2004.

PacifiCorp continued to invest in support of network safety, reliability and improved performance, including the continuing targeted investment of more than $200 million in Utah's high-growth Wasatch Front area, which by mid-January 2004 had delivered an additional 702 MVA capacity. However, in late December 2003 and early January 2004 PacifiCorp's network was impacted by severe storms in northern Utah and parts of Oregon and California. As some Utah customers were without power for extended periods, PacifiCorp immediately began an internal review and will report findings to regulatory officials and customers upon completion. Increased costs have been incurred as a result of the storm damage to the network and for tree trimming. Voluntary goodwill credits have been offered to those Utah customers who were without power for extended periods.

PacifiCorp's net investment in assets for the nine months was GBP302 million, with GBP109 million (36%) of this invested for organic growth with programmes to improve network reliability and meet load growth demand. Refurbishment and other expenditure totalled GBP193 million and included network investment, major overhauls of generation plant, information technology and hydro relicensing.

INFRASTRUCTURE DIVISION

Infrastructure Division is our regulated UK wires business. Its strategic priorities are to:



 -- Invest consistently to add future value, including supporting
    renewables
 -- Optimise our position through the 2005 price control reviews and
    the introduction of BETTA
 -- Deliver cost-effective, high quality customer service

Infrastructure Division's operating profit improved by GBP26 million to GBP291 million for the nine months and by GBP18 million to GBP113 million for the quarter. For the nine months, net operating cost movements were favourable by GBP12 million and included further savings delivered by the asset manager / service provider model through more efficient allocation of overheads to capital projects, lower management costs and favourable timing of costs incurred. Increases in regulated revenues added GBP8 million and property sale gains contributed a further GBP6 million to operating profit. In the quarter, Infrastructure Division's improved performance was due to reduced net operating costs described above and the timing of spend in the prior year.

Infrastructure Division invested GBP180 million in assets for the nine months, including GBP41 million (23%) in organic growth areas such as new customer connections and network reinforcement. The remaining GBP139 million of capital expenditure was primarily spent on refurbishing the network, including the successful overhead line modernisation programme. At the end of December 2003 a significant storm occurred in the UK including ScottishPower's service area in central Scotland. In areas where we have invested significantly to improve infrastructure, minimal disruption occurred demonstrating the returns from investing to upgrade the network.

We are constructively engaged with Ofgem on all of the major issues for the 2005 Distribution Price Control Review including the need for a sufficient and stable return, the requirement for increased investment to secure the long-term safety, reliability and sustainability of the electricity infrastructure in Great Britain, and the development of an appropriate framework to fund infrastructure investment to facilitate renewable generation in line with Government targets. In addition, discussions are continuing on Ofgem's proposals for a two year roll-forward of the current price control for SP Transmission from April 2005.

UK DIVISION

The UK Division is our competitive integrated generation and supply business. Its strategic priorities are to:



 -- Enhance margins through our integrated operations
 -- Increase the value of our customer base through targeted sales
    growth and improved customer service
 -- Progress towards achieving 10% of electricity supply from renewable
    sources by 2010

The UK Division reported an increase in operating profit of GBP23 million to GBP47 million for the nine months, with operating profit lower by GBP4 million in the quarter at GBP42 million. Excluding goodwill amortisation, the operating profit was GBP51 million for the nine months, up GBP23 million and GBP44 million for the quarter, down by GBP4 million.

For the nine months, electricity margins continued to be favourable, up GBP27 million on the equivalent period last year, as a result of customer growth and improved margins across the integrated value chain. Gas margins increased by GBP4 million due to higher customer numbers and improved gas storage performance, and profits from other business activities grew by GBP1 million. Operating costs increased by GBP9 million mainly driven by investment in energy efficiency and customer capture.

Operating profit was lower in the quarter due to the timing of the NEA benefit in the previous financial year, when GBP11 million of the settlement benefit reflected in the third quarter results last year related to the previous two quarters. Excluding this impact, UK Division operating profit for the quarter was higher by GBP7 million.

The UK Division's net capital expenditure for the nine months was GBP60 million, with GBP31 million (52%) of this invested in organic growth projects. This included the upgrade and capacity increase at the 400 MW Cruachan pumped storage hydro station and the continuing development of windfarms, such as Cruach Mhor (30 MW) and Black Law (96 MW). Other capital investment of GBP29 million included the Longannet generation plant refurbishment programme, designed to improve the plant's flexibility and capability, and hydro refurbishment works at Stonebyres, Carsfad, and Earlstoun (32 MW combined) to allow the capture of Renewables Obligation Certificates (ROCs). The hydro refurbishment work is due to be completed by the end of 2004.

The UK Division reached an agreement with Scottish and Southern Energy on the early termination of the Peterhead and hydro electricity contracts that should save around GBP20 million a year from April 2005. The contracts' termination will also help facilitate the introduction of BETTA in 2005.

Customer numbers continue to grow and an increase of over 100,000 in the quarter has taken our total to four million for the first time. Our cost to serve and customer retention levels continued to meet our expectations over the nine month period. These successes reflect a return on the investment previously made to transfer all domestic customers to a single billing system two years ago, together with the impact of improved Direct Debit penetration and sales of our Capped Price product.

A judicial hearing on 21 January 2004 overturned an earlier decision by Ofgem to introduce zonal transmission losses in England and Wales. The three companies behind the legal challenge, ScottishPower, Teeside Power, and Drax Power, were also awarded costs.

In January 2004, the Government announced draft proposals for the National Allocation Plan for carbon emissions under the EU Emissions Trading Scheme. The allocation of carbon allowances for ScottishPower has been calculated from recent historic average carbon dioxide emissions and provides a solid base for the continued operation of our generation portfolio in the UK. ScottishPower supports the overall Government objective of achieving a lower carbon economy, however we will continue to argue that this burden should be shared equitably across all energy sectors rather than biased to the electricity sector. We will also continue to argue that the emissions scheme should maintain an orderly wholesale market which encourages sufficient investment in new generation to ensure the ongoing security of supply in the UK.

We welcome the Government's extension of the ROCs scheme to 2015 and will continue to work towards satisfying our Government target. Additionally we are exploring offshore opportunities and have been awarded a licence by the Crown Estates Office to develop an application for a 500 MW site off Cumbria.

PPM

PPM is our competitive US energy company. Its strategic priorities are to:



 -- Continue to be a leading provider of renewable energy products
 -- Grow natural gas storage and hub services business
 -- Create additional value by optimising the returns from our
    capability across gas and power

Operating profit for PPM continued to improve, up GBP4 million to GBP25 million for the nine months and up GBP1 million to GBP10 million for the quarter. Excluding goodwill amortisation, PPM's operating profit for the nine months was higher by GBP5 million at GBP26 million.

In the nine months, the Katy and Alberta Hub gas storage facilities contributed an additional GBP9 million to operating profit. New wind generation and other resources, including returns from our energy management activities, improved by GBP7 million. Operating costs and depreciation, which underpin the business's growth, increased by GBP10 million. The unfavourable impact of the weaker dollar on operating profit was GBP1 million.

PPM's capital investment for the nine months was GBP112 million, with GBP102 million (91%) of this invested in organic growth projects. The majority of this spend was incurred in new wind generation, including the Colorado Green, Moraine, Flying Cloud and Mountain View III windfarm construction projects, all of which were operating commercially by the end of the quarter and qualify for production tax credits. We will be actively working on our pipeline of development opportunities in anticipation of the extension of production tax credits.

PPM remains the second largest provider of wind energy in the US. Six scheduled projects were completed in December 2003, bringing the total wind power under PPM's control to more than 830 MW. During calendar year 2003, PPM added 528 MW of wind power, a 174% increase over the period. PPM has a goal of 2,000 MW of wind power by 2010.

PPM's gas storage business has performed well through its 44 BCF ownership in two facilities. In addition, PPM has increased its available gas storage capacity by 20 BCF in the next year through contracting for capacity in third-party storage facilities in western Canada, Texas and California, to be used along with its existing gas storage facilities to offer energy management and hub services to its customers.

OUTLOOK

Looking ahead, our focus remains on generating earnings growth from continued operational improvements and additional returns from our investment programme. We remain confident that our expectations for the full year will be delivered.

INVESTOR TIMETABLE



 11 February 2004   Shares go ex-dividend for the third quarter
 13 February 2004   Last date for registering transfers to receive the
                    third quarter dividend
 15 March 2004      Third quarter dividend payable
 5 May 2004         Full Year Results

US Dividend Tax Footnote

Please note that US federal income tax treatment is dependent upon an individual's tax circumstances. Therefore, you should consult your own tax advisor regarding the tax matters discussed in this statement or any other taxation issue. For further information on the Jobs and Growth Tax Relief Reconciliation Act of 2003, investors are encouraged to go to www.irs.gov and to consult with their tax advisor.

Safe Harbor

Some statements contained herein are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These include statements with respect to us, our corporate plans, strategies and beliefs and other statements that are not historical facts. These statements can be identified by the use of the forward-looking terminology such as "may," "will," "expect," "anticipate," "intend," "estimate," "continue," "plan" or other similar words. These statements are based on our management's assumptions and beliefs in light of the information available to us. These assumptions involve risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

We wish to caution readers, and others to whom forward-looking statements are addressed, that any such forward-looking statements are not guarantees of future performance and that actual results may differ materially from estimates in the forward-looking statements. We undertake no obligation to revise these forward-looking statements to reflect events or circumstances after the date hereof. Important factors that may cause results to differ from expectations include, for example:



 -- any regulatory changes (including changes in environmental
    regulations)  that may increase the operating costs of the group,
    may require the group to make unforeseen capital expenditures or
    may prevent the regulated business of the group from achieving
    acceptable returns;
 -- future levels of industry generation and supply, demand and
    pricing, political stability, competition and economic growth in
    the relevant areas in which the group has operations;
 -- the availability of acceptable fuel at favorable prices;
 -- the availability of operational capacity of plants;
 -- the success of reorganizational and cost-saving efforts; and
 -- development and use of technology, the actions of competitors,
    natural disasters and other changes to business conditions.

  Group Profit and Loss Account
  for the three months ended 31 December 2003



                                     Three months ended 31 December
                                           Continuing    Continuing
                                           operations    operations
                                            and Total     and Total
                                                 2003          2002
                                  Notes          GBPm          GBPm
  Turnover: group and share of
  joint ventures and associates               1,529.4      1,379.7

  Less: share of turnover in
  joint ventures                                 (5.2)        (7.5)

  Less: share of turnover in
  associates                                     (0.2)        (0.2)

  Group turnover                      2       1,524.0      1,372.0

  Cost of sales                                (982.1)      (825.5)

  Gross profit                                  541.9        546.5

  Transmission and
  distribution costs                           (155.8)      (154.5)

  Administrative expenses
  (including goodwill
  amortisation)                                (112.8)      (114.2)

  Other operating income                          5.7          5.3

  Operating profit before
  goodwill amortisation                         310.7        317.1

  Goodwill amortisation                         (31.7)       (34.0)

  Operating profit                    2         279.0        283.1

  Share of operating profit in
  joint ventures                                  2.8          6.6

  Share of operating profit in
  associates                                       --          0.2

  Profit on ordinary
  activities before interest                    281.8        289.9

  Net interest and similar
  charges

  -- Group                                      (54.2)      (70.5)

  -- Joint ventures                              (1.4)       (1.6)

                                                (55.6)      (72.1)

  Profit on ordinary
  activities before goodwill
  amortisation
  and taxation                                  257.9       251.8

  Goodwill amortisation                         (31.7)      (34.0)

  Profit on ordinary
  activities before taxation                    226.2       217.8

  Taxation                            3         (69.7)      (65.5)

  Profit after taxation                         156.5       152.3

  Minority interests                             (1.4)       (1.4)

  Profit for the period                         155.1       150.9

  Dividends                           5         (87.3)     (132.1)

  Profit retained                                67.8        18.8

  Earnings per ordinary share         4          8.48p       8.18p

  Adjusting item -- goodwill
  amortisation                                   1.73p       1.84p

  Earnings per ordinary share
  before goodwill amortisation        4         10.21p      10.02p

  Diluted earnings per
  ordinary share                      4          8.20p       8.17p

  Adjusting item -- goodwill
  amortisation                                   1.65p       1.84p

  Diluted earnings per
  ordinary share before
  goodwill amortisation               4          9.85p      10.01p

  Dividend per ordinary share         5          4.75p      7.177p

  The Notes on pages x to x form part of these Accounts.


  Group Profit and Loss Account
  for the nine months ended 31 December 2003

                             Nine months ended 31 December
                    Continuing
                    operations
                           and  Continuing Discontinued
                         Total  operations   operations      Total
                          2003        2002         2002       2002
                Notes     GBPm        GBPm         GBPm       GBPm

  Turnover:
  group and
  share of
  joint
  ventures
  and
  associates          4,069.8     3,809.9          26.7    3,836.6


  Less: share
  of turnover
  in joint
  ventures              (20.1)      (17.1)           --      (17.1)


  Less: share
  of turnover
  in associates          (0.5)       (0.5)           --       (0.5)


  Group
  turnover        2   4,049.2      3,792.3         26.7    3,819.0


  Cost of
  sales              (2,509.6)    (2,335.7)       (11.4)  (2,347.1)


  Gross
  profit              1,539.6      1,456.6         15.3    1,471.9


  Transmission
  and
  distribution
  costs                (407.1)     (391.0)           --    (391.0)


  Administrative
  expenses
  (including
  goodwill
  amortisation)        (418.7)     (434.1)         (1.3)   (435.4)

  Other
  operating
  income                 17.3        17.2            --      17.2


  Operating
  profit
  before
  goodwill
  amortisation          829.6       754.0          14.0     768.0

  Goodwill
  amortisation          (98.5)    (105.3)            --    (105.3)


  Operating
  profit          2     731.1       648.7          14.0     662.7


  Share of
  operating
  profit in
  joint
  ventures                2.3         3.6            --       3.6

  Share of
  operating
  profit in
  associates              0.1         0.2            --       0.2


  Profit on
  ordinary
  activities
  before
  interest              733.5       652.5          14.0    666.5


  Net
  interest
  and similar
  charges

 -- Group              (176.7)     (175.8)         (3.0)  (178.8)
 -- Joint
    ventures             (4.0)       (4.6)           --     (4.6)


                       (180.7)     (180.4)         (3.0)  (183.4)
  Profit on
  ordinary
  activities
  before
  goodwill
  amortisation
  and
  taxation              651.3       577.4          11.0   588.4

  Goodwill
  amortisation          (98.5)     (105.3)           --  (105.3)


  Profit on
  ordinary
  activities
  before
  taxation              552.8       472.1          11.0   483.1
  Taxation        3    (175.9)     (146.3)        (3.4)  (149.7)

  Profit
  after
  taxation              376.9       325.8           7.6   333.4
  Minority
  interests              (4.0)       (4.1)           --    (4.1)


  Profit for
  the period            372.9       321.7           7.6   329.3
  Dividends       5    (262.2)     (397.3)           --  (397.3)

  Profit
  /(loss)
  retained              110.7       (75.6)          7.6   (68.0)

  Earnings
  per
  ordinary
  share           4     20.39p     17.46p         0.41p   17.87p

  Adjusting
  item --
  goodwill
  amortisation           5.38p      5.71p             --   5.71p

  Earnings
  per
  ordinary
  share
  before
  goodwill
  amortisation    4     25.77p     23.17p         0.41p   23.58p

  Diluted
  earnings
  per
  ordinary
  share           4     20.08p                            17.83p

  Adjusting
  item --
  goodwill
  amortisation           5.25p                            5.70p

  Diluted
  earnings
  per
  ordinary
  share
  before
  goodwill
  amortisation    4     25.33p                           23.53p


  Dividends
  per
  ordinary
  share           5     14.25p                          21.531p

  The Notes on pages x to x form part of these Accounts.

  Group Cash Flow Statement
  for the nine months ended 31 December 2003

                                                 Nine months ended
                                                    31 December
                                                  2003        2002
                                                  GBPm        GBPm

  Cash inflow from operating activities          903.7       929.4

  Dividends received from joint ventures           0.3         0.7

  Returns on investments and servicing of
  finance                                       (153.1)     (222.8)


  Taxation                                      (102.1)     (142.9)

  Free cash flow                                 648.8       564.4

  Capital expenditure and financial
  investment                                    (667.7)     (536.0)


  Cash flow before acquisitions and
  disposals                                      (18.9)       28.4


  Acquisitions and disposals                      (4.9)    1,805.1

  Equity dividends paid                         (307.1)     (390.7)

  Cash (outflow)/inflow before use of liquid
  resources and financing                       (330.9)    1,442.8


  Management of liquid resources                (146.7)     (375.5)

  Financing

 -- Issue of ordinary share capital                8.3         9.0
 -- Redemption of preferred stock of
    PacifiCorp                                    (4.6)       (5.1)
 -- Cancellation of swaps                         76.1          --
 -- Increase/(decrease) in debt                  436.8      (889.4)

                                                 516.6      (885.5)

  Increase in cash in period                      39.0       181.8



 Free cash flow represents cash flow from operating activities
 after adjusting for dividends received from joint ventures,
 returns on investments and servicing of finance and taxation.

 Reconciliation of Net Cash Flow to Movement in Net Debt
 for the nine months ended 31 December 2003

                                                 Nine months ended
                                                    31 December
                                                 2003         2002
                                                 GBPm         GBPm

  Increase in cash in period                     39.0        181.8
  Cash (inflow)/outflow from
  (increase)/decrease in debt                  (436.8)       889.4
  Cash outflow from movement in liquid
  resources                                     146.7        375.5


  Change in net debt resulting from cash
  flows                                        (251.1)     1,446.7


  Net debt disposed                                --        100.0
  Foreign exchange movement                     319.0        332.3
  Other non-cash movements                      (10.6)        (3.4)

  Movement in net debt in period                 57.3      1,875.6
  Net debt at end of previous period         (4,321.0)    (6,208.4)

  Net debt at end of period                  (4,263.7)    (4,332.8)

  The Notes on pages x to x form part of these Accounts.

  Group Balance Sheet
  as at 31 December 2003

                                       31           31           31
                                 December     December        March
                                     2003         2002         2003
                      Notes          GBPm         GBPm         GBPm

  Fixed assets
  Intangible assets
  -- goodwill                    1,933.7      2,276.7      2,280.6
  Tangible assets                8,749.8      8,816.0      9,028.7
  Investments
  -- Investments in
     joint ventures:
     Share of gross
     assets                        165.6         111.1       111.9
     Share of gross
     liabilities                  (141.9)      (111.0)      (111.8)

                                    23.7          0.1          0.1

  -- Loans to joint
     ventures                       37.7         40.9         40.2

                                    61.4         41.0         40.3

  -- Investments in
     associates                      2.8          3.5          2.8
  -- Other
     investments                   258.2        251.0        247.3

                                   322.4        295.5        290.4

                                11,005.9     11,388.2     11,599.7

  Current assets
  Stocks                           226.4        191.4        154.6
  Debtors
  -- Gross debtors               1,955.8      1,785.5      1,684.5
  -- Less
     non-recourse
     financing                    (129.8)      (159.5)      (148.2)

                                 1,826.0      1,626.0      1,536.3

  Short-term bank
  and other
  deposits                         833.4        946.7        664.6

                                 2,885.8      2,764.1      2,355.5
  Creditors:
  amounts falling
  due within one
  year
  Loans and other
  borrowings                      (376.4)      (529.8)      (208.5)
  Other creditors               (1,655.3)    (1,767.7)    (1,785.7)

                                (2,031.7)    (2,297.5)    (1,994.2)

  Net current
  assets                           854.1        466.6        361.3


  Total assets less
  current
  liabilities                   11,860.0     11,854.8     11,961.0
  Creditors:
  amounts falling
  due after more
  than one year
  Loans and other
  borrowings
  (including
  convertible
  bonds)                        (4,720.7)    (4,749.7)    (4,777.1)
  Provisions for
  liabilities and
  charges
  -- Deferred tax               (1,246.8)    (1,255.2)    (1,301.9)
  -- Other
    provisions                    (554.4)      (631.0)      (610.9)

                                (1,801.2)    (1,886.2)    (1,912.8)

  Deferred income                 (576.6)      (535.9)      (558.9)

  Net assets               2     4,761.5      4,683.0      4,712.2

  Called up share
  capital                          929.1        927.5        928.0
  Share premium                  2,271.6      2,261.9      2,264.4
  Revaluation
  reserve                           42.1         44.0         43.5
  Capital
  redemption
  reserve                           18.3         18.3         18.3
  Merger reserve                   406.4        406.4        406.4
  Profit and loss
  account                        1,032.1        952.3        977.7

  Equity
  shareholders'
  funds                          4,699.6      4,610.4      4,638.3
  Minority
  interests
  (including
  non-equity)                       61.9         72.6         73.9
  Capital employed               4,761.5      4,683.0      4,712.2

  Net asset value
  per ordinary
  share                    4       251.1p       247.9p       249.2p

The Notes on pages x to x form part of these Accounts.

Approved by the Board on 4 February 2004 and signed on its behalf by



   Charles Miller Smith                        David Nish
   Chairman                                    Finance Director

Notes to the Quarterly Accounts for the nine months ended 31 December 2003

1 Basis of preparation

(a) These quarterly Accounts have been prepared on the basis of accounting policies consistent with those set out in the Directors' Report and Accounts for the year ended 31 March 2003.

(b) The quarterly Accounts are unaudited but have been formally reviewed by the auditors and their report to the company is set out on page x. The information shown for the year ended 31 March 2003 does not constitute statutory Accounts within the meaning of Section 240 of the Companies Act 1985 and has been extracted from the full Accounts for the year ended 31 March 2003 filed with the Registrar of Companies. The report of the auditors on these Accounts was unqualified and did not contain a Statement under either Section 237(2) or Section 237(3) of the Companies Act 1985.

(c) The relevant exchange rates applied in the preparation of these quarterly Accounts are detailed in Note 9.

2 Segmental information



  (a) Turnover
      by segment            Three months ended 31 December
                                       Inter
                          Total       -segment
                        turnover       turnover   External turnover
                       2003   2002   2003    2002     2003     2002
                 Note  GBPm   GBPm   GBPm    GBPm     GBPm     GBPm

  United
  Kingdom --
  continuing
  operations

  UK Division
  -- Integrated
  Generation
  and Supply           809.4 623.7  (3.3)   (8.1)    806.1   615.6

  Infrastructure
  Division --
  Power
  Systems              184.5 175.8  (91.5)  (92.6)    93.0    83.2


  United
  Kingdom
  total --
  continuing
  operations                                         899.1   698.8

  United
  States --
  continuing
  operations

  US Division

   PacifiCorp         545.5  596.6  (0.5)   (0.5)    545.0   596.1

   PPM                 82.4   79.5  (2.5)   (2.4)     79.9    77.1

  United
  States total
  -- continuing
  operations                                         624.9   673.2


  Total
  continuing
  operations     (i)                               1,524.0 1,372.0


                               Nine months ended 31 December
                                       Inter
                        Total         -segment
                      turnover        turnover      External turnover
                      2003   2002    2003     2002     2003    2002
               Note   GBPm   GBPm    GBPm     GBPm     GBPm    GBPm

  United
  Kingdom --
  continuing
  operations

  UK Division --
  Integrated
  Generation
  and Supply        1,827.8 1,489.2 (19.6)  (24.7)   1,808.2 1,464.5

  Infrastruc
  ture Division
  -- Power
  Systems             501.4   490.7(250.1) (258.9)     251.3   231.8


  United
  Kingdom
  total --
  continuing
  operations                                         2,059.5 1,696.3


  United
  States --
  continuing
  operations

  US Division

   PacifiCorp       1,768.4 1,892.7 (1.6)    (2.2)   1,766.8 1,890.5

   PPM                230.7   210.5 (7.8)    (5.0)     222.9   205.5

  United
  States
  total --
  continuing
  operations                                         1,989.7 2,096.0


  Total
  continuing
  operations                                         4,049.2 3,792.3


  United
  Kingdom --
  discontinued
  operations

  Southern
  Water                --     26.7    --       --       --      26.7


  United
  Kingdom
  total --
  discontinued
  operations                                            --      26.7


  Total         (i)                                  4,049.2 3,819.0


  (b) Operating profit by segment

                      Three months ended 31 December
                 Before                     Before
               goodwill  Goodwill         goodwill  Goodwill
                 amorti    amorti           amorti    amorti
                -sation   -sation          -sation   -sation
                   2003      2003   2003      2002      2002    2002
                   GBPm      GBPm   GBPm      GBPm      GBPm    GBPm

  United
  Kingdom --
  continuing
  operations

  UK Division --
  Integrated
  Generation
  and Supply       43.6     (1.2)   42.4      47.4     (1.0)    46.4

  Infrastructure
  Division
  -- Power
    Systems       112.6       --    112.6     95.1       --     95.1


  United
  Kingdom
  total --
  continuing
  operations      156.2     (1.2)   155.0    142.5     (1.0)   141.5


  United
  States --
  continuing
  operations

  US Division

   PacifiCorp     144.0    (30.3)   113.7    165.0    (33.0)   132.0

   PPM             10.5     (0.2)   10.3       9.6        --     9.6

  United
  States
  total --
  continuing
  operations      154.5    (30.5)   124.0    174.6    (33.0)   141.6


  Total
  continuing
  operations      310.7    (31.7)   279.0    317.1    (34.0)   283.1


                         Nine months ended 31 December
                 Before                  Before
               goodwill Goodwill       goodwill Goodwill
                 amorti   amorti         amorti   amorti
                -sation  -sation        -sation  -sation
                   2003     2003   2003    2002     2002      2002
                   GBPm     GBPm   GBPm    GBPm     GBPm      GBPm

  United
  Kingdom --
  continuing
  operations

  UK Division
  -- Integrated
  Generation
  and Supply      50.6    (3.6)   47.0   27.8     (3.6)       24.2

  Infrastruc
  ture Division
  -- Power
  Systems        291.2      --   291.2  265.5       --       265.5


  United
  Kingdom
  total --
  continuing
  operations     341.8    (3.6)  338.2  293.3     (3.6)      289.7

  United
  States --
  continuing
  operations

  US Division
   PacifiCorp    462.2   (94.4)  367.8  439.9    (101.7)     338.2

   PPM            25.6    (0.5)   25.1   20.8        --       20.8

  United
  States
  total --
  continuing
  operations     487.8   (94.9)  392.9  460.7    (101.7)     359.0


  Total
  continuing
  operations     829.6   (98.5)  731.1  754.0    (105.3)     648.7


  United
  Kingdom --
  discontinued
  operations

  Southern
  Water             --      --     --    14.0      --        14.0


  United
  Kingdom
  total -
  discontinued
  operations        --      --     --    14.0      --        14.0


  Total          829.6   (98.5)  731.1  768.0  (105.3)      662.7



  (c) Net assets by segment


                             31 December   31 December     31 March
                                    2003          2002         2003
                      Note          GBPm          GBPm         GBPm
  United Kingdom --
  continuing
  operations

  UK Division --
  Integrated
  Generation and
  Supply                          922.4         852.2        908.4


  Infrastructure
  Division -- Power
  Systems                       2,323.2       2,170.2      2,175.4


  United Kingdom
  total --
  continuing
  operations                    3,245.6       3,022.4      3,083.8


  United States --
  continuing
  operations

  US Division

   PacifiCorp                   6,129.7       6,741.5      6,787.2

   PPM                            475.7         348.2        375.8

  United States
  total --
  continuing
  operations                    6,605.4       7,089.7      7,163.0


  Total continuing
  operations                    9,851.0      10,112.1     10,246.8


  Unallocated net
  liabilities         (ii)     (5,089.5)     (5,429.1)    (5,534.6)


  Total                         4,761.5       4,683.0      4,712.2

(i) In the segmental analysis turnover is shown by geographical origin. Turnover analysed by geographical destination is not materially different.

(ii) Unallocated net liabilities include net debt, dividends payable, tax liabilities and investments.

3 Taxation

The charge for taxation, including deferred tax, for the nine month period ended 31 December 2003 reflects the anticipated effective rate for the year ending 31 March 2004 of 27% (2003: 25%) on the profit before goodwill amortisation and taxation as detailed below:



                                                  Nine months ended
                                                      31 December
                                                      2003     2002
                                                      GBPm     GBPm

  Profit on ordinary activities before taxation      552.8    483.1

  Adjusting item - goodwill amortisation              98.5    105.3

  Profit on ordinary activities before goodwill
  amortisation and taxation                          651.3    588.4

4 Earnings and net asset value per ordinary share

(a) Earnings per ordinary share have been calculated for all periods by dividing the profit for the period by the weighted average number of ordinary shares in issue during the period, based on the following information:



                              Three months ended   Nine months ended
                                 31 December         31 December
                              2003       2002       2003       2002

  Basic earnings per
  share

  Profit for the period
  (GBP million)              155.1      150.9      372.9      329.3


  Weighted average
  share capital (number
  of shares, million)      1,829.0    1,844.9    1,829.3    1,843.4


  Diluted earnings per
  share

  Profit for the period
  (GBP million)              157.8      150.9      377.1      329.3


  Weighted average
  share capital (number
  of shares, million)      1,924.4    1,847.3    1,877.8    1,847.3

The difference between the basic and the diluted weighted average share capital is wholly attributable to outstanding share options and shares held in trust in respect of certain of the group's employee share schemes and the convertible bonds.

(b) The calculation of earnings per ordinary share, on a basis which excludes goodwill amortisation, is based on the following adjusted earnings:



            Three months ended     Nine months ended 31 December
                 31 December
                Con-      Con-      Con-
             tinuing   tinuing   tinuing
              opera-    opera-    opera-      Con-
               tions     tions     tions   tinuing     Discon-
                 and       and       and    opera-      tinued
               Total     Total     Total     tions  operations Total
                2003      2002      2003      2002        2002  2002
                GBPm      GBPm      GBPm      GBPm        GBPm  GBPm


  Profit
  for the
  period       155.1     150.9     372.9     321.7         7.6 329.3


  Adjusting
  item --
  goodwill
  amortisation  31.7      34.0      98.5     105.3           - 105.3

  Adjusted
  earnings     186.8     184.9     471.4     427.0         7.6 434.6

ScottishPower assesses the performance of the group by adjusting earnings per share, calculated in accordance with FRS 14, to exclude items it considers to be non-recurring or non-operational in nature and believes that the exclusion of such items provides a better comparison of business performance. Consequently, an adjusted earnings per share figure is presented for all periods.

(c) Net asset value per ordinary share has been calculated based on the following net assets and the number of shares in issue at the end of the respective financial periods (after adjusting for the effect of shares held in trust).



                                         31          31
                                   December    December    31 March
                                       2003        2002        2003

  Net assets (as adjusted) (GBP
  million)                          4,593.4     4,573.1     4,600.1


  Number of ordinary shares in
  issue at the period end (as
  adjusted) (number of shares,
  million)                          1,829.4     1,845.1     1,845.6

5 Dividends per ordinary share

The third interim dividend of 4.75 pence per ordinary share is payable on 15 March 2004 to shareholders on the register at 13 February 2004. This dividend, together with the interim dividends already paid, represents total dividends of 14.25 pence per ordinary share for the nine months ended 31 December 2003.

In the previous year, a third interim dividend of 7.177 pence was declared for the quarter ended 31 December 2002, representing total dividends of 21.531 pence per ordinary share for the nine months ended 31 December 2002.

6 Statement of total recognised gains and losses



                                                  Nine months ended
                                                     31 December
                                                    2003       2002
                                                    GBPm       GBPm

  Profit for the period                           372.9      329.3

  Exchange movement on translation of
  overseas results and net assets                (444.2)    (458.3)


  Translation differences on foreign currency
  hedging                                         386.5      437.2


  Tax on translation differences on foreign
  currency hedging                                   --      (40.9)


  Total recognised gains and losses for the
  period                                          315.2      267.3

7 Summary of differences between UK and US Generally Accepted Accounting Principles ('GAAP')

The consolidated Accounts of the group are prepared in accordance with UK GAAP which differs in certain significant respects from US GAAP. The effect of the US GAAP adjustments to profit for the period and equity shareholders' funds are set out in the tables below.



                                                  Nine months ended
                                                      31 December
                                                    2003      2002
  (a)Reconciliation of profit for the financial     GBPm      GBPm
  period to US GAAP:

  Profit for the financial period under UK GAAP    372.9     329.3

  US GAAP adjustments:

   Amortisation of goodwill                         98.5     105.3

   US regulatory net assets                        (64.5)    (86.4)

   Pensions                                         (0.2)      1.6

   Depreciation on revaluation uplift                1.4       1.5

   Decommissioning and mine reclamation
   liabilities                                      (5.5)    (18.6)


   PacifiCorp Transition Plan costs                (25.1)    (12.2)

   Business combinations                              --     (23.8)

   FAS 133                                         241.9     191.8

   Other                                            (5.3)    (16.9)

                                                   614.1     471.6

  Deferred tax effect of US GAAP adjustments         3.1      30.0

  Profit for the period under US GAAP before
  cumulative adjustment for FAS 143 (2002 C15
  and C16)                                         617.2     501.6


  Cumulative adjustment for FAS 143 (2002 C15
  and C16)                                          (0.6)    141.1


  Profit for the period under US GAAP              616.6     642.7

  Earnings per share under US GAAP                 33.71p    34.86p

  Diluted earnings per share under US GAAP         33.06p    34.79p

The adjustment described as 'FAS 133' comprises FAS 133 and subsequent revising standards, FAS 138 and FAS 149, together with guidance issued by the Derivatives Implementation Group ('DIG').

The cumulative adjustment to the profit under US GAAP for the nine months ended 31 December 2003 of GBP(0.6) million (net of tax) represents the cumulative effect on US GAAP earnings of adopting FAS 143 'Accounting for Asset Retirement Obligations' effective from 1 April 2003.

The cumulative adjustment to the profit under US GAAP for the nine months ended 31 December 2002 of GBP141.1 million (net of tax) represented the cumulative effect on US GAAP earnings of adopting revised FAS 133 guidance effective from 1 April 2002 issued by the DIG under Issue C15 'Normal Purchase and Normal Sales Exception for Certain Option-Type Contracts and Forward Contracts in Electricity' and Issue C16 'Applying the Normal Purchases and Normal Sales Exception to Contracts that Combine a Forward Contract and Purchased Option Contract'.

(b) Effect on equity shareholders' funds of differences between UK GAAP and US GAAP:



                            31 December    31 December    31 March
                                   2003           2002        2003
                                   GBPm           GBPm        GBPm

  Equity shareholders'
  funds under UK GAAP           4,699.6        4,610.4     4,638.3


  US GAAP adjustments:

  Goodwill                        572.3          572.3       572.3

  Business combinations          (201.1)        (214.6)     (226.3)

  Amortisation of
  goodwill                        125.9           15.1        51.0


  ESOP shares held in
  trust                           (30.0)         (37.3)      (38.2)


  US regulatory net
  assets                          833.0          900.5     1,007.9


  Pensions                       (394.3)         228.3      (412.8)

  Dividends                        87.3          132.1       132.2

  Revaluation of fixed
  assets                          (54.0)         (54.0)      (54.0)


  Depreciation on
  revaluation uplift               11.9           10.0        10.5


  Decommissioning and
  mine reclamation
  liabilities                      (7.3)          19.9         0.4


  PacifiCorp Transition
  Plan costs                       26.8           62.0        56.1


  FAS 133                         102.4         (123.2)      (66.8)

  Other                           (10.4)         (17.4)      (12.1)

  Deferred tax:

  Effect of US GAAP
  adjustments                    (147.6)        (302.6)     (157.4)


  Effect of differences
  in methodology                  (17.6)         (16.9)      (21.4)


  Equity shareholders'
  funds under US GAAP           5,596.9        5,784.6     5,479.7

The FAS 133 adjustment represents the difference between accounting for derivatives under UK and US GAAP. FAS 133 requires all derivatives, as defined by the standard, to be marked to market value, except those which qualify for specific exemption under the standard or associated DIG guidance, for example those defined as normal purchases and normal sales. The derivatives which are marked to market value in accordance with FAS 133 include only certain of the group's commercial contractual arrangements as many of these arrangements are outside the scope of FAS 133. In addition, the effect of these changes in the fair value of certain long-term contracts entered into to hedge PacifiCorp's future retail energy resource requirements, which are being marked to market value in accordance with FAS 133, are subject to regulation in the US and are therefore deferred as regulatory assets or liabilities pursuant to FAS 71 'Accounting for the Effects of Certain Types of Regulation'. The FAS 133 adjustment included within equity shareholders' funds at 31 December 2003 of GBP102.4 million includes a net liability of GBP294.3 million which is subject to regulation and is therefore offset by a US regulatory asset of GBP294.3 million included within 'US regulatory net assets' above.

8 Contingent liabilities

There have been no material changes to the group's contingent liabilities disclosed in the 2002/03 Annual Report & Accounts.

9 Exchange rates

The exchange rates applied in the preparation of the quarterly Accounts were as follows:



                                              Nine months ended
                                                  31 December
                                               2003         2002

     Average rate for quarters ending

     30 June                              $1.62/GBP    $1.46/GBP

     30 September                         $1.61/GBP    $1.55/GBP

     31 December                          $1.71/GBP    $1.57/GBP

     Closing rate as at 31 December       $1.79/GBP    $1.61/GBP



          The closing rate for 31 March 2003 was $1.58/GBP.

Independent Review Report to Scottish Power plc

Introduction

We have been instructed by the company to review the financial information, contained in the quarterly report, which comprises the Group Profit and Loss Accounts, the Group Cash Flow Statement, the Reconciliation of Net Cash Flow to Movement in Net Debt, the Group Balance Sheet and the related notes. We have read the other information contained in the quarterly report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information.

Directors' responsibilities

The quarterly report, including the financial information contained therein, is the responsibility of, and has been approved by, the directors. The Listing Rules of the Financial Services Authority require that the accounting policies and presentation applied to the quarterly figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed.

Review work performed

We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with United Kingdom Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. This report, including the conclusion, has been prepared for and only for the company for the purpose of the Listing Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Review conclusion

On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the three months ended 31 December 2003 and for the nine months ended 31 December 2003.



  PricewaterhouseCoopers LLP
  Chartered Accountants
  Glasgow
  4 February 2004


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