Scottish Power plc Announces 2003/04 PRELIMINARY RESULTS Including Fourth Quarter Results to 31 March 2004


GLASGOW, U.K., May 25, 2004 (PRIMEZONE) -- SCOTTISH POWER plc:


 Highlights

   Strong financial performance

   -- Profit before tax* up 10% to GBP920 million
   -- Earnings per share* of 36.4 pence, up 8%
   -- Net debt lower by GBP0.6 billion at GBP3.7 billion
   -- Full year dividend per share of 20.50 pence, including 6.25 pence
      for the fourth quarter

   Improving operational performance

   -- US rate cases -- additional $100 million annual revenue
   -- UK customer numbers increased by 600,000 to 4.25 million
   -- Cost and efficiency savings of GBP49 million

   Investing for organic growth

   -- GBP364 million invested for growth with a range of attractive
      returns
   -- 1,060 MW of new gas fired generation announced
   -- 534 MW of renewables constructed in the year


       Quarter 4                                      Full Year
     2003/04    2002/03  GBP million                2003/04    2002/03

       1,748      1,455  Turnover                     5,797      5,274

         292        283  Operating profit             1,023        946

         321        317  Operating profit             1,151      1,085
                         excluding goodwill

         239        214  Profit before tax              792        697

         269        247  Profit before tax              920        836
                         excluding goodwill

         9.0        8.3  Earnings per share            29.4       26.2
                         (pence)

        10.6       10.1  Earnings per share            36.4       33.7
                         excluding goodwill
                         (pence)

        6.25      7.177  Dividends per share          20.50     28.708
                         (pence)

Note: Items marked * are excluding goodwill amortisation. 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. The full statutory results are presented in the "Group Profit and Loss Account" and in Note 2 "Segmental information" on pages 11 to 12 and 16 to 17 respectively. Unless otherwise stated, "year" relates to the year to 31 March 2004, and "quarter" relates to the three months to 31 March 2004.

Ian Russell, ScottishPower Chief Executive, said:

"This has been another good year for ScottishPower. Our strategy of improving operational performance and growing our returns through organic investment delivered strong results. Pre-tax profit* increased by 10% to GBP920 million and earnings per share* were up by 8% to 36.4 pence per share. The dividend for the fourth quarter of 2003/04 will be 6.25 pence per share, giving a total dividend of 20.50 pence per share for the year.

Looking ahead, we are well placed to exploit fully the good opportunities we see for profitable growth on both sides of the Atlantic. Increasing demand and the need for more reliable and sustainable energy present attractive opportunities for organic growth and higher returns. We expect to invest GBP1.2 billion in the current year of which around half will be for organic growth. We remain confident that our strategy will create further value for shareholders."

CHIEF EXECUTIVE'S REVIEW -- DELIVERING THE STRATEGY

This has been another good year for ScottishPower. Our skills in serving customers, balancing demand and supply, and managing our assets, together with our increased investment programme, have resulted in higher growth, more efficient performance and better returns. All of our businesses delivered improved performance, principally due to increased revenues with higher volumes and prices, and the returns from investing in generation, networks and gas storage. As a result, pre-tax profit* increased by GBP84 million to GBP920 million, and earnings per share* increased by 8% to 36.4 pence.

The full year dividend of 20.50 pence per share, is covered 1.78 times by earnings per share* in line with our stated policy effective from 1 April 2003. The dividend for each of the first three quarters of 2004/05 will be 4.95 pence per share, with the balance of the total dividend to be set in the fourth quarter. We remain committed to our stated policy of growing dividends broadly in line with earnings.

We remain focused on delivering our established strategy of improving operational performance and achieving organic growth by investing in projects with a range of attractive returns.

In improving our operational performance, we aim to increase revenue through regulatory rate cases and customer growth which, together with driving down costs across the group, bring improvements to the bottom line. In the year we have been awarded $100 million in additional annual revenue from US rate cases; grown our UK customer base by 600,000 to 4.25 million (16% growth); and reduced costs across the group by GBP49 million. We have also increased network reliability, with PacifiCorp reducing the average outage time for customers by 16% and Infrastructure Division reducing network faults by 8.5%.

We spent approximately GBP900 million in the year on net capital investment, some 40% of which was in projects which will deliver organic growth. We have exercised strict capital discipline and all our capital projects meet rigorous criteria for value creation. We have also developed a high quality pipeline of projects that offer a range of attractive returns. We believe current allowed regulatory returns justify investment in our regulated assets and, through incentives, we believe that we can better these returns. In our competitive businesses we seek returns of at least 2% above our weighted average cost of capital. All new investments, assessed on a risk adjusted returns basis, are expected to be earnings enhancing and support our aim of retaining our A- credit rating for our principal operating subsidiaries. In the year, we invested in windfarm projects in the US and UK totalling more than 534 MW; commenced initial work on the new 525 MW Currant Creek gas-fired power plant in Utah; undertook substantial network investment in the US of 564 MVA; and added to our gas storage capacity. We currently forecast investing approximately GBP1.2 billion in the year to March 2005 in networks, generation and gas storage, all of which will deliver a range of attractive returns, some 50% of which is expected to deliver organic growth.

Looking ahead, we are well placed to exploit fully the good opportunities we see for profitable growth on both sides of the Atlantic. Increasing demand and the need for more reliable and sustainable energy present attractive opportunities for organic growth and higher returns. We remain confident that our strategy will create further value for shareholders.

INVESTING FOR ORGANIC GROWTH

Net investment in assets totalled GBP901 million in the year, with GBP247 million invested in the final quarter. Our organic growth expenditure totalled GBP364 million for the year, with 58% of that figure invested in our regulated businesses and 42% in our competitive businesses. Geographically, GBP268 million (74%) of growth spend was invested in the US and GBP96 million (26%) in the UK.

PacifiCorp's net investment in assets totalled GBP419 million, with GBP151 million (36%) of this invested for organic growth. Of this, GBP126 million was invested in new transmission and system networks, including new connections and system reinforcement spend and in our major network expansion project along the Wasatch Front in Utah. New generation growth investment of GBP25 million included spend on Currant Creek, the 525 MW plant, in Utah. In May 2004, PacifiCorp announced it had selected Summit Vineyard LLC to construct a 534 MW gas-fired plant for approximately $330 million. The proposed new plant, named Lake Side, would be located near Salt Lake City, Utah, and would provide base load power starting in 2007.

In our Infrastructure Division, net investment in assets was GBP260 million, with GBP60 million (23%) in organic growth areas such as new customer connections and network upgrading, including ongoing reinforcement projects in Dumfries & Galloway and Wrexham. Compared to 2002/03, we have increased investment in the replacement of network assets. The total number of distribution network faults has reduced by 8.5% in the year and we have achieved reductions in the unit cost of faults on our 33kV cable network and 11kV overhead line network.

In our UK Division, net investment in assets was GBP93 million, with GBP36 million (39%) of this invested in organic growth projects. This included investment in new wind generation of GBP26 million, with Cruach Mhor (30 MW) windfarm now fully commissioned and Black Law (96 MW) under construction, following receipt of planning consent in February 2004. The project to upgrade and increase the capacity of the Cruachan pumped storage hydro station from 400 MW to 440 MW is near completion. Offshore windfarm activity is also progressing with the allocation of a second site from the Crown Estates Office auction. In the next financial year, the division aims to continue to invest in renewable generation capabilities with the objective of meeting the stated target of achieving 10% of electricity supply from renewable sources by 2010. The Government granted planning permission in May 2004 for the construction of a highly flexible GBP100 million gas store near Byley, Cheshire.

PPM's net investment in assets for the year was GBP129 million, with GBP117 million (91%) invested in organic growth projects. Of this, more than GBP100 million was invested in new wind generation, with the construction of Flying Cloud (44 MW), Moraine (51 MW), Mountain View III (22 MW) and Colorado Green (81 MW). All of these windfarms qualified for US Production Tax Credits ("PTCs") and accelerated tax depreciation benefits, and were commercially operational in the third quarter and contributing to profits. Other growth investments during the year included the purchase of an additional 17% ownership interest in the Alberta gas storage hub, bringing PPM's total ownership to 57%, and the commencement of a further gas storage development of 7 BCF at the Waha site in west Texas. The project is being developed in phases over six years, with the first phase operational by 2006.

IMPROVING OPERATIONAL PERFORMANCE

PacifiCorp

Operating profit, excluding goodwill amortisation, increased by $65 million to $943 million, including the delivery of cost efficiencies of $49 million and deferred power costs recovered, which were $23 million lower at $91 million. The first quarter of 2004/05 has started less strongly than our expectations due to a combination of milder weather impacting on residential demand, lower hydro resource and lower thermal plant availability. However, PacifiCorp remains committed to achieving its target of $1 billion EBIT (earnings before interest and tax, excluding goodwill amortisation) in 2004/05.

PacifiCorp is currently pursuing a regulatory programme in all states with the objective of keeping rates closely aligned to ongoing costs. In March 2004, the Wyoming Public Service Commission granted PacifiCorp approximately $23 million of additional annual revenue, reflecting the Commission's recognition of the investments made by PacifiCorp in support of customer growth in the state. Along with awards earlier in the year of $65 million in Utah, $8.5 million in Oregon, and $3 million in California, this took the total of rate case awards in the year to approximately $100 million of additional annual revenue. These rate cases included full recovery for all new system investments and other new costs. The $27 million Washington general rate case is progressing on schedule with an outcome expected at the end of November 2004. PacifiCorp seeks to maximise its return on equity ("ROE") within the limits permitted by US state regulators. The outcome of general rate cases conducted by the state regulatory commissions sets the authorised ROE, with each commission establishing its own ROE for PacifiCorp. During the year, the authorised ROE specified by PacifiCorp's state regulators ranged from 10.5% to 10.9%. Regulatory returns for PacifiCorp at September 2003, the end of the last regulatory reportable period, were approximately 8%.

As a regulated business, PacifiCorp serves some of the fastest growing regions in the western US, which provides an opportunity for further network investment and generation sourcing to ensure reliable service, and extensive expansion plans are underway. Regulatory and other final approvals to build the 525 MW Currant Creek gas-fired station in Utah, were given in March and April 2004, and we have already begun the first phase of construction of this $350 million plant. For the proposed Lake Side plant we are seeking regulatory approval by December 2004. Further opportunities include a potential 1,100 MW in proposed renewable projects and $212 million currently being invested for growth in infrastructure across our six states, including Utah, which has seen strong residential load growth of approximately 4% per annum in recent years. Network investments, such as the increase of 564 MVA of capacity added this year improved underlying system reliability. These system-wide investments have assisted in the delivery of a 16% improvement in reliability over the prior year, excluding major events such as the impact of the extremely challenging winter storms that hit PacifiCorp's service area. During the same period PacifiCorp has improved its level of safety, reducing lost time accidents by 25%.

In the year, PacifiCorp delivered $49 million of operating efficiencies, including benefits from generation plant performance, managing power costs, and negotiation of fuel contracts. Cumulative operating efficiencies now stand at $266 million and we remain on track to achieve our $300 million savings target in 2004/05.

PacifiCorp today has a proven management strategy to balance power demand and supply with a portfolio of generation and transmission assets, forward physical purchases and financial hedges, delivering a forecast net balanced position for the summer periods of 2004 and 2005. PacifiCorp's natural gas supply is also fully hedged through 2006 and the company is implementing longer-term supply arrangements to minimise natural gas supply risks for the Currant Creek plant.

Infrastructure Division

The success of Infrastructure Division, our UK wires business, in growing its regulated revenues and controlling its cost base, which reduced by GBP6 million in the year, helped drive operating profit up GBP26 million to GBP394 million. Our Infrastructure Division was rated amongst the top performers in the key area of asset management in an earlier independent study from Ofgem, an accolade that highlights the advances made as the company develops investment programmes around a clear understanding of asset risk and network performance. At the same time, we sought to minimise customer disruption through all weathers, largely successfully, as the Department of Trade & Industry acknowledged in a post-storm investigation.

As the UK's third largest electricity distribution business, we are set to play a key role in rewiring Britain. The Government agrees more money must be spent on preparing the UK for an increase in electricity supply from renewables as well as strengthening the existing network to meet the needs of the 21st century. We hope to invest at least GBP1.2 billion in our network in the next five years. In addition, we envisage some GBP100 million will be invested to accommodate Distributed Generation ("DG"), mainly to link new windfarms to the grid. We remain supportive of Ofgem's objectives in this area and believe that progress has been made towards the development of acceptable proposals for DG. A related scheme for expanding transmission is underway and preparatory work on stage one, an investment of over GBP200 million, is well advanced. Further stages still to be approved could see a total investment of GBP400 million over 10 years, which will be the biggest growth in the UK high voltage network since the 1960s. These investments will increase our regulated asset base and, consequently, returns.

We remain constructively engaged with Ofgem on the 2005 Distribution Price Control Review. Ofgem's March 2004 consultation document set out the issues, with key areas outstanding, including cost of capital. We will continue to press Ofgem for higher rates of return to reflect correctly the nature of our business and look forward to Ofgem's initial proposals due at the end of June this year.

UK Division

UK Division, our integrated generation and customer supply business, gained 600,000 customers in the year, bringing the total number of customers to 4.25 million, an increase of 16%. In the first quarter of 2004/05 we continue to make good progress in attracting more new customers. We continue to enjoy the benefit from using a single domestic billing system and this, along with other process improvements, has contributed to us gaining a top two ranking in quality of service ratings in minimising complaints for direct selling and customer transfers. The customer gains were not won lightly and stem from a tough, two-year streamlining of operations to improve customer service, facilitating our strong customer growth and also improving efficiency. Consequently, operating profit, excluding goodwill amortisation, rose by GBP23 million to GBP101 million.

UK Division has laid the foundations for increased returns by focusing on reliability and efficiency. Supply activities are being transformed by the 6 Sigma programme which aims to improve all customer handling processes and which delivered revenue and cost benefits of GBP13 million in the year. We have now extended this programme to our generation activities and expect to see both operational and cost improvements.

Pivotal to the running of our vertically integrated operations is the Energy Management hub whose performance has again underlined our ability to balance customer numbers and the generation capacity required to supply them while delivering competitive prices. The renegotiation or removal of restructuring contracts, inherited at privatisation, is now complete. Last year, an annual cost burden of approximately GBP25 million (based on 2002/03 market prices) was removed, following the renegotiation of the Nuclear Energy Agreement (with British Energy). The early termination of the Peterhead and Hydro Agreements (with Scottish and Southern Energy) will deliver a future annual saving of approximately GBP20 million from April 2005. As our customer base grows we continue to explore opportunities to add further gas-fired generation to our generation portfolio.

In addition, renewables are now central to the UK's future power needs and as the UK's leading windfarm developer, ScottishPower is ideally placed to benefit. The planning approval for Black Law in Scotland's Central Belt in February 2004 was the largest consent given for an onshore windfarm in the UK and our experience in building windfarms gives the Division a vital skills advantage in siting, environmental impact assessment and design. We were pleased to commission the 30 MW Cruach Mhor windfarm in March 2004. Our offshore wind activity is also progressing with the allocation of a second site from the Crown Estates Office auction.

The GBP100 million, 6 BCF gas storage facility near Byley, Cheshire will help provide greater security of supply, as gas imports to the UK are expected to rise. Byley's short cycle time will also enable it to respond to the expected increase in overall demand and price volatility.

Our focus on efficiency has also driven improvements in our fuel and logistics processes. Coal deliveries, under the new Clydeport contract started at Hunterston and Rosyth in April 2004, are expected to deliver savings of GBP8 million in the financial year 2004/05 and up to GBP10 million per annum thereafter. Additionally, on completion of successful trialing of co-burning, full biomass operations at Longannet and Cockenzie are planned to commence this year with expectations to deliver approximately GBP5 million of annual benefit through Renewables Obligation Certificates ("ROCs").

The latest proposals for the National Allocation Plan under the EU Emissions Trading Scheme published on 6 May 2004 remain in line with our expectations and continue to show the burden of carbon reduction being placed on the power sector. Whilst supporting the overall Government objective of achieving a lower carbon economy, ScottishPower continues to argue that the scheme must encourage sufficient investment in new generation to ensure the ongoing security of supply in the UK.

PPM

PPM, our competitive US energy company, continues to build on its impressive record. Operating profit, excluding goodwill amortisation, rose by $18 million (41%) to $63 million, with increased contributions from gas storage, optimisation of assets and its steadily growing share of the US wind power market.

PPM accounted for almost a third of new wind developments in the US in calendar year 2003, adding control of 528 MW (504 MW in the financial year 2003/04) to its portfolio, which now totals around 830 MW of renewable energy currently under its control. PPM is now pursuing its immediate goal of developing another 500 MW of wind projects. Their completion depends partly on the extension of the PTCs, expected to be introduced this year, which would keep PPM on track for its goal of 2,000 MW by 2010. In the longer-term, PPM is well placed to take full advantage of the 8,000 MW of potential projects and sites already ear-marked for development. In line with the group's prudent energy management strategy, PPM has already sold forward approximately 80% of its wind power in contracts of between 10 and 25 years, locking in a regular "annuity" value.

During the year, an increasing component of PPM's revenues came from its gas storage and hub services business, serving North America from bases in Texas and Canada, which includes operating or contracting activities for gas storage and selling capacity forward. Our view is that gas prices will remain volatile, with tight supply and demand, enhancing the value of PPM's owned and contracted gas storage facilities which now total 67 BCF. In addition, as part of PPM's increased origination activities, the number of large wholesale gas customers has increased by approximately 50% over the past year and includes major refineries and municipalities.

FINANCIAL REVIEW

This has been a year of strong financial performance for ScottishPower with increased operating profit across all businesses and lower interest charges leading to higher pre-tax profit and earnings per share. Our policy to hedge dollar earnings to reduce the impact of currency volatility successfully mitigated the impact on earnings of the weaker US dollar.

Group turnover for the year increased by GBP523 million to GBP5,797 million and by GBP293 million to GBP1,748 million in the quarter, with the majority of the increases from balancing our UK power and gas positions, which were offset in cost of sales. The weaker US dollar reduced sterling revenues by GBP61 million in the quarter and GBP204 million in the year. Dollar turnover in PacifiCorp was in line with last year, as higher retail revenues from greater customer usage, prices and favourable weather conditions were offset by lower wholesale volumes. Infrastructure Division's turnover grew in the year by 14% due to higher regulated and new connection revenues. The UK Division's turnover increased by 29% mainly as a result of revenues from balancing activities, and improved retail electricity and gas sales reflecting an increased customer base and higher prices. PPM's dollar revenues increased by 33%, due to optimisation of its asset portfolio, the addition of new wind generation and gas storage expansion.

Group operating profit improved significantly for the year, up GBP77 million (8%) at GBP1,023 million and, excluding goodwill amortisation, increased by GBP66 million to GBP1,151 million. Each of our four businesses delivered improved results for the year and, in particular, our competitive businesses, UK Division and PPM, produced strong performances with operating profit up by over 29% on last year.

In PacifiCorp operating profit, excluding goodwill amortisation, increased by GBP23 million, benefiting from strong retail revenue growth mentioned above, and the delivery of further operational cost efficiencies, partly offset by higher net operating costs including depreciation, and the impact of the weaker US dollar. Infrastructure Division's operating profit increased by GBP26 million (7%). Higher regulated use of system revenues and increased England-Scotland interconnector sales contributed GBP16 million and lower net operating costs and property sale gains delivered a further GBP10 million improvement. The UK Division's operating profit, excluding goodwill amortisation, increased by GBP23 million (30%). A combination of improved margins across the UK Division's integrated value chain and the significant continuing growth in customer numbers resulted in a GBP37 million increase in electricity margins. Gas margins improved by GBP2 million as a result of gas storage activities. Partly offsetting these improvements were the costs of investment in customer capture and energy efficiency. In PPM, the contribution from the Katy and Alberta Hub gas storage facilities, returns from new wind generation and successful energy management activities from optimising storage asset capabilities drove the operating profit improvement of GBP8 million. Operating profit in 2002/03 included GBP14 million from discontinued operations.

In the quarter, operating profit was higher by GBP8 million at GBP292 million and, excluding goodwill amortisation, was GBP4 million higher at GBP321 million, principally due to a strong performance from PPM. Operating profit, excluding goodwill amortisation, for PacifiCorp, Infrastructure and UK Division was in line with the fourth quarter to March 2003. In PacifiCorp, higher retail revenues due to increased usage and favourable weather were more than offset by higher net power costs associated with servicing the higher load, including the impact of lower hydro and thermal plant availability. Other net cost increases including depreciation were offset by operating cost efficiencies and favourable foreign exchange movements due to the timing of hedging benefits. Within Infrastructure Division, higher distribution volumes and favourable transmission prices were offset by the timing of property sales and costs compared to the prior year, and UK Division's strong margin performance was offset by investment in customer capture and energy efficiency costs.

The net interest charge reduced by GBP16 million to GBP238 million for the year including the translation benefit from the weaker US dollar and also from lower interest rates in both the UK and US. The benefit to interest from our dollar balance sheet hedging strategy, whereby the group swaps out of sterling liabilities into dollar liabilities, was GBP39 million, GBP7 million lower than last year due to changes in the US/UK interest rate differential.

Profit before tax grew substantially in the year with a GBP95 million (14%) increase to GBP792 million. Excluding goodwill amortisation, profit before tax improved by GBP84 million to GBP920 million with our continuing businesses delivering GBP95 million of the increase, offset in part by the contribution to last year's profit before tax from discontinued operations of GBP11 million. Before the benefits of our hedging strategy, the average US dollar to pound sterling exchange rate for the year, for US profit before tax, excluding goodwill amortisation, was $1.69. We sold forward our forecast dollar earnings at an average rate of $1.41 and this delivered an earnings hedging benefit compared to the average rate for the year of approximately GBP60 million. This has therefore protected group profits from the effect of the weaker US dollar, ensuring results were in line with our expectations. We expect our earnings for the financial year to March 2005 will continue to benefit from our hedging programme with an expected hedge rate in the range of approximately $1.50 -- $1.55.

As expected, the effective rate of tax was 27%, up from 25% for last year, on profit before tax, excluding goodwill amortisation, reducing earnings per share by 1.0 pence for the year. The effective rate of tax on profit before tax was 31% compared to 30% for last year. The tax rate benefits from the release of provisions relating to prior years following agreement with the tax authorities on the treatment of specific items, and the group's financing arrangements.

As a result of improved performance in all areas of the group, earnings per share increased by 3.2 pence (12%) to 29.4 pence for the year and, for the quarter, was 0.7 pence ahead of last year at 9.0 pence. Excluding goodwill amortisation, earnings per share increased by 2.7 pence (8%) to 36.4 pence for the year, with the improvement comprising 3.1 pence from continuing operations, partly offset by 0.4 pence from discontinued operations reported last year.

Cash flows from operating activities reduced by GBP49 million to GBP1,364 million for the year. In the year favourable operating performance was partly offset by higher working capital commitments mainly due to increased gas stocks in PPM from expanded storage activities and higher debtors reflecting the significant growth in our UK retail business. Interest, tax and dividend payments totalled GBP726 million. Other net inflows which impact net debt, other than net investment in assets, were GBP465 million, mainly as a result of the cash receipt arising on the repricing of cross-currency swaps used to hedge our dollar net assets in March 2004 and the cancellation of cross-currency swaps earlier in the year on the issue of our dollar convertible bonds. These cash flows combined, provided funds of GBP1,103 million, which covered all of our GBP868 million net capital investment cash spend and contributed to the reduction in net debt during the year. After the net benefit of GBP362 million arising from the weaker US dollar and other non-cash movements, net debt at 31 March 2004 was GBP3,725 million, GBP597 million lower than at 31 March 2003. Gearing (net debt/equity shareholders' funds) was 79%, compared to 95% as at 31 March 2003.

In the year, the group invested GBP901 million in its asset base. Organic growth expenditure totalled GBP364 million and the balance of GBP537 million was invested in refurbishment, upgrade and other projects. In PacifiCorp, refurbishment and other expenditure totalled GBP268 million and included network investment, major overhauls of generation plant, mining, information technology and hydro relicensing. In Infrastructure Division, GBP200 million was primarily spent on refurbishing the network and included equipment replacement and modernisation programmes, which will improve system performance. Within the UK Division, other capital investment of GBP57 million included the ongoing refurbishment and overhaul programme at our Longannet power station, which will improve the generation plant's flexibility and capability, and hydro refurbishment works to allow the capture of ROCs, which are due to complete by the end of 2004. PPM's other capital expenditure of GBP12 million was spent on growth development projects, information technology and the refurbishment and overhaul of existing assets.

The dividend for the fourth quarter of 2003/04 will be 6.25 pence per share, payable on 28 June 2004, taking the full year's dividends to 20.50 pence per share. The dividends for the full year are covered 1.78 times by earnings per share, excluding goodwill amortisation, consistent with our stated dividend policy. The ADS dividend rate will be confirmed in a separate announcement today. The dividend for each of the first three quarters of 2004/05 is set at 4.95 pence per share with the balance of the total dividend to be set in the fourth quarter. We remain committed to our aim to grow dividends broadly in line with earnings.


 INVESTOR TIMETABLE

 Key investor dates going forward are as follows:

 2 June 2004         Shares go ex-dividend for the fourth quarter
 4 June 2004         Last date for registering transfers to receive
                     the fourth quarter dividend
 28 June 2004        Fourth quarter dividend payable
 23 July 2004        Annual General Meeting
 12 August 2004      Announcement of results for the first quarter
 18 August 2004      Shares go ex-dividend for the first quarter
 20 August 2004      Last date for registering transfers to receive
                     the first quarter dividend
 28 September 2004   First quarter dividend payable
 10 November 2004    Announcement of results for the second quarter
                     and half year ending 30 September 2004

US Dividend Tax Note

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 believes that it 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 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. All statements with respect to us, our corporate plans, future financial condition, future results of operations, future business plans, strategies, objectives and beliefs and other statements that are not historical facts are forward looking. Statements containing the words "may", "will", "expect", "anticipate", "intend", "estimate", "continue", "plan", "project", "target", "on track to", "strategy", "aim", "seek", "will meet" or other similar words are also forward looking. 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;

 --   weather and weather related impacts;

 --   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 March 2004

                                      Three months ended 31 March

                                          Continuing   Continuing
                                          operations   operations
                                           and Total    and Total
                                                2004         2003
                                  Notes         GBPm         GBPm
  --------------------------------------   -----------   ----------
  Turnover: group and
  share of joint ventures
  and associates                              1,759.1      1,463.2
  Less: share of turnover
  in joint ventures                             (10.9)        (8.1)
  Less: share of turnover
  in associates                                  (0.3)        (0.3)
                                            -----------  ----------
  Group turnover                       2      1,747.9      1,454.8
  Cost of sales                              (1,121.0)      (879.7)
                                            -----------  ----------
  Gross profit                                  626.9        575.1
  Transmission and distribution costs          (137.4)      (121.6)
  Administrative expenses (including
  goodwill amortisation)                       (207.5)      (179.1)
  Other operating income                          9.5          8.8
                                            -----------  ----------
  Operating profit before goodwill
  amortisation                                  321.0        316.9
  Goodwill amortisation                         (29.5)       (33.7)
                                            -----------  ----------
  Operating profit                     2        291.5        283.2
  Share of operating profit in
  joint ventures                                  5.0          1.2
  Share of operating profit
  in associates                                   0.2          0.2
                                           -----------  ----------
  Profit on ordinary activities
  before interest                               296.7        284.6
  Net interest and similar charges
  -- Group                                      (55.6)       (70.1)
  -- Joint ventures                              (1.8)        (0.8)
                                           -----------  ----------
                                               (57.4)        (70.9)
                                           -----------  ----------
  Profit on ordinary activities
  before goodwill amortisation
  and taxation                                  268.8        247.4
  Goodwill amortisation                         (29.5)       (33.7)
                                           -----------  ----------
  Profit on ordinary activities
  before taxation                               239.3        213.7
  Taxation
  -- Group                                      (72.2)       (59.1)
  -- Joint ventures                              (0.3)        (0.1)
  -- Associates                                    --         (0.1)
                                           -----------  ----------
                                       3        (72.5)       (59.3)
                                           -----------  ----------
  Profit after taxation                         166.8        154.4
  Minority interests (including
  non-equity)                                    (1.8)        (1.1)
                                           -----------  ----------
  Profit for the period                         165.0        153.3
  Dividends                            5       (112.9)      (132.2)
                                           -----------  ----------
  Profit retained                                52.1         21.1
                                           -----------  ----------
 Earnings per ordinary share           4        9.02p        8.31p
 Adjusting item -- goodwill
 amortisation                                   1.61p        1.82p
                                           -----------  ----------
 Earnings per ordinary share before
 goodwill amortisation                 4       10.63p       10.13p
                                           -----------  ----------

 Diluted earnings per ordinary share   4        8.72p        8.30p
 Adjusting item -- goodwill
 amortisation                                   1.53p        1.82p
                                           -----------  ----------
 Diluted earnings per ordinary
 share before goodwill amortisation    4       10.25p       10.12p
                                           -----------  ----------
 Dividend per ordinary share           5        6.25p       7.177p
                                           -----------  ----------

 Group Profit and Loss Account
 for the year ended 31 March 2004

                                   Year ended 31 March

                    Continuing
                    operations  Continuing  Discontinued
                     and Total  operations    operations    Total
                          2004        2003          2003     2003
               Notes      GBPm        GBPm          GBPm     GBPm
 ----------------------  --------   ---------   ---------  -------
 Turnover: group
 and share of
 joint ventures
 and associates         5,828.9     5,273.1         26.7  5,299.8
 Less: share of
 turnover in
 joint ventures           (31.0)      (25.2)          --    (25.2)
 Less: share of
 turnover in
 associates                (0.8)       (0.8)          --     (0.8)
 -------------------- ---------   ---------     ---------  -------
 Group turnover     2   5,797.1     5,247.1         26.7  5,273.8
 Cost of sales         (3,630.6)   (3,215.4)       (11.4)(3,226.8)
 -------------------- ---------   ---------     ---------  -------
 Gross profit           2,166.5     2,031.7         15.3  2,047.0
 Transmission and
 distribution costs      (544.5)     (512.6)          --   (512.6)
 Administrative
 expenses (including
 goodwill
 amortisation)           (626.2)     (613.2)        (1.3)  (614.5)
 Other operating
 income                    26.8        26.0           --     26.0
 -------------------- ---------   ---------     ---------  -------
 Operating profit
 before goodwill
 amortisation           1,150.6     1,070.9         14.0  1,084.9
 Goodwill
 amortisation            (128.0)     (139.0)          --   (139.0)
 -------------------- ---------   ---------     ---------  -------
 Operating profit   2   1,022.6       931.9         14.0    945.9
 Share of operating
 profit in joint
 ventures                   7.3         4.8           --      4.8
 Share of operating
 profit in
 associates                 0.3         0.4           --      0.4
 -------------------- ---------   ---------     ---------  -------
 Profit on ordinary
 activities before
 interest               1,030.2       937.1         14.0    951.1
 Net interest and
 similar charges
 -- Group                (232.3)     (245.9)        (3.0)  (248.9)
 -- Joint ventures         (5.8)       (5.4)          --     (5.4)
 -------------------- ---------   ---------     ---------  -------
                         (238.1)     (251.3)        (3.0)  (254.3)
 -------------------- ---------   ---------     ---------  -------
 Profit on ordinary
 activities before
 goodwill
 amortisation
 and taxation             920.1       824.8         11.0    835.8
 Goodwill amortisation   (128.0)     (139.0)          --   (139.0)
 -------------------- ---------   ---------     ---------  -------
 Profit on ordinary
 activities before
 taxation                 792.1       685.8         11.0    696.8
 -------------------- ---------   ---------     ---------  -------
 Taxation
 -- Group                (247.3)     (205.8)        (3.4)  (209.2)
 -- Joint ventures         (1.0)        0.3           --      0.3
 -- Associates             (0.1)       (0.1)          --     (0.1)
 -------------------- ---------   ---------     ---------  -------
                    3    (248.4)     (205.6)        (3.4)  (209.0)
 -------------------- ---------   ---------     ---------  -------
 Profit after
 taxation                 543.7       480.2          7.6    487.8
 Minority interests
 (including
 non-equity)               (5.8)       (5.2)          --     (5.2)
 -------------------- ---------   ---------     ---------  -------
 Profit for the
 financial year           537.9       475.0          7.6    482.6
 Dividends          5    (375.1)     (529.5)          --   (529.5)
 -------------------- ---------   ---------     ---------  -------
 Profit/(loss)
 retained                 162.8       (54.5)         7.6    (46.9)
 -------------------- ---------   ---------     ---------  -------
 Earnings per
 ordinary share     4     29.40p      25.76p        0.41p   26.17p
 Adjusting item --
 goodwill
 amortisation              7.00p       7.54p          --     7.54p
 -------------------- ---------   ---------     ---------  -------
 Earnings per
 ordinary share
 before goodwill
 amortisation       4     36.40p      33.30p        0.41p   33.71p
 -------------------- ---------   ---------     ---------  -------
 Diluted earnings
 per ordinary
 share              4     28.83p                            26.11p
 Adjusting item --
 goodwill
 amortisation              6.77p                             7.52p
                      ---------                         ---------
 Diluted earnings
 per ordinary
 share before
 goodwill a
 amortisation       4     35.60p                            33.63p
                      ---------                         ---------
 Dividends per
 ordinary share     5     20.50p                           28.708p
                      ---------                         ---------

 Statement of Total Recognised Gains and Losses
 for the year ended 31 March 2004
                                     Year ended 31 March
                                       2004         2003
                                       GBPm         GBPm
 --------------------------------- --------      -------
 Profit for the financial year        537.9        482.6
 Exchange movement on translation
 of overseas results and net assets  (537.6)      (387.0)
 Translation differences on foreign
 currency hedging                     475.2        357.6
 Tax on translation differences on
 foreign currency hedging              46.1        (28.8)
 Total recognised gains and losses
 for the financial year               521.6        424.4
 --------------------------------- --------      -------

 Note of Historical Cost Profits and Losses
 for the year ended 31 March 2004
                                     Year ended 31 March
                                       2004         2003
                                       GBPm         GBPm
 --------------------------------- --------      -------
 Profit on ordinary activities
 before taxation                      792.1        696.8
 Differences between historical
 cost depreciation charge and
 actual depreciation
 charge for the year
 calculated on the revalued
 amount of fixed assets                 1.9          2.0
 --------------------------------- --------      -------
 Historical cost profit on
 ordinary activities before
 taxation                             794.0        698.8
 --------------------------------- --------      -------
 Historical cost profit/(loss)
 retained for the financial year
 after taxation, minority interest
 and dividends                        164.7        (44.9)
 --------------------------------- --------      -------

 Reconciliation of Movements in Shareholders' Funds
 for the year ended 31 March 2004

                                     Year ended 31 March

                                                    2003
                                            (As restated
                                       2004   -- Note 1)
                                       GBPm         GBPm
 -------------------------------- ----------    ----------
 Profit for the financial year        537.9        482.6
 Dividends                           (375.1)      (529.5)
 -------------------------------- ----------    ----------
 Profit/(loss) retained               162.8        (46.9)
 Exchange movement on
 translation of overseas
 results and net assets              (537.6)      (387.0)
 Translation differences
 on foreign currency hedging          475.2        357.6
 Tax on translation
 differences on foreign
 currency hedging                      46.1        (28.8)
 Share capital issued                  13.1         12.0
 Consideration paid in
 respect of purchase of
 own shares held under trust          (28.9)       (36.2)
 Credit in respect of employee
 share awards                           4.9         10.0
 Consideration received in
 respect of sale of own shares
 held under trust                       0.4          6.4
 -------------------------------- ----------    ----------
 Net movement in shareholders'
 funds                                136.0       (112.9)
 Opening shareholders' funds
 (as restated for
 implementation of UITF 38
 'Accounting for ESOP trusts')      4,554.9      4,667.8
 -------------------------------- ----------    ----------
 Closing shareholders' funds        4,690.9      4,554.9
 -------------------------------- ----------    ----------

 Group Cash Flow Statement
 for the year ended 31 March 2004
                                      Year ended 31 March

                                                     2003
                                             (As restated
                                        2004   -- Note 1)
                       Notes            GBPm         GBPm
 ---------------------------     -----------  -----------
 Cash inflow from
 operating activities      6         1,364.0      1,412.9
 Dividends received from
 joint ventures                          0.5          0.9
 Returns on investments
 and servicing of finance             (210.0)      (297.0)
 Taxation                             (121.8)      (191.3)
 ---------------------------      -----------  -----------
 Free cash flow                      1,032.7        925.5
 Capital expenditure and
 financial investment                 (831.2)      (675.1)
 ---------------------------      -----------  -----------
 Cash flow before acquisitions
 and disposals                         201.5        250.4
 Acquisitions and disposals            (31.3)     1,799.0
 Equity dividends paid                (394.4)      (523.4)
 ---------------------------      -----------  -----------
 Cash (outflow)/inflow
 before use
 of liquid resources
 and financing                        (224.2)     1,526.0
 Management of liquid
 resources                 7          (354.1)      (161.1)
 Financing
 -- Issue of ordinary
    share capital                       13.1         12.0
 -- Redemption of
    preferred stock of
    PacifiCorp                          (4.6)        (5.1)
 -- Cancellation of
    cross-currency swaps                76.1           --
 -- Repricing of
    cross-currency swaps               403.0           --
 -- Net purchase of own
    shares held under trust            (28.5)       (29.8)
 -- Increase/(decrease)
    in debt                7           464.3     (1,191.4)
 ---------------------------      -----------  -----------
                                       923.4     (1,214.3)
 ---------------------------      -----------  -----------
 Increase in cash in year  7            345.1        150.6
 ---------------------------      -----------  -----------



 Free cash flow represents cash flow from operating a
 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 year ended 31 March 2004

                                      Year ended 31 March

                                        2004         2003
                      Notes             GBPm         GBPm
 --------------------------      -----------  -----------
 Increase in cash
 in year                               345.1        150.6
 Cash (inflow)/
 outflow from
 (increase)/decrease
 in debt                              (464.3)     1,191.4
 Cash outflow from
 movement in
 liquid resources                      354.1        161.1
 --------------------------      -----------  -----------
 Change in net debt
 resulting from cash
 flows                                 234.9      1,503.1
 Net debt disposed                        --        100.0
 Foreign exchange
 movement                              388.3        289.9
 Other non-cash
 movements                             (26.7)        (5.6)
 --------------------------      -----------  -----------
 Movement in net debt
 in year                               596.5      1,887.4
 Net debt at end of
 previous year                      (4,321.0)    (6,208.4)
 --------------------------      -----------  -----------
 Net debt at end of year  7         (3,724.5)    (4,321.0)
 --------------------------      -----------  -----------

 Group Balance Sheet
 as at 31 March 2004
                                                     2003
                                             (As restated
                                        2004   -- Note 1)
                       Notes            GBPm         GBPm
 ---------------------------     -----------  -----------

 Fixed assets
 Intangible assets
 -- goodwill                         1,855.9      2,280.6
 Tangible assets                     8,756.6      9,028.7
 Investments
 -- Investments in joint
    ventures:
    Share of gross assets              180.8        111.9
    Share of gross liabilities        (157.3)      (111.8)
                                 -----------  -----------
                                        23.5          0.1
 -- Loans to joint ventures             38.8         40.2
                                 -----------  -----------
                                        62.3         40.3
 -- Investments in associates            2.7          2.8
 -- Other investments                  129.8        150.2
                                 -----------  -----------
                                       194.8        193.3
                                 -----------  -----------
                                    10,807.3     11,502.6
                                 -----------  -----------
 Current assets
 Stocks                                185.5        154.6
 Debtors
 -- Gross debtors                    1,576.2      1,684.5
 -- Less non-recourse financing       (109.5)      (148.2)
                                 -----------  -----------
                                     1,466.7      1,536.3
 Short-term bank and other
 deposits                            1,347.3        664.6
                                 -----------  -----------
                                     2,999.5      2,355.5
                                 -----------  -----------
 Creditors: amounts falling due
 within one year
 Loans and other borrowings           (410.7)      (208.5)
 Other creditors                    (1,658.7)    (1,777.3)
                                 -----------  -----------
                                    (2,069.4)    (1,985.8)
                                 -----------  -----------
 Net current assets                    930.1        369.7
                                 -----------  -----------
 Total assets less current
 liabilities                        11,737.4     11,872.3
 Creditors: amounts falling
 due after more than one year
 Loans and other borrowings
 (including convertible bonds)      (4,661.1)    (4,777.1)
 Provisions for liabilities
 and charges
 -- Deferred tax                    (1,242.2)    (1,301.9)
 -- Other provisions                  (504.5)      (605.6)
                                 -----------  -----------
                                    (1,746.7)    (1,907.5)
 Deferred income                      (577.8)      (558.9)
                                 -----------  -----------
 Net assets               2          4,751.8      4,628.8
                                 -----------  -----------
 Called up share capital               929.8        928.0
 Share premium                       2,275.7      2,264.4
 Revaluation reserve                    41.6         43.5
 Capital redemption reserve             18.3         18.3
 Merger reserve                        406.4        406.4
 Profit and loss account             1,019.1        894.3
                                 -----------  -----------
 Equity shareholders' funds          4,690.9      4,554.9
 Minority interests
 (including non-equity)                 60.9         73.9
                                 -----------  -----------
 Capital employed                    4,751.8      4,628.8
                                 -----------  -----------
 Net asset value per
 ordinary share          4            256.2p       248.4p
                                 -----------  -----------

 Notes to the Preliminary Statement and quarterly Accounts
 for the year ended 31 March 2004

 1   Basis of preparation

 (a) The financial information included within this
     Preliminary Statement and quarterly Accounts has been
     prepared on the basis of accounting policies
     consistent with those set out in the Accounts for the
     year ended 31 March 2003 with the exception of the
     group's policy in respect of own shares held
     under trust.

     The group has implemented UITF Abstract 38 'Accounting
     for ESOP trusts' ("UITF 38") in the financial year
     ended 31 March 2004. UITF 38 requires own shares held
     under trust to be deducted in arriving at shareholders'
     funds. Previously own shares held under trust were
     presented as fixed asset investments. Consequential
     adjustments have also been made to Other creditors
     and Other provisions. Comparative figures have been
     restated in the Balance Sheet, Cash Flow Statement
     and related Notes. The implementation of UITF 38 had
     no impact on the group's previously reported
     profits and losses.

     The effect of UITF 38 on the group's previously
     reported net assets is as follows:

                                            As at 31 March 2003

                 Fixed
                 asset         Other          Other          Net
           investments     creditors     provisions       assets
                  GBPm          GBPm           GBPm         GBPm
 ------------ -----------  -----------    -----------  -----------
 As previously
 reported        290.4       1,785.7          610.9      4,712.2
 Effect of
 implementing
 new
 accounting
 policy          (97.1)         (8.4)          (5.3)       (83.4)
             -----------   -----------    -----------  -----------
 As restated     193.3       1,777.3          605.6      4,628.8
             -----------   -----------    -----------  -----------

     The group has also implemented Revised UITF Abstract 17
     'Employee share schemes' ("Revised UITF 17") in the
     financial year ended 31 March 2004. Revised UITF 17 requires
     the minimum profit and loss charge for share options granted
     to be determined as the intrinsic value. Previously this
     charge was based on either the intrinsic value or, where
     purchases of shares were made by an ESOP trust at fair value,
     by reference to the cost of shares available for the award
     less any contributions payable by the employees. The
     implementation of Revised UTIF 17 had no impact on the
     group's previously reported profit and losses.

 (b) The information shown for the years ended 31 March 2004
     and 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 years
     ended 31 March 2004 and 31 March 2003 respectively. The reports
     of the auditors on those Accounts were unqualified and did not
     contain a Statement under either Section 237(2) or Section
     237(3) of the Companies Act 1985. The Accounts for the year
     ended 31 March 2003 have been filed with the Registrar of
     Companies. The Accounts for the year ended 31 March
     2004 will be delivered to the Registrar of Companies
     in due course. The information shown in respect of the
     three months ended 31 March 2004 and 31 March 2003 is unaudited.

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

 (d) The financial information on pages x to x was approved by the
     Board on 25 May 2004.


 2    Segmental information

 (a)  Turnover by segment

                                         Three months ended 31 March

                                                      Total turnover
                                                       2004     2003
                                              Note     GBPm     GBPm

 -------------------------------------------------- -------   ------
 United Kingdom -- continuing operations
 UK Division -- Integrated Generation and Supply      976.2   691.6
 Infrastructure Division -- Power Systems             202.7   176.6
                                                    -------   ------
 United Kingdom total -- continuing  operations
 United States -- continuing operations             -------   ------
 PacifiCorp                                           552.7   609.5
 PPM                                                  122.2    83.1
                                                    -------   ------
 United States total -- continuing operations
                                                    -------   ------
 Total continuing operations                   (i)

                                                    -------   ------

                                                Year ended 31 March
                                                    Total  turnover
                                                     2004      2003
                                             Note    GBPm      GBPm

 ------------------------------------------------- -------  -------
 United Kingdom -- continuing operations
 UK Division -- Integrated Generation and Supply   2,804.0  2,180.8
 Infrastructure Division -- Power Systems            704.1    667.3
                                                   ------- --------
 United Kingdom total -- continuing operations
 United States -- continuing operations            ------- --------
 PacifiCorp                                        2,321.1  2,502.2
 PPM                                                 352.9    293.6
                                                   ------- --------
 United States total -- continuing operations
                                                   ------- --------
 Total continuing operations

                                                   ------- --------
 United Kingdom -- discontinued operations
 Southern Water                                         --     26.7

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

                                                   ------- --------
 Total                                        (i)

                                                   ------- --------


                                       Three months ended 31 March
                                                    Inter
                                                 -segment turnover
                                                     2004     2003
                                               Note  GBPm     GBPm
 -------------------------------------------------- -------  -------
 United Kingdom -- continuing operations
 UK Division -- Integrated Generation and Supply     (7.0)    (8.3)
 Infrastructure Division -- Power Systems           (95.7)   (94.4)
                                                  --------  --------
 United Kingdom total -- continuing operations
 United States -- continuing operations
                                                  --------  --------
 PacifiCorp                                          (0.9)     (0.6)
 PPM                                                 (2.3)     (2.7)
                                                  --------  --------
 United States total -- continuing operations
                                                  --------  --------
 Total continuing operations                    (i)
                                                  --------  --------

                                               Year ended 31 March
                                                  Inter-
                                                 segment  turnover
                                                    2004      2003
                                              Note  GBPm      GBPm

 -------------------------------------------------- -----   -------
 United Kingdom -- continuing operations
 UK Division -- Integrated Generation and Supply   (26.6)    (33.0)
 Infrastructure Division -- Power Systems         (345.8)   (353.3)
                                                  --------  --------
 United Kingdom total -- continuing operations
 United States -- continuing operations
                                                  --------  --------
 PacifiCorp                                         (2.5)     (2.8)
 PPM                                               (10.1)     (7.7)

                                                  --------  --------
 United States total -- continuing operations
                                                  --------  --------
 Total continuing operations
                                                  --------  --------
 United Kingdom -- discontinued operations
 Southern Water                                       --        --
                                                  --------  --------
 United Kingdom total -- discontinued operations
                                                  --------  --------
 Total                                          (i)
                                                  --------  --------

                                         Three months ended 31 March
                                                  External  turnover
                                                      2004      2003
                                       Note           GBPm      GBPm

 -------------------------------------------------- -------   -------
 United Kingdom -- continuing operations
 UK Division -- Integrated Generation
 and Supply                                          969.2     683.3
 Infrastructure Division -- Power Systems            107.0      82.2
                                                   --------  --------
 United Kingdom total
 -- continuing operations                          1,076.2     765.5
 United States -- continuing operations            --------  --------
 PacifiCorp                                          551.8     608.9
 PPM                                                 119.9      80.4
                                                   --------  --------
 United States total -- continuing operations        671.7     689.3
                                                   --------  --------
 Total continuing operations              (i)      1,747.9   1,454.8
                                                   --------  --------

                                                Year ended 31 March
                                                 External  turnover
                                                     2004      2003
                                        Note         GBPm      GBPm
 ------------------------------------------------  -------   -------
 United Kingdom -- continuing operations
 UK Division -- Integrated Generation
 and Supply                                       2,777.4   2,147.8
 Infrastructure Division -- Power Systems           358.3     314.0
                                                  --------  --------
 United Kingdom total
 -- continuing operations                         3,135.7   2,461.8
 United States -- continuing operations
                                                  --------  --------
 PacifiCorp                                       2,318.6   2,499.4
 PPM                                                342.8     285.9
                                                  --------  --------
 United States total -- continuing operations     2,661.4   2,785.3
                                                  --------  --------

 Total continuing operations                      5,797.1   5,247.1
                                                  --------  --------
 United Kingdom -- discontinued operations
 Southern Water                                        --      26.7
                                                  --------  --------

 United Kingdom total
 -- discontinued operations                            --      26.7
                                                  --------  --------

 Total                                  (i)       5,797.1   5,273.8
                                                  --------  --------

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


 (b)  Operating profit by segment
                                    Three months ended 31 March

                                   Before
                                 goodwill      Goodwill
                                   amorti        amorti
                                  -sation       -sation
                                     2004          2004        2004
                                     GBPm          GBPm        GBPm
 --------------------------------   ------       -------  ----------
 United Kingdom
 -- continuing operations
 UK Division
 -- Integrated Generation and Supply 50.4         (1.3)        49.1
 Infrastructure Division
 -- Power Systems                   102.4           --        102.4
                                    -----        ------     -------
 United Kingdom total
 -- continuing operations           152.8         (1.3)       151.5
                                    -----        ------     -------
 United States
 -- continuing operations
 PacifiCorp                         157.1        (28.1)       129.0
 PPM                                 11.1         (0.1)        11.0
                                    -----        ------      ------
 United States total
 -- continuing operations           168.2        (28.2)       140.0
                                    -----        ------      ------
 Total continuing operations        321.0        (29.5)       291.5
                                    -----        ------      ------




                                  Three months ended 31 March

                               Before
                             goodwill      Goodwill
                               amorti        amorti
                              -sation       -sation
                                 2003          2003       2003
                                 GBPm          GBPm       GBPm
 ------------------------   ----------   ----------  ----------
 United Kingdom
 -- continuing operations
 UK Division
 -- Integrated Generation
 and Supply                      50.1       (1.3)       48.8
 Infrastructure Division
 -- Power Systems               102.3         --       102.3
                           ----------   ----------   ----------
 United Kingdom total
 -- continuing operations       152.4       (1.3)      151.1
                           ----------   ----------   ----------
 United States
 -- continuing operations
 PacifiCorp                     156.8      (32.2)      124.6
 PPM                              7.7       (0.2)        7.5
                           ----------   ----------   ----------
 United States total
 -- continuing operations       164.5      (32.4)      132.1
                           ----------   ----------   ----------
 Total continuing
 operations                     316.9      (33.7)      283.2
                           ----------   ----------   ----------






                                              Year ended 31 March

                                     Before
                                   goodwill      Goodwill
                                     amorti        amorti
                                    -sation       -sation
                                       2004          2004        2004
                                       GBPm          GBPm        GBPm
 ----------------------------------- ----------   ----------  -------
 United Kingdom
 -- continuing operations
 UK Division
 -- Integrated Generation and Supply  101.0         (4.9)        96.1

 Infrastructure Division
 -- Power Systems                     393.6           --        393.6

                                    ----------   ----------  --------
 United Kingdom total
 -- continuing operations             494.6         (4.9)       489.7
                                    ----------   ----------  --------
 United States
 -- continuing operations
 PacifiCorp                           619.3       (122.5)       496.8
 PPM                                   36.7         (0.6)        36.1
                                    ----------   ----------  --------
 United States total
 -- continuing operations             656.0       (123.1)       532.9
                                    ----------   ----------  --------
 Total continuing operations        1,150.6       (128.0)     1,022.6
                                    ----------   ----------  --------
 United Kingdom
 -- discontinued operations
 Southern Water                          --           --           --
                                    ----------   ----------  --------
 United Kingdom total
 -- discontinued operations              --           --           --
                                    ----------   ----------  --------
 Total                              1,150.6       (128.0)     1,022.6
                                    ----------   ----------  --------




                                              Year ended 31 March

                                     Before
                                   goodwill    Goodwill
                                     amorti      amorti
                                    -sation     -sation
                                       2003        2003       2003
                                       GBPm        GBPm       GBPm
 ---------------------------------- ----------  ----------  -------
 United Kingdom
 -- continuing operations
 UK Division
 -- Integrated Generation and Supply   77.9       (4.9)       73.0
 Infrastructure Division
 -- Power Systems                     367.8         --       367.8
                                    ----------   ---------- --------
 United Kingdom total
 -- continuing operations             445.7       (4.9)      440.8
                                    ----------   ---------- --------
 United States
 -- continuing operations
 PacifiCorp                           596.7     (133.9)      462.8
 PPM                                   28.5       (0.2)       28.3
                                    ----------   ---------- --------
 United States total
 -- continuing operations             625.2     (134.1)      491.1
                                    ----------   ---------- --------
 Total continuing operations        1,070.9     (139.0)      931.9
                                    ----------   ---------- --------
 United Kingdom
 -- discontinued operations
 Southern Water                        14.0          --       14.0
                                    ----------   ---------- --------
 United Kingdom total
 -- discontinued operations            14.0          --       14.0
                                    ----------   ---------- --------
 Total                              1,084.9      (139.0)     945.9
                                    ----------   ---------- --------


 (c)  Net assets by segment

                                                    31 March 2003
                                                 31 March         (As
                                                             restated
                                                     2004   -- Note 1)
                                           Note      GBPm        GBPm

 ----------------------------------------------- --------    ---------
 United Kingdom -- continuing operations
 UK Division -- Integrated Generation
 and Supply                                       1,022.5       908.4
 Infrastructure Division -- Power Systems         2,337.4     2,175.4
                                                 --------    ---------
 United Kingdom total -- continuing operations    3,359.9      3,083.8
                                                 --------    ---------
 United States -- continuing operations
 PacifiCorp                                       5,935.8     6,787.2
 PPM                                                439.0       375.8
                                                 --------    ---------
 United States total -- continuing operations     6,374.8     7,163.0
                                                 --------    ---------
 Total continuing operations                      9,734.7    10,246.8
                                                 --------    ---------
 Unallocated net liabilities                 (i) (4,982.9)   (5,618.0)
                                                 --------    ---------

 Total                                            4,751.8     4,628.8
                                                 --------    ---------


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

 3    Taxation

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

                             Three months ended     Year ended
                                  31 March           31 March
                               2004     2003      2004     2003
                               GBPm     GBPm      GBPm     GBPm
 --------------------------- ------  -------   -------  -------
 Profit on ordinary
 activities before taxation   239.3    213.7     792.1    696.8
 Adjusting item
 -- goodwill amortisation      29.5     33.7     128.0    139.0
                             ------  -------   -------  -------
 Profit on ordinary
 activities before goodwill
 amortisation and taxation    268.8    247.4     920.1    835.8
                            -------  -------   -------  -------

 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      Year ended
                                      31 March           31 March
                                   2004     2003      2004     2003
 ---------------------------    -------  -------   -------  -------
 Basic earnings
 per share
 Profit for
 the period (GBP million)         165.0    153.3     537.9    482.6
 Weighted average
 share capital
 (number of shares, million)    1,829.9  1,845.4   1,829.5  1,843.9
 ---------------------------    -------  -------   -------  -------
 Diluted earnings per share
 Profit for the
 period (GBP million)             167.9    153.3     545.0    482.6
 Weighted average
 share capital
 (number of shares, million)    1,925.9  1,848.2   1,890.2  1,848.4
 ---------------------------    -------  -------   -------  -------

The difference between the basic and the diluted weighted average share capital is wholly attributable to outstanding share options and shares held in trust for 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       Year ended
                         31 March              31 March

                   Continuing   Continuing   Continuing
                   operations   operations   operations
                    and Total    and Total    and Total
                         2004         2003         2004
                         GBPm         GBPm         GBPm
 ------------------- ---------  ----------   ----------
 Profit
 for the period         165.0        153.3        537.9
 Adjusting item
 -- goodwill
 amortisation            29.5         33.7        128.0
                     --------   ----------   ----------
 Adjusted earnings      194.5        187.0        665.9
 ------------------- --------   ----------   ----------


                           Year ended 31 March

                   Continuing Discontinued
                   operations   Operations      Total
                         2003         2003       2003
                         GBPm         GBPm       GBPm
 -------------------- --------   ---------   ---------
 Profit for
 the period            475.0          7.6      482.6
 Adjusting item
 -- goodwill
 amortisation          139.0           --      139.0
                      --------   ---------   ----------
 Adjusted earnings     614.0          7.6      621.6
 -------------------- --------   ----------  ----------

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
      net assets (after adjusting for minority interests) and the
      number of shares in issue (after adjusting for the effect of
      shares held in trust) at the end of the respective financial
      years.

                                                 2003
                                         (As restated
                                   2004    -- Note 1)
 --------------------------  ----------    ----------
 Net assets
 (as adjusted)
 (GBP million)                  4,690.9       4,554.9
 Number of ordinary shares
 in issue at the year end
 (as adjusted)
 (number of shares, million)    1,830.6       1,833.5
 --------------------------  ----------    ----------

 5 Dividends
                    2004        2003
               pence per   pence per
                ordinary   ordinary    2004    2003
                   share      share    GBPm    GBPm
 -------------- ---------- ---------- ------ ------
 First
 interim
 dividend paid     4.75       7.177    87.5   132.5
 Second interim
 dividend paid     4.75       7.177    87.4   132.7
 Third interim
 dividend paid     4.75       7.177    87.3   132.1
 Final dividend    6.25       7.177   112.9   132.2
 --------------- --------  --------- ------ -------
 Total dividends  20.50      28.708   375.1   529.5
 --------------- --------  --------- ------ -------

 6    Reconciliation of operating profit to net
      cash inflow from operating activities

                           Year ended 31 March

                                          2003
                                  (As restated
                            2004     -Note 1)
                            GBPm         GBPm

 Operating profit        1,022.6        945.9
 Depreciation and
 amortisation              566.7        586.2
 (Profit)/loss on
 sale of tangible
 fixed assets               (0.4)         2.7
 Amortisation of
 share scheme costs          4.9         10.0
 Release of deferred
 income                    (19.5)       (18.6)
 Movements in
 provisions for
 liabilities and charges   (87.6)       (77.5)
 Increase in stocks        (51.0)        (1.9)
 Increase in debtors       (38.7)      (169.4)
 (Decrease)/increase
 in creditors              (33.0)       135.5
 ---------------------  ----------   ----------
 Net cash inflow
 from operating
 activities              1,364.0      1,412.9
 ---------------------  ----------   ----------

 7    Analysis of net debt

                   At                             Other         At
              1 April       Cash               non-cash   31 March
                 2003       flow   Exchange     changes       2004
                 GBPm       GBPm       GBPm        GBPm       GBPm

 Cash at bank   430.1      346.6      (17.8)        --       758.9
 Overdrafts     (21.1)      (1.5)       2.5         --       (20.1)
 ----------- ---------  ---------  ---------  ---------  ---------
                           345.1
 ----------- ---------  ---------  ---------  ---------  ---------
 Debt due
 after 1 year (4,759.6)    (421.6)     364.0      171.1   (4,646.1)
 Debt due
 within 1
 year           (187.4)     (42.7)      37.3     (197.8)    (390.6)
 Finance
 leases          (17.5)        --        2.5         --      (15.0)
 ----------- ---------  ---------  ---------  ---------  ---------
                           (464.3)
 ----------- ---------  ---------  ---------  ---------  ---------
 Other
 deposits        234.5      354.1       (0.2)        --      588.4
 ----------- ---------  ---------  ---------  ---------  ---------
 Total        (4,321.0)     234.9      388.3      (26.7)  (3,724.5)
 ----------- ---------  ---------  ---------  ---------  ---------

'Other non-cash changes' to net debt represents the movement in debt of GBP197.8 million due after one year to due within one year, the share of debt in joint arrangements of GBP6.4 million, amortisation of finance costs of GBP6.1 million and finance costs of GBP14.2 million representing the effects of the RPI on bonds carrying an RPI coupon.



 8   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
     financial year and equity shareholders' funds are set out in the
     tables below.

                                                Year ended 31 March
                                                     2004      2003
 (a)  Reconciliation of profit for the
      financial year to US GAAP:                     GBPm      GBPm
 -------------------------------------------------------------------
 Profit for the financial year under UK
 GAAP                                               537.9     482.6
 US GAAP adjustments:
 Amortisation of goodwill                           128.0     139.0
 US regulatory net assets                           (81.2)   (121.6)
 Pensions                                            (0.1)     20.1
 Depreciation on revaluation uplift                   1.9       2.0
 Decommissioning and mine reclamation liabilities   (13.0)    (38.3)
 PacifiCorp Transition Plan costs                   (29.0)    (19.1)
 Business combinations                                 --     (31.6)
 FAS 133                                            153.3     205.5
 Other                                              (10.3)    (10.8)
 --------------------------------------------------------------------
                                                    687.5     627.8
 Deferred tax effect of US GAAP adjustments          54.7      20.4
 --------------------------------------------------------------------
 Profit for the financial year under US GAAP before
 cumulative adjustment for FAS 143
 (2003 C15 and C16)                                 742.2     648.2
 Cumulative adjustment for FAS 143
 (2003 C15 and C16)                                  (0.6)    141.1
 ------------------------------------------------------------------
 Profit for the financial year under US GAAP        741.6     789.3
 ------------------------------------------------------------------
 Earnings per share under US GAAP                  40.54p    42.81p
                                                 --------- ---------
 Diluted earnings per share under US GAAP          39.19p    42.70p
 --------------------------------------------    --------- ---------

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 year ended 31 March 2004 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 year ended 31 March 2003 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 a Purchased Option Contract'.



                                                    31 March  2003
                                         31 March     (As restated
 (b)  Effect on equity shareholders'         2004       -- Note 1)
      funds of differences between
      UK GAAP and US GAAP:                   GBPm             GBPm
 -----------------------------------------------------------------
 Equity shareholders' funds under UK GAAP  4,690.9         4,554.9
 US GAAP adjustments:
 Goodwill                                    572.3           572.3
 Business combinations                      (196.1)         (226.3)
 Amortisation of goodwill                    150.0            51.0
 US regulatory net assets                    724.7         1,007.9
 Pensions                                    (18.9)         (412.8)
 Dividends                                   112.9           132.2
 Revaluation of fixed assets                 (54.0)          (54.0)
 Depreciation on revaluation uplift           12.4            10.5
 Decommissioning and mine reclamation
 liabilities                                 (14.9)            0.4
 PacifiCorp Transition Plan costs             22.2             56.1
 FAS 133                                       2.2           (66.8)
 ESOP shares held in trust                      --            45.2
 Other                                       (12.9)          (12.1)
 Deferred tax:
  Effect of US GAAP adjustments             (275.0)         (157.4)
  Effect of differences in methodology        14.5           (21.4)
                                          ----------     ----------
 Equity shareholders' funds under US GAAP  5,730.3          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 March 2004 of GBP2.2 million includes a net liability of GBP229.7 million which is subject to regulation and is therefore offset by a US regulatory asset of GBP229.7 million included within 'US regulatory net assets' above.

9 Exchange rates



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

                                                 Year ended
                                                   31 March
                                              2004             2003
 ----------------------------------------  --------        --------
 Average rate for quarters ended
 30 June                                   $1.62/GBP       $1.46/GBP
 30 September                              $1.61/GBP       $1.55/GBP
 31 December                               $1.71/GBP       $1.57/GBP
 31 March                                  $1.84/GBP       $1.60/GBP
 ----------------------------------------   --------        --------
 Closing rate as at 31 March               $1.84/GBP       $1.58/GBP
 ----------------------------------------   --------        --------


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