__________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
__________________________________
For the fiscal year ended December 31, 1994
NORTHWESTERN RESOURCES CO.
DEFERRED SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
THE MONTANA POWER COMPANY
40 EAST BROADWAY
BUTTE, MT 59701
<PAGE>
Item 1. Changes in the Plan
The Northwestern Resources Co. Deferred Savings Plan was amended
and restated in 1989 as the Northwestern Resources Co. Deferred
Savings and Employee Stock Ownership Plan to reflect the merger
of the Northwestern Resources Co. Deferred Savings Plan and that
portion of the Employee Stock Ownership Plan of The Montana Power
Company and Subsidiaries attributable to employees of
Northwestern Resources Company. Prior to August 17, 1992, the
IRS was not yet accepting application for determination letters
for the merging of the two plans. Management applied for, and
received a favorable determination letter in 1994.
Item 2. Changes in Investment Policy
No changes have been made to the Plan's investment policy in
1994.
Item 3. Contributions to the Leveraged Employee Stock Ownership
Plan Fund
Northwestern Resources Co. contributed $384,464 in 1994 to the
Plan's Leveraged ESOP Fund.
Item 4. Participating Employees
There were 448 employees and retirees participating in the
Northwestern Resources Co. Deferred Savings and Employee Stock
Ownership Plan at December 31, 1994.
Item 5. Administration of the Plan
The Plan is administered by the seven-member Retirement Plan
Committee (Committee) appointed by, and serving at the pleasure
of, the Board of Directors of Northwestern Resources Company. No
compensation was paid to the members of the Committee by the
Plan. The members of the Committee, each of whose address is
c/o The Montana Power Company, 40 East Broadway, Butte,
Montana 59701, are as follows:
Positions or Offices Held With
The Montana Power Company and Its Subsidiaries
Jerrold P. PedersonAdministratorVice President - Chief Financial Officer
Richard F. Cromer Member President and Chief Operating Officer,
Continental Energy Services, Inc.
Robert P. Gannon. Member President and Chief Operating Officer, Utility
Division
John S. Miller. . Member Controller, Utility Division
Arthur K. Neill . Member Executive Vice President - Utility Services,
Utility Division
James J. Murphy . Member President, Entech, Inc.
Ellen M. Senechal Member Vice President and Treasurer, Entech, Inc.
Certain members of the Committee are also directors or officers
of certain subsidiaries of The Montana Power Company.
<PAGE>
Item 6. Custodian of Investments
The Northern Trust Company, Fifty South LaSalle Street, Chicago,
Illinois 60675 is the Trustee of the Plan. Ark Capital
Management Company, Inc., manages one hundred percent of the Bond
Fund and approximately fifty percent of the Stock Fund. INVESCO
Capital Management, Inc., manages approximately fifty percent of
the Stock Fund. The Trustee and the money managers are
responsible for the safekeeping and investment of all
contributions made to the Plan. There is no specific coverage by
any bond furnished by the Trustee or either money manager in
connection with the custody of the security investments or other
assets of the Plan. No fees are paid out of the Plan.
Item 7. Reports to Participating Employees
Summary Annual Reports will be made directly to participating
employees for the fiscal year 1994 with respect to the operations
of the Plan. These reports present the basic financial
statements and the employees' rights to additional information.
Statements of the status of individual accounts under the Plan
have been sent directly to the employees.
Item 8. Investment of Master Trust Funds
(a) The aggregate dollar amounts of brokerage commissions
paid by the Master Trust were $104,437, $95,182,
$73,951 for the years 1994, 1993 and 1992,
respectively. None of these commissions were paid to
any broker which is an affiliated person of the Plan or
their investment advisor, principal underwriters or to
an affiliated person of any such person.
(b) SEI Evaluation Services provided reports on the
performance of the Master Trust investment managers and
received brokerage fees of $24,065 and $75,233 in 1994
and 1993, respectively.
<PAGE>
Item 9. Financial Statements
Northwestern Resources Co.
Deferred Savings and
Employee Stock Ownership Plan
Index to Financial Statements
Page
Report of Independent Accountants 4
Plan Financial Statements:
Statements of Net Assets Available for
Benefits at December 31, 1994 and 1993 5 through 6
Statements of Changes in Net Assets
Available for Benefits for the three
years ended December 31, 1994 7 through 9
Notes to Financial Statements 10 through 20
Schedule of Assets Held for Investment
at December 31, 1994 21 through 31
Schedule of Reportable Transactions for
the Year Ended December 31, 1994 32
Retirement Plan Committee Authorization 33
Consent of Independent Accountants 34
Note: All other schedules are omitted because they are not
applicable or the required information is shown in the Plan's
financial statements.
<PAGE>
Report of Independent Accountants
March 17, 1995
To the Participants and Retirement Committee
of Northwestern Resources Company Deferred Savings and
Employee Stock Ownership Plan
In our opinion, the financial statements listed in the
accompanying index present fairly, in all material respects, the
financial status of Northwestern Resources Company Deferred
Savings and Employee Stock Ownership Plan at December 31, 1994
and 1993, and the changes in its financial status for each of the
three years in the period ended December 31, 1994, in conformity
with generally accepted accounting principles. These financial
statements are the responsibility of the plan administrator; our
responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing
standards which require that we plan and perform the audits to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by the plan
administrator, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Portland, Oregon
June 26, 1995
<PAGE>
<TABLE> NORTHWESTERN RESOURCES CO.
<CAPTION> DEFERRED SAVINGS AND EMPLOYEE
STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1994
Company Stock Fund
Allocated Unallocated
to Leveraged Common Fixed
Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 0$ 47,064$ 4,642$ 89,878$ 76,304$ 201
Units held in the Master Trust at
current value (Notes 2 and 3):
The Montana Power Company
Stock Fund 2,176,865 2,715,670
Bond Fund 206,932
Equity Fund 1,447,234
Fixed Rate Fund 1,596,777
Employee Stock Ownership
Plan Fund 1,028,924
Contributions Receivable 106,075 8,385 66,530 63,332
Dividends and Interest Receivable 20,358 68,374 17,961
Loans Receivable 71,234 462,964 553,807
Total Assets 2,197,223 2,937,183 291,193 2,066,606 2,290,220 1,047,086
Liabilities:
Note Payable to The Montana
Power Company 0 2,999,636
Net Assets Available for Benefits$ 2,197,223$ (62,453)$ 291,193$ 2,066,606$ 2,290,220$ 1,047,086
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE> NORTHWESTERN RESOURCES CO.
<CAPTION> DEFERRED SAVINGS AND EMPLOYEE
STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993
Company Stock Fund
Allocated Unallocated
to Leveraged Common Fixed
Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 0$ 43,682$ 12,964$ 87,081$ 64,498$ 51
Units held in the Master Trust at
current value (Notes 2 and 3):
The Montana Power Company
Stock Fund 1,978,340 3,528,230
Bond Fund 198,734
Equity Fund 1,301,967
Fixed Rate Fund 1,417,597
Employee Stock Ownership
Plan Fund 1,100,000
Contributions Receivable 98,559 5,352 36,451 36,571
Dividends and Interest Receivable 19,567 68,604 13,469
Loans Receivable 53,019 298,164 419,994
Total Assets 1,997,907 3,739,075 270,069 1,723,663 1,938,660 1,113,520
Liabilities:
Note Payable to The Montana
Power Company 0 3,168,943
Net Assets Available for Benefits$ 1,997,907$ 570,132$ 270,069$ 1,723,663$ 1,938,660$ 1,113,520
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE> NORTHWESTERN RESOURCES CO.
<CAPTION> DEFERRED SAVINGS AND EMPLOYEE
STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1994
Company Stock Fund
Allocated Unallocated
to Leveraged Common Fixed
Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividend, Interest, and Realized
Gains and Losses $ 118,688$ 288,531$ (5,587)$ 51,017$ 102,612$ (45,793)
Net Appreciation (Depreciation) in
Current Value of Investments (272,208) (639,222)
Contributions:
Company 384,464
Participants 45,823 334,096 319,707
Allocation of Montana Power Company
Stock to Participants (Note 1) 390,778 (390,778)
Transfers from Other Funds 5,959 61,939 29,339
Total Additions 237,258 (357,005) 46,195 447,052 451,658 (45,793)
Participants' Withdrawals at
Current Value:
Cash 6,123 80,335 45,585
The Montana Power Company Stock 37,942 20,641
Transfers to Other Funds 18,948 23,774 54,513
Note Payable, Interest Payments
(Note 5) 275,580
Total Deductions 37,942 275,580 25,071 104,109 100,098 20,641
Net Increase (Decrease) 199,316 (632,585) 21,124 342,943 351,560 (66,434)
Net Assets Available for Benefits:
Beginning of Year 1,997,907 570,132 270,069 1,723,663 1,938,660 1,113,520
End of Year $ 2,197,223$ (62,453)$ 291,193$ 2,066,606$ 2,290,220$ 1,047,086
The accompanying notes are an integral part of this statement.
/TABLE
<PAGE>
<TABLE> NORTHWESTERN RESOURCES CO.
<CAPTION> DEFERRED SAVINGS AND EMPLOYEE
STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993
Company Stock Fund
Allocated Unallocated
to Leveraged Common Fixed
Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends, Interest, and Realized
Gains and Losses $ 86,487$ 259,518$ 19,260$ 154,872$ 96,368$ 27,629
Net Appreciation (Depreciation) in
Current Value of Investments (60,884) (125,612)
Contributions:
Company 363,606
Participants 43,801 308,696 321,618
Allocation of Montana Power Company
Stock to Participants (Note 1) 268,804 (268,804)
Transfers from Other Funds 6,332 139,762 15,453
Total Additions 294,407 228,708 69,393 603,330 433,439 27,629
Participants' Withdrawals at
Current Value:
Cash 2,782 20,444 39,292
The Montana Power Company Stock 24,667 12,365
Transfers to Other Funds 25,454 7,422 29,501 155,676 15,899
Note Payable, Interest Payments
(Note 5) 293,776
Total Deductions 50,121 293,776 10,204 49,945 194,968 28,264
Net Increase (Decrease) 244,286 (65,068) 59,189 553,385 238,471 (635)
Net Assets Available for Benefits:
Beginning of Year 1,753,621 635,200 210,880 1,170,278 1,700,189 1,114,155
End of Year $ 1,997,907$ 570,132$ 270,069$ 1,723,663$ 1,938,660$ 1,113,520
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE> NORTHWESTERN RESOURCES CO.
<CAPTION> DEFERRED SAVINGS AND EMPLOYEE
STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1992
Company Stock Fund
Allocated Unallocated
to Leveraged Common Fixed
Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends, Interest, and Realized
Gains and Losses $ 167,974$ 277,533$ 13,417$ 111,145$ 98,783$ (12,417)
Net Appreciation (Depreciation) in
Current Value of Investments (60,626) (351,204)
Contributions:
Company 317,621
Participants 47,254 291,197 340,071
Allocation of Montana Power Company
Stock to Participants (Note 1) 368,850 (368,850)
Transfers from Other Funds 50,319 121,301 72,472
Total Additions 476,198 (124,900) 110,990 523,643 511,326 (12,417)
Participants' Withdrawals at
Current Value:
Cash 6,405 33,278 73,009
The Montana Power Company Stock 168,652 66,373
Transfers to Other Funds 212,930 72,278 205,211 290,572 14,247
Note Payable, Interest Payments
(Note 5) 306,914
Total Deductions 381,582 306,914 78,683 238,489 363,581 80,620
Net Increase (Decrease) 94,616 (431,814) 32,307 285,154 147,745 (93,037)
Net Assets Available for Benefits:
Beginning of Year 1,659,005 1,067,014 178,573 885,124 1,552,444 1,207,192
End of Year $ 1,753,621$ 635,200$ 210,880$ 1,170,278$ 1,700,189$ 1,114,155
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
NORTHWESTERN RESOURCES CO.
DEFERRED SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Description of the Plan:
The Deferred Savings and Employee Stock Ownership Plan (Plan),
formerly known as the Deferred Savings Plan, was established by
Northwestern Resources Co. effective January 1, 1986, to provide
a means for regular savings and investment by employees.
Previously, employees of the Company participated in The Montana
Power Company Plan. As of January 1, 1986, the assets of The
Montana Power Company Plan effectively became The Montana Power
Company Deferred Savings Master Trust (Note 3). A portion of the
assets of the Trust were spun off to this Plan based on
participants' equity at that date as measured by the Plan
administrator.
On June 27, 1989, the Board of Directors of The Montana Power
Company authorized the merger of The Montana Power Company and
Subsidiaries Employee Stock Ownership Plan (ESOP) into the Plan.
Effective June 27, 1989, the Plan was amended and restated as the
Northwestern Resources Co. Deferred Savings and Employee Stock
Ownership Plan to reflect such a merger and incorporate
provisions permitting acquisition loans. The assets of the ESOP
have been transferred into the Plan and are held in trust under
the Plan.
The financial statements of the Plan have been prepared by
allocating the Master Trust's total assets and investment income
based on the Plan's units of participation at December 31 and the
yearly average, respectively, in the Master Trust in proportion
to the total units of participation at December 31 and the yearly
average, respectively, in the Master Trust. The unit represents
a right to share in the assets and earnings of the Master Trust.
The number of units held by each Plan is a function of
contributions and withdrawals throughout the year.
Participation in the Deferred Savings portion of the Plan
(Savings Plan) is voluntary and an employee becomes eligible to
make allotments under the Savings Plan after completing 90 days
of service. Participants may contribute from one to six percent
of their compensation to the Savings Plan based on years of
service subject to Internal Revenue Code (IRC) limitations.
These contributions are tax deferred under Section 4O1(k) of the
IRC. As an incentive to thrift, the Company contributes a
matched contribution which is determined as follows:
90 days of employment and beyond-70% of participant's contribution
Montana Power Company Stock is allocated to employees to
recognize contributions and dividends in employees' accounts in
the same manner as if the Plan had not been leveraged. In
addition appreciation, if any, on the shares released from the
Unallocated Leveraged ESOP during the period is also allocated to
employees. The allocation to employees is accomplished through
the transfer of 127,992 shares, on an annual basis, from the
Unallocated Leveraged ESOP at market price, at the time of
transfer, and the purchase of additional shares, in the market,
with cash contributions received from the Company. The Trust
repays the principal and interest on the debt obligation (Note 5)
by using the dividends on the unallocated shares and cash
contributions by the Company.
Participants are 100 percent vested in their personal
contributions made to the plan. Participants will be 100 percent
vested in Company contributions after one year of service.
No Company contributions or other annual additions to a
participant's interest in the investment funds will be made in
any Savings Plan year in excess of the lesser of $30,000 or
25 percent of the participant's compensation. In addition to the
contributions that are matched by the Company, participants,
regardless of their years of service, may contribute an
additional ten percent of their compensation to the Savings Plan.
These contributions are not matched by the Company, nor are they
tax deferred. They will, however, share in the Savings Plan's
investment results and any investment income earned is tax
deferred as long as it remains in the Savings Plan.
Participants may elect to have their contributions invested in a
bond fund, common stock fund or a guaranteed income fund, or any
combination thereof, while all Company contributions are invested
in a stock fund consisting of the Company's common stock.
Participants may change the designation of their contributions
and may also transfer all or a portion of their interests between
the Bond, Common Stock and Fixed Rate Funds four times a year.
Additionally, as employees of The Montana Power Company Entities
transfer from one entity to another, their participant balances
are transferred.
Contributions to the ESOP Fund by the Company were based upon
investment tax credits claimed by the Company based upon its
property additions. Contributions to the ESOP Fund by the
Company were made to the trustee in the form of common stock of
the Company, valued at the average closing prices of the common
stock on the 20 consecutive trading days immediately preceding
the date upon which the additional investment credit was claimed.
Participants were eligible to make matching contributions in the
form of cash or payroll deductions. Effective December 31, 1989,
the Company had fully utilized all of its available investment
tax credits and no further contributions to the ESOP Fund were
made. In the current and future years, only investment income
(loss) and participant withdrawal activity will occur in this
fund.
Participants' interests in Plan funds include Company and member
contributions, income and losses from fund investments and the
unrealized appreciation or depreciation in bond and common stock
investments. Withdrawals from the Company Stock and ESOP Funds
are paid in shares, with fractional shares and final dividends on
withdrawn shares paid in cash. Withdrawals from the Bond, the
Common Stock and the Fixed Rate Funds are paid in cash.
Participants are permitted to borrow money out of their
individual accounts.
Administration of the Plan is performed by a Retirement Plan
Committee (Committee) appointed by the Board of Directors of
Northwestern Resources Co. The Northern Trust Company is the
Plan's trustee.
The Company expects to continue the Plan indefinitely, but the
continuance of the Plan and the payment of contributions are not
assumed as contractual obligations. If the Plan is terminated,
the trustee would continue to hold, invest and administer the
trust funds in accordance with the provisions of the trust
agreement and make distributions from the trust in accordance
with the provisions of the Plan pursuant to instructions filed
with the trustee by the Committee upon such termination.
Certain reclassifications have been made to the prior year's
amounts to make them comparable to the 1994 presentation. These
changes had no impact on previously reported results, of changes,
in net assets available for benefits.
NOTE 2 - Summary of Accounting Policies:
Valuation of Master Trust Investments:
Assets invested in the Company Stock, Bond, Common Stock and ESOP
Funds have been recorded at their current value as determined by
quoted market prices based on reported closing prices at
December 31 on national securities exchanges or other markets, as
applicable, and the unrealized appreciation or depreciation has
been reflected in the Statement of Changes in Net Assets
Available for Benefits. The investment contracts with various
insurance companies, are valued at the contract value which
represents participants' contributions made under the contracts
plus accumulated interest at the contract rate.
Plan Expenses:
All expenses attributable to the administration of the Plan and
the expenses of the trustee are paid by the Company.
<PAGE>
Note 3 -Financial Statements for the Master Trust:
<TABLE>
<CAPTION> Statement of Net Assets Available for Benefits
December 31, 1994
Company Stock Fund
Allocated Unallocated
to Leveraged Common Fixed
Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ $ 530,802$ 94,721$ 2,911,420$ 1,355,039$ 3,270
Investments, at current value:
The Montana Power Company Stock
Fund:
Allocated Shares - 2,538,795
Shares (Cost - $49,378,334) 58,501,936
Unallocated Shares - 1,311,918
Shares (Cost - $27,360,805) 30,174,114
The Montana Power Company Deferred
Savings Plan:
Bond Fund (cost - $4,503,756) 4,341,482
Common Stock Fund (cost - $47,523,495) 49,544,814
Fixed Rate Fund (cost approximates
current value) 29,520,685
The Montana Power Company Employee
Stock Ownership Plan (ESOP) Fund -
726,922 shares (cost - $14,363,196) 16,712,777
Contributions Receivable 1,170,737 69,485 665,262 315,364
Dividends and Interest Receivable 780,496 759,715 290,724
Loans Receivable 581,717 4,402,413 4,892,096
Total Assets 59,282,432 32,635,368 5,087,405 57,523,909 36,083,184 17,006,771
Liabilities:
Note Payable to The Montana Power
Company 33,329,285
Net Assets Available for Benefits $ 59,282,432$ (693,917)$ 5,087,405$ 57,523,909$ 36,083,184$ 17,006,771
/TABLE
<PAGE>
Note 3 - Financial Statements for the Master Trust (continued):
<TABLE>
<CAPTION> Statement of Net Assets Available for Benefits
December 31, 1993
Company Stock Fund
Allocated Unallocated
to Leveraged Common Fixed
Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ $ 486,647$ 260,870$ 2,892,712$ 1,255,438$ 277
Investments, at current value:
The Montana Power Company Fund Stock
Fund:
Allocated Shares - 2,213,490 Shares
(Cost - $42,019,378) 57,366,973
Unallocated Shares - 1,439,910 Shares
(Cost - $30,030,152) 37,077,683
The Montana Power Company Deferred
Savings Plan: 3,999,063
Bond Fund (cost - $3,972,622)
Common Stock Fund (cost - $38,331,571) 43,249,760
Fixed Rate Fund (cost approximates
current value) 27,593,431
The Montana Power Company Employee Stock
Ownership Plan (ESOP) Fund - 689,899
shares (cost - $13,475,323) 17,764,902
Contributions Receivable 1,177,101 56,857 529,265 273,026
Dividends and Interest Receivable 699,090 762,270 275,970
Loans Receivable 536,866 3,705,376 4,546,310
Total Assets 58,066,063 39,503,701 4,853,656 50,377,113 33,668,205 18,041,149
Liabilities:
Note Payable to The Montana Power
Company 35,210,478
Net Assets Available for Benefits $ 58,066,063$ 4,293,223$ 4,853,656$ 50,377,113$ 33,668,205$ 18,041,149
/TABLE
<PAGE>
Note 3 -Financial Statements for the Master Trust (continued):
<TABLE>
<CAPTION> Statement of Changes in Net Assets Available for Benefits
December 31, 1994
Company Stock Fund
Allocated Unallocated
to Leveraged Common Fixed
Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends, Interest and Realized
Gains and Losses $ 2,795,736$ 3,205,914$ 68,851$ 4,537,371$ 1,901,901$ 1,142,849
Net Appreciation (Depreciation) in
Current Value of Investments (6,411,980) (3,863,760) (188,714) (2,896,870) (1,939,998)
Contributions:
Company 4,533,101
Participants 601,441 5,541,885 2,559,412
Allocation of Montana Power Company
Stock to Participants (Note 1) 5,800,395 (5,800,395)
Transfers from Other Funds 411,720 1,898,901 868,718 2,091
Total Additions 2,184,151 (1,925,140) 893,298 9,081,287 5,330,031 (795,058)
Participants' Withdrawals at Current
Value:
Cash 74,882 1,215,218 1,039,746
The Montana Power Company Stock -
51,142 Shares 967,782 237,229
Transfers to other Funds 584,667 719,273 1,875,306 2,091
Note Payable, Interest
Payments (Note 5) 3,062,000
Total Deductions 967,782 3,062,000 659,549 1,934,491 2,915,052 239,320
Net Increase (Decrease) 1,216,369 (4,987,140) 233,749 7,146,796 2,414,979 (1,034,378)
Net Assets Available for Benefits:
Beginning of Year 58,066,063 4,293,223 4,853,656 50,377,113 33,668,205 18,041,149
End of Year $ 59,282,432$ (693,917)$ 5,087,405$ 57,523,909$ 36,083,184$ 17,006,771
/TABLE
<PAGE>
Note 3 -Financial Statements for the Master Trust (continued):
<TABLE>
<CAPTION> Statement of Changes in Net Assets Available for Benefits
December 31, 1993
Company Stock Fund
Allocated Unallocated
to Leveraged Common Fixed
Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends, Interest and Realized
Gains and Losses $ 2,968,806$ 2,883,521$ 505,415$ 4,213,860$ 1,886,316$ 1,078,560
Net Appreciation (Depreciation)
in Current Value of Investments (1,609,891) (1,395,693) (118,455) 1,059,369 (448,236)
Contributions:
Company 4,285,932
Participants 517,202 4,935,261 2,719,043
Allocation of Montana Power Company
Stock to Participants (Note 1) 4,345,391 (4,345,391)
Transfers from Other Funds 70,847 351,123 2,481,279 451,753
Total Additions 5,775,153 1,428,369 1,255,285 12,689,769 5,057,112 630,324
Participants' Withdrawals at Current
Value:
Cash 124,057 1,729,309 1,570,107
The Montana Power Company Stock -
99,971 Shares 2,391,830 333,569
Transfers to Other Funds 70,847 458,089 428,712 2,397,354
Note Payable, Interest
Payments (Note 5) 3,264,175
Total Deductions 2,462,677 3,264,175 582,146 2,158,021 3,967,461 333,569
Net Increase (Decrease) 3,312,476 (1,835,806) 673,139 10,531,748 1,089,651 296,755
Net Assets Available for Benefits:
Beginning of Year 54,753,587 6,129,029 4,180,517 39,845,365 32,578,554 17,744,394
End of Year $ 58,066,063$ 4,293,223$ 4,853,656$ 50,377,113$ 33,668,205$ 18,041,149
/TABLE
<PAGE>
Note 3 -Financial Statements for the Master Trust (continued):
<TABLE>
<CAPTION> Statement of Changes in Net Assets Available for Benefits
December 31, 1992
Company Stock Fund
Allocated Unallocated
to Leveraged Common Fixed
Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends, Interest and Realized
Gains and Losses $ 2,412,074$ 3,083,694$ 294,713$ 2,791,424$ 2,097,718$ 1,010,843
Net Appreciation (Depreciation)
in Current Value of Investments (1,858,143) (3,902,272) (41,170) 1,334,488 (1,177,402)
Contributions:
Company 3,657,251
Participants 504,442 4,299,224 2,822,261
Allocation of Montana Power Company
Stock to Participants (Note 1) 5,155,196 (5,155,196)
Transfers from Other Funds 1,161,138 703,558 3,598,942 2,091,802
Total Additions $ 6,870,265 (2,316,523) 1,461,543 12,024,078 7,011,781 (166,559)
Participants' Withdrawals at Current
Value:
Cash 92,397 563,495 1,568,872
The Montana Power Company Stock -
71,601 Shares 1,484,433 379,841
Transfers to other Funds 1,161,138 459,491 1,431,305 4,356,486
Note Payable, Interest
Payments (Note 5) 3,410,155
Total Deductions 2,645,571 3,410,155 551,888 1,994,800 5,925,358 379,841
Net Increase (Decrease) 4,224,694 (5,726,678) 909,655 10,029,278 1,086,423 (546,400)
Net Assets Available for Benefits:
Beginning of Year 50,528,893 11,855,707 3,270,862 29,816,087 31,492,131 18,290,794
End of Year $ 54,753,587$ 6,129,029$ 4,180,517$ 39,845,365$ 32,578,554$17,744,394
/TABLE
<PAGE>
NOTE 3 - Financial Statements for the Master Trust (Continued):
Net Increase (Decrease) in Current Value of Investments:
The following table sets forth the net increase (decrease) in current value of
Master Trust investments for the three years ended December 31, 1994.
Unrealized appreciation or depreciation recognized in prior years on
investments sold is removed from unrealized appreciation or depreciation in the
year of the sale as it is reflected in the realized gain or loss amounts in the
year of the sale in this table. Cost of securities sold is determined on the
basis of average cost. Withdrawals from the Company Stock and ESOP Funds are
paid in shares and the realized gain or loss is determined as the difference
between average cost and market value.
<TABLE>
<CAPTION> Year Ended December 31, 1994
Company Common ESOP
Stock Fund Bond Fund Stock Fund Fund
<S> <C> <C> <C> <C>
Unrealized Appreciation of
Plan Investments:
Beginning of Year $ 22,395,126$ 26,441 $ 4,918,189 $ 4,289,579
End of Year 11,936,911 (162,273) 2,021,319 2,349,581
Net Unrealized
Appreciation/
(Depreciation) (10,458,215) (188,714) (2,896,870) (1,939,998)
Unrealized Gain/Loss of
Security Disbursements
Less Receipts 182,475 0 0 0
Realized Gain 1,294 (232,783) 2,955,939 648
Net Increase (Decrease)
in Current Value $(10,274,446)$ (421,497)$ 59,069$ (1,939,350)
/TABLE
<PAGE>
NOTE 3 - Financial Statements for the Master Trust (Continued):
<TABLE>
<CAPTION>
Year Ended December 31, 1993
Company Common ESOP
Stock Fund Bond Fund Stock Fund Fund
<S> <C> <C> <C> <C>
Unrealized Appreciation of
Plan Investments:
Beginning of Year $ 26,242,486$ 144,896 $ 3,858,820 $ 4,737,815
End of Year 22,395,126 26,441 4,918,189 4,289,579
Net Unrealized
Appreciation/
(Depreciation) (3,847,360) (118,455) 1,059,369 (448,236)
Unrealized Gain/(Loss) of
Security Disbursements
Less Receipts 841,776 0 0 0
Realized Gain 11,523 261,685 2,999,414 1,413
Net Increase (Decrease)
in Current Value $ (2,994,061)$ 143,230$ 4,058,783 $ (446,823)
Year Ended December 31, 1992
Company Common ESOP
Stock Fund Bond Fund Stock Fund Fund
Unrealized Appreciation of
Plan Investments:
Beginning of Year $ 32,487,395$ 186,066 $ 2,524,332 $ 5,915,217
End of Year 26,242,486 144,896 3,858,820 4,737,815
Net Unrealized
Appreciation/
(Depreciation) (6,244,909) (41,170) 1,334,488 (1,177,402)
Unrealized Gain/(Loss) of
Security Disbursements
Less Receipts 484,495 0 0 0
Realized Gain 5,138 63,040 1,754,841
Net Increase (Decrease)
in Current Value $ (5,755,276)$ 21,870$ 3,089,329 $ (1,177,402)
/TABLE
<PAGE>
NOTE 4 - Tax Status:
The Plan, as amended January 1, 1976 to comply with the Employee
Retirement Security Act of 1974 (ERISA), has received a
determination letter from the Internal Revenue Service (IRS) that
the Plan is qualified under Internal Revenue Code Section 401(a)
and the trust is exempt from taxation under Section 501(a).
Effective January 1, 1985, the Plan was amended to comply with
the Tax Equity and Fiscal Responsibility Act of 1982, the Deficit
Reduction Act of 1984, and the Retirement Equity Act of 1984.
Effective January 1, 1986, the Plan was amended to allow employee
contributions after 90 days of service, and also to vest employer
matching contributions immediately. As explained in Note 1, on
June 27, 1989, the Board of Directors of the Company authorized
the merger of the ESOP into the Plan. The Plan has been amended
to accomplish this merger and it is the intent that such
amendment comply with ERISA and the rules of the IRS. Prior to
August 17, 1992, the IRS was not yet accepting application for
determination letters for the merging of the two plans.
Management applied for, and received a favorable determination
letter in 1994.
NOTE 5 - Plan Leveraging and Notes Payable:
On January 22, 1990, the Company borrowed $40,000,000 at an
interest rate of 9.2 percent to be repaid in equal installments
over 15 years. The proceeds of this loan were lent on similar
terms to the Plan which purchased 1,922,297 shares of the
Company's common stock on the open market. The stock will be
used to fund the Company's future matching requirements under the
Deferred Savings portion of the Plan. The shares purchased by
the Plan will be allocated to participants in equal quarterly
amounts over the 15-year term of the loan. Debt principal and
interest payments are made quarterly utilizing Company
contributions received under the Plan, plus dividends paid on the
unallocated shares purchased by the Plan.
On December 31, 1994, 1,311,918 shares remained unallocated.
Principal payments for 1994, 1993, and 1992 totaled $1,838,899,
$1,640,400, and $1,497,778 respectively. The principal payments
paid by the Plan do not affect net assets of the trust. Such
payments reduce both Plan assets and liabilities by an identical
amount.
The Plan is required to make the following principal payments to
the Company on its note payable as follows:
1995 2,014,004
1996 2,205,783
1997 2,415,825
1998 2,645,866
1999 2,897,814
Thereafter 20,400,655
Interest expense for 1994 and 1993 totaled $3,062,000 and
$3,410,155, respectively; including accrued interest of $749,339
and $791,633, respectively.
<PAGE>
NOTE 6 - Significant Investments of the Master Trust:
At December 31, 1994, investments representing five percent or
more of the Plan's net assets are as follows:
<TABLE>
<CAPTION>
Description Current Value
<S> <C> <C>
The Montana Power Company Common Stock $ 75,111,491
</TABLE>
<PAGE>
<TABLE> Schedule 1
<CAPTION> Page 1 of 11
THE MONTANA POWER COMPANY
DEFERRED SAVINGS AND EMPLOYEE STOCK OWNERSHIP MASTER TRUST
Schedule of Assets Held for
Investment at December 31, 1994
<S> <C> <C> <C>
CORPORATE BONDS SHARES MARKET VALUE TOTAL COST
CHOICE CREDIT CARDS MASTER TRUST SERIES 92-1B
5.65% BD DUE 10-15-1996 BEO 40,000 $ 39,884 $ 39,938
CIT GRP HLDGS INC 5.50% BD DUE 11-1-1995 REG10,000 9,811 10,241
COMMERCIAL CREDIT GROUP INC., 7.70% BOND DUE
8-15-95, REGISTERED 10,000 10,020 10,278
FINANCING CORP CPN FICO STRIPS PER 1 INT PMT
ON 5-11-98 CPN 10.00% BD DUE 2018 BEO 60,000 46,212 32,942
FORD MOTOR CO., 9.95% DEBENTURE DUE
2-15-2032, REGISTERED 40,000 44,581 46,565
FORD MOTOR CREDIT COMPANY 8.875% NTS
DUE 8-1-96 BEO 50,000 50,547 50,000
GENERAL MOTORS ACCEPTANCE CORP 7.75% NT DUE
4-15-97 REG 75,000 73,760 80,012
GREAT WESTN BK A FED BEVERLY HILLS CALIF
9.50% SR NT DUE 7-1-97 50,000 50,905 56,648
NORTHROP GRUMMAN CORP 8.625% BD DUE
10-15-2004 50,000 49,391 50,000
SEARS CREDIT ACCOUNT TRUST SERIES 1991-C
CLASS A 8.65% PASS THRU CTF DUE 7-15-96 BEO60,000 60,487 63,919
SIGNET CREDIT CARD MASTER TRUST 1993-1,
CLASS B, 5.40% BD DUE 2-15-2002, REG 30,000 27,047 29,995
SIGNET MASTER TR 93-3B 5.8% BD DUE 03-15-1999
BEO 40,000 36,425 39,938
WORLD SAVINGS & LOAN ASSOCIATION OAKLAND
CALIFORNIA SUB 9.90% NTS DUE 7-1-2000 REG 75,000 78,524 90,095
TOTAL CORPORATE BONDS 590,000 $ 577,593 $ 600,570
<PAGE>
Schedule 1
Page 2 of 11
U.S. GOVERNMENT AND AGENCY ISSUES SHARES MARKET VALUE TOTAL COST
RESOLUTION FDG CORP CPN STRIPS GENERIC INT
PMT DUE 4-15-97 B/E 70,000 $ 58,664 $ 38,934
TENNESSEE VALLEY AUTHORITY, POWER, 8.375%
BOND DUE 10-1-99, REGISTERED 50,000 50,813 49,846
UNITED STATES TREASURY SECURITIES STRIPPED
INTEREST GENERIC TINT PAYMENT DUE
2-15-1999 B/E 50,000 36,424 35,072
US TREAS SER B 5.75 DUE 8-15-2003 REG 80,000 69,525 70,513
US TREASURY NOTE SER F-1998 7.875% NTS
DUE 4-15-1998 REG 235,000 235,221 266,071
US TREASURY NT 7.25% NT DUE 05-15-2004 375,000 360,116 359,212
US TREASURY SECURITIES STRIPPED TINT
DUE 5-15-2015 REG 270,000 53,698 55,077
US TREASURY SER B-2002 6.375% NT DUE 8-15-200255,000 50,359 53,247
US TREASURY SER R-1998 4.75% NOTE DUE 8-31-98300,000 270,843 276,094
US TREASURY SER T-1997 6.00% NOTE DUE
11-30-97 REG 235,000 224,094 238,830
US TREASURY SERIES C-1996 7.375% NOTE
DUE 5-15-96 575,000 574,011 578,518
US TREASURY SERIES D-1997 8.00% NOTE
DUE 1-15-97 REG 50,000 50,258 53,416
US TREASURY 10.75% BOND DUE 2-15-2003 55,000 64,281 62,270
US TREASURY 8.75% BOND DUE 5-15-2020
REGISTERED 410,000 443,313 456,894
US TREASURY, SERIES R-1996, 7.875% NOTE DUE
7-31-96 185,000 185,751 202,512
US TRESURY, SERIES D-2000, 8.50% NOTE DUE
11-15-2000 580,000 597,852 656,337
US TREASURY, SERIES E-1998, 7.875% NOTE DUE
1-15-98 180,000 180,225 183,220
US TREASURY, 10.375% BOND DUE 11-15-12 85,000 101,150 105,463
<PAGE>
Schedule 1
Page 3 of 11
U.S. GOVERNMENT AND AGENCY ISSUES SHARES MARKET VALUE TOTAL COST
USA TREAS 7.875% NT DUE 11-15-2004 45,000 45,126 45,225
USA TREASURY NT SER C-2004 7.25% NT DUE
08-15-2004 75,000 71,988 74,648
TOTAL U.S. GOVERNMENT AND AGENCY ISSUES 3,960,000$ 3,723,712$ 3,861,398
FOREIGN BONDS SHARES MARKET VALUE TOTAL COST
QUEBEC PROV CDA 7.125% BD DUE 02-09-2024 50,000$ 40,177$ 41,787
TOTAL FOREIGN BONDS 50,000 $ 40,177 $ 41,787
<PAGE>
Schedule 1
Page 4 of 11
COMMON STOCK SHARES MARKET VALUE TOTAL COST
ABBOTT LABORATORIES, COMMON STOCK, NO PAR 12,500 $ 407,813 $ 270,042
ADR HANSON PLC NEW $25 PAR 22,000 396,000 408,320
ADR REPSOL SA SPONSORED 15,000 408,750 468,090
ADR TELEFONICA DE ESPANA SA SPONSORED 12,000 421,500 408,720
ALLERGAN INC COM STOCK 14,600 412,450 338,145
ALLIEDSIGNAL INC., COMMON STOCK 21,500 731,000 751,698
ALLSTATE CORP COMMON STOCK 28,800 684,000 790,867
AMERADA HESS CORP., COMMON STOCK, $1 PAR 6,400 292,000 293,354
AMERICAN EXPRESS CO., COMMON STOCK, $.60 PAR15,000 442,500 365,532
AMERICAN GENERAL CORP., COMMON STOCK
$1.50 PAR 14,600 412,450 244,717
AMERICAN HOME PRODUCTS CORP., COMMON STOCK,
$.33 1/3 PAR 6,110 383,403 332,702
AMERICAN INTERNATIONAL GROUP, INC. COMMON
STOCK, $2.50 PAR 4,200 411,600 349,652
AMOCO CORP., COMMON STOCK 7,600 449,350 341,317
AMR CORP., COMMON STOCK, $1 PAR 8,300 441,975 492,347
ANHEUSER-BUSCH COMPANIES INCORPORATED
COMMON STOCK $1.00 PAR VALUE 8,500 432,438 460,325
APPLE COMPUTER, INC. COMMON STOCK 3,100 120,900 104,043
AT&T CORP COM STK 9,000 452,250 482,712
ATLANTIC RICHFIELD CO., COMMON STOCK, $2.50 PAR3,100 315,425 336,159
BANKAMERICA CORP., COMMON STOCK, $1.5625 PAR11,800 466,100 508,314
BETHLEHEM STEEL CORP., COMMON STOCK,
$8 PAR 7,200 129,600 127,443
BOEING CO., CAPITAL STOCK, $5 PAR 9,500 446,500 381,729
BROWNING FERRIS INDUSTRIES, INC., COMMON
STOCK, $.16 2/3 PAR 16,000 454,000 347,120
<PAGE>
Schedule 1
Page 5 of 11
COMMON STOCK SHARES MARKET VALUE TOTAL COST
BURLINGTON NORTHERN INC., COMMON STOCK,
NO PAR 11,100 534,188 562,029
CHEMICAL BANKING CORP COMMON STOCK N.P. 17,500 627,813 602,244
CHEVRON CORP., COMMON STOCK 10,400 464,100 440,323
CHUBB CORP, COMMON STOCK, $1 PAR 7,100 549,363 550,014
CINERGY CORP COMMON STOCK 19,450 457,075 430,500
CITICORP DEP. SH. REPR. 1/2 SHS CONV.
PREFERRED STOCK 18,600 355,725 274,350
COCA COLA CO., COMMON STOCK, NO PAR 9,000 463,500 456,165
COLUMBIA/HCA HEALTHCARE CORP COM 11,702 427,123 233,881
CORNING INC COMMON STOCK 10,900 325,638 334,111
CSX CORP., COMMON STOCK, $1 PAR 3,900 271,538 262,856
DEAN WITTER DISCOVER & CO COMMON STOCK 13,815 467,983 506,789
DEERE & CO., COMMON STOCK, $1 PAR 4,700 311,375 306,209
DELTA AIR LINES, INC., COMMON STOCK $3 PAR 2,800 141,400 152,030
DELUXE CORP., COMMON STOCK 8,000 211,000 229,027
DILLARD DEPARTMENT STORES, INC., CLASS A,
COMMON STOCK, NO PAR 34,300 917,525 1,074,958
DOVER CORP., COMMON STOCK $1 PAR 8,000 413,000 233,400
DOW CHEMICAL CO., COMMON STOCK, $2.50 PAR 7,500 504,375 421,855
DOW JONES & CO., INC., COMMON STOCK, $1 PAR11,300 350,300 328,362
DRESSER INDUSTRIES INC., COMMON STOCK
$.25 PAR 12,900 243,488 256,760
DU PONT, E. I. DE NEMOURS & CO., COMMON
STOCK, $5 PAR 1,300 72,963 69,582
EG&G, INC., COMMON STOCK, $1 PAR 17,300 244,363 333,031
EASTMAN CHEMICAL CO COMMON STOCK 6,225 314,363 273,713
<PAGE>
Schedule 1
Page 6 of 11
COMMON STOCK SHARES MARKET VALUE TOTAL COST
EMERSON ELECTRIC CO., COMMON STOCK, $1 PAR 7,400 461,575 303,806
ENTERGY CORP NEW COMMON STOCK 18,500 404,688 654,196
EXXON CORP., COMMON STOCK, NO PAR 10,600 643,950 643,911
FEDERATED DEPT STORES INC. COMMON STOCK 33,500 644,875 688,648
FORD MOTOR CO., COMMON STOCK, $1 PAR 24,900 694,088 698,429
GENERAL DYNAMICS CORP. COMMON STOCK, $1 PAR12,300 535,050 540,223
GENERAL ELECTRIC COMPANY COMMON STOCK
$2.50 PAR 15,300 780,300 645,151
GENERAL MILLS, INC., COMMON STOCK, $.75 PAR6,000 342,750 348,360
GENERAL MOTORS CORP. COMMON STOCK, $1 2/3 PAR13,600 572,900 627,126
GENERAL PUBLIC UTILITIES CORP., COMMON STOCK,
$2.50 PAR 13,900 364,875 390,589
GENERAL RE CORP., COMMON STOCK 4,000 494,000 347,280
GENUINE PARTS CO., COMMON STOCK, $1 PAR 10,000 360,000 358,080
GIANT FOOD, INC., CLASS A COMMON STOCK $1 PAR19,400 421,950 394,088
GOODYEAR TIRE & RUBBER CO., COMMON STOCK,
NO PAR 13,600 457,300 479,346
GRAINGER, W. W., INC. COMMON STOCK, $1 PAR 9,000 519,750 496,733
GTE CORP. COMMON STOCK, $3.33 1/3 PAR 19,400 589,275 647,659
HALLIBURTON CO. COMMON STOCK, $2.50 PAR 8,000 265,000 237,452
HEINZ, H. J. CO., COMMON STOCK, $3 PAR 10,800 396,900 400,439
HEWLETT-PACKARD CO., COMMON STOCK, $1 PAR 4,900 489,388 199,932
INTERNATIONAL BUSINESS MACHINES CORP.,
CAPITAL STOCK, $1.25 PAR 5,700 418,950 446,900
JAMES RIVER CORP., OF VIRGINIA, COMMON STOCK,
$.10 PAR 18,400 372,600 410,111
JEFFERSON-PILOT CORP. COMMON STOCK,
$1.25 PAR 8,900 461,688 220,667
<PAGE>
Schedule 1
Page 7 of 11
COMMON STOCK SHARES MARKET VALUE TOTAL COST
K MART CORP. COMMON STOCK, $1 PAR 24,300 315,900 521,696
KEYCORP NEW COMMON STOCK 15,819 395,475 462,672
LILLY, EIL & CO., COMMON STOCK, $.62,
1/2 PAR 6,500 426,563 430,779
LOCKHEED CORP., COMMON STOCK, $1 PAR 6,600 479,325 290,982
LOEWS CORP COMMON STOCK $1.00 PAR 1,400 121,625 146,897
LTV CORP NEW COMMON STOCK 13,300 219,450 208,979
MARSH & MC LENNAN CO. INC., COMMON STOCK,
$1 PAR 4,800 380,400 339,543
MASCO CORP. COMMON STOCK, $1 PAR 16,400 371,050 414,898
MAY DEPARTMENT STORES CO., COMMON STOCK,
$.50 PAR 18,000 607,500 690,159
MC DONALDS CORP. COMMON STOCK, NO PAR 28,600 836,550 512,858
MELVILLE CORP. COMMON STOCK, $1 PAR 10,800 333,450 413,436
MERCK & CO. INC., COMMON STOCK,
$.02 7/9 PAR 8,900 339,313 297,139
MINNESOTA MINING AND MANUFACTURING CO.,
COMMON STOCK, NO PAR 8,700 464,363 435,897
NATIONAL MEDICAL ENTERPRISES INC.,
COMMON STOCK, $.05 PAR 30,300 427,988 457,559
NATIONAL SERVICE INDUSTRIES, INC.,
COMMON STOCK, $1 PAR 15,400 394,625 341,912
NATIONSBANK CORP COMMON STOCK 6,800 306,850 317,668
NAVISTAR INTL CORP NEW COMMON STOCK 10,500 158,813 221,878
NBD BANCORP INC., COMMON STOCK,
$6.25 PAR 15,350 420,206 326,480
NEWMONT MINING CORP. COMMON STOCK, $1.60 PAR13,500 486,000 528,843
OCCIDENTAL PETROLEUM CORP., COMMON STOCK
$.20 PAR 17,500 336,875 347,218
<PAGE>
Schedule 1
Page 8 of 11
COMMON STOCK SHARES MARKET VALUE TOTAL COST
ORYX ENERGY CO COMMON STOCK 11,700 138,938 220,622
PACIFIC GAS & ELECTRIC CO. COMMON STOCK, $10 PAR15,400375,375 428,004
PACIFIC TELESIS GROUP, COMMON STK 3,900 111,150 121,830
PANHANDLE EASTERN CORP., COMMON STOCK, NO PAR20,300 400,925 412,601
PECO ENERGY CO COMMON STOCK 12,600 308,700 348,021
PENNEY, J.C. CO., INC., COMMON STOCK,
$.50 PAR 10,500 468,563 487,472
PEPSICO, INC., COMMON STOCK, $.05 PAR 11,400 413,250 413,034
POLAROID CORP., COMMON STOCK, $1 PAR 6,800 221,000 204,311
PPG INDUSTRIES INC., COMMON STOCK,
$1.66 2/3 PAR 3,700 137,363 129,311
RAYTHEON CO., COMMON STOCK, $1.25 PAR 12,000 766,500 515,321
RITE AID CORP., COMMON STOCK, $1 PAR 18,200 425,425 334,771
ROCKWELL INTERNATIONAL CORP. COMMON STOCK,
$1 PAR 3,800 135,850 129,522
ROYAL DUTCH PETE CO, N.Y. REGISTRY SH
PAR N 5 GLDR 3,800 409,450 301,564
RYDER SYSTEM, INC., COMMONS STOCK, $.75 PAR10,300 226,600 229,773
SCHLUMBERGER LTD. COMMON STOCK, $1 PAR 2,400 120,900 139,398
SNAP-ON INC COM 11,900 395,675 388,008
SONAT INC., COMMON STOCK, $3.75 PAR 1,300 36,400 35,085
SOUTHERN CO., COMMON STOCK, $5 PAR 9,200 184,000 170,253
SPRINT CORP COMMON STOCK 13,600 375,700 455,235
SUN TRUST BANKS, INC., COMMON STOCK,
$2.50 PAR 9,600 458,400 353,808
SUPER VALU INC. COMMON STOCK 11,200 273,000 275,096
<PAGE>
Schedule 1
Page 9 of 11
COMMON STOCK SHARES MARKET VALUE TOTAL COST
TELE COMMUNICATIONS INC CL A NEW COMMON
STOCK 16,400 356,700 381,489
TENNECO, INC. COMMON STOCK, $5 PAR 11,000 467,500 480,555
TEXAS UTILITIES CO., COMMON STOCK, NO PAR 10,600 339,200 348,708
TRAVELERS INC COM 14,200 459,725 469,947
UNILEVER NV, N.Y. SHARES 4 GUILDERS PAR 3,000 349,500 340,851
UNION PACIFIC CORP., COMMON STOCK, $5 PAR 11,900 539,963 656,078
UNITED TECHNOLOGIES CORP., COMMON STOCK,
$5 PAR 6,900 433,838 323,275
UNOCAL CORP. COMMON STOCK, $8 1/3 PAR 14,200 386,950 385,365
UNUM CORPORATION COMMON STOCK 12,200 460,550 551,724
US WEST, COMMON STOCK 10,100 359,813 353,437
VIACOM INC., CLASS B COMMON 6,800 277,100 224,499
WACHOVIA CORP COMMON STOCK NEW $5.00 PAR 10,400 335,400 356,824
WALT DISNEY COMPANY COMMON STOCK 11,000 506,000 462,660
WARNER LAMBERT CO., COMMON STOCK, $1 PAR 5,300 408,100 337,966
WEYERHAEUSER CO., COMMON STOCK, $1.875 PAR12,100 453,750 481,541
WHIRLPOOL CORP. COMMON STOCK, $1 PAR 5,200 261,300 176,998
WITCO CORP., COMMON STOCK, $5 PAR 16,200 399,427 226,239
XEROX CORP. COMMON STOCK, $1 PAR 700 69,300 51,048
TOTAL COMMON STOCK 1,447,971 $ 49,541,642 $ 47,524,395
<PAGE>
Schedule 1
Page 10 of 11
MORTGAGES, NOTES, CONTRACTS SHARES MARKET VALUE TOTAL COST
ALLSTATE LIFE GA-5715, 8.25% DUE 7/8/99 &
10/8/99 DC 1,759,146 $ 1,759,146 $ 1,759,146
CANADA LIFE GUARANTEED INVESTMENT CONTRACT
#P-45327 393,240 393,240 393,240
COMMONWEALTH LIFE #ADA-00470FR 5.87%
DUE 10/22/97 1,117,348 1,117,348 1,117,348
COMMONWEALTH LIFE ADA-00484FR, 5.61%
MATURES: 12/30/97, 6/30/98 2,196,270 2,196,270 2,196,270
GUARANTEED INVESTMENT CONTRACT #GVC-91124
MATURITY DATE 12/15/95 1,625,301 1,625,301 1,625,301
HARTFORD LIFE GA-9630, 6.10% MATURES
3/31/99 1,111,927 1,111,927 1,111,927
HARTFORD LIFE GA-9639 5.25% MATURES 3/26/971,095,0951,095,095 1,095,095
HARTFORD LIFE GA-9683, 5.41 MATURES 6/20/97,
12/21/98 1,090,632 1,090,632 1,090,632
HARTFORD LIFE GA-9782, INTEREST RATE 4.82%
MAT DATES 10/1/96, 10/1/97, 10/1/98 1,057,297 1,057,297 1,057,297
NEW YORK LIFE GA-06751, 5.80% MATURES
3/31/98 1,106,300 1,106,300 1,106,300
NEW YORK LIFE GA-06751-3, 6.07% DUE 2/26/991,050,4751,050,475 1,050,475
NEW YORK LIFE INSURANCE CO. GA-06751-2
INT. 5.18% DUE 8/29/97, 1/29/99 1,049,910 1,049,910 1,049,910
OHIO NATIONAL LIFE INSURANCE CO - GIC
#GA-5426 7.54% DUE 10/07/96 613,966 613,966 613,966
OHIO NATIONAL LIFE INSURANCE CO - GIC
#GA-5427 7.57% DUE 12/05/96 614,450 614,450 614,450
OHIO NATIONAL LIFE INSURANCE COMPANY
GA-5554 6.91% MATURES 10/1/98, 1/22/99 1,707,571 1,707,571 1,707,571
PRINCIPAL CONTRACT #GA-16008 INT. RATE
8.35% MAT. 5/25/95, 3/25/96 & 8/26/96 2,016,178 2,016,178 2,016,178
PRINCIPAL MUTUAL CONTRACT #GA4-6826 5.67%
DUE 4/1/98 890,596 890,596 890,596
<PAGE>
Schedule 1
Page 11 of 11
MORTGAGES, NOTES, CONTRACTS SHARES MARKET VALUE TOTAL COST
PRINCIPAL MUTUAL GA4-6826-2 6.23% MATURES:
8/24/98, 12/23/98, 4/23/99 1,677,932 1,677,932 1,677,932
PROTECTIVE LIFE CONTRACT #GA-516 INT.
RATE MAT. 2/25/95, 2/25/96, & 6/25/96 1,587,762 1,587,762 1,587,762
PROTECTIVE LIFE INS 11-28-97 CONTRACT
#GA768 6.87% 1,009,511 1,009,511 1,009,511
STATE MUTUAL LIFE ASSURANCE CO.
GA-92012-A-1 6.01%, MATURES 4/1/94, 4/1/98560,022 560,022 560,022
STATE MUTUAL LIFE GA92012-A-3-4-5, 5.66%
MATURES 10/31/94, 2/27/98, 6/30/98 1,108,183 1,108,183 1,108,183
STATE MUTUAL LIFE INSURANCE #92012A-6 6.58%
DUE 4/14/1999 1,046,805 1,046,805 1,046,805
THE TRAVELERS CONTRACT #GR-15824 INT. RATE
8.62% MAT. 8/31/95, 11/30/95, & 5/31/96 2,034,767 2,034,767 2,034,767
TOTAL MORTGAGES, NOTES, CONTRACTS 29,520,684 $29,520,685 $29,520,685
/TABLE
<PAGE>
<TABLE> Schedule 2
<CAPTION> Page 1 of 1
The Montana Power Company
Deferred Savings and Employee Stock Ownership Master Trust
Schedule of Reportable Transactions for
the Year Ended December 31, 1994
Transactions of an amount in excess of five percent of the current
value of the Master Trust assets as of the beginning of the year,
reportable under the provisions of the Employee Retirement Income
Security Act of 1974, for the year ended December 31, 1994 were as
follows:
Number of Face Amount
Purchases Transactions or Shares Cost
<S> <C> <C> <C>
Collective Short-Term Investment Fund
(Invested Daily Cash Balances) 411 $31,184,755 $31,184,755
Number of Current
Sales Transactions Value Cost
Collective Short-Term Investment Fund
(Invested Daily Cash Balances) 283 $31,237,675 $31,237,675
/TABLE
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Northwestern Resources Co. Retirement Plan Committee has duly
caused this annual report to be signed by the undersigned thereunto
duly authorized.
NORTHWESTERN RESOURCES CO. DEFERRED SAVINGS AND
EMPLOYEE STOCK OWNERSHIP PLAN
Date: June 29, 1995 By Jerrold P. Pederson
Vice President - Chief Financial Officer
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 No. 33-
24952 and to the incorporation by reference in the Prospectus
constituting part on the Registration Statement on Form S-8 No. 33-
28096 of The Montana Power Company relating to Northwestern Resources
Company Deferred Savings and Employee Stock Ownership Plan of our
report dated March 17, 1995 appearing on page 4 of this Form 11-K.
PRICE WATERHOUSE LLP
Portland, Oregon
June 26, 1995
