<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from _________ to _________
Commission File Number 1-5152
PACIFICORP
(Exact name of registrant as specified in its charter)
State of Oregon 93-0246090
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
700 N.E. Multnomah, Portland, Oregon 97232-4116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 731-2000
Securities registered pursuant to section 12(b) of the Act:
NAME of each exchange
Title of each Class on which registered
___________________ _____________________
Common Stock New York Stock Exchange
Pacific Stock Exchange
$1.98 No Par Serial Preferred Stock, New York Stock Exchange
($25 Stated Value), Series 1992
Securities registered pursuant to Section 12(g) of the Act:
Title of each Class
___________________
5% Preferred Stock (Cumulative; $100 Stated Value)
Serial Preferred Stock (Cumulative; $100 Stated Value)
No Par Serial Preferred Stock (Cumulative; Various Stated Values)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES X NO
___ ___
<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
On March 1, 1995, the aggregate market value of the shares of voting
stock of the Registrant held by non-affiliates was approximately $5.8 billion.
As of March 1, 1995, there were 284,259,719 shares of the Registrant's
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders of the Registrant for the
year ended December 31, 1994 are incorporated by reference in Parts I and
II and appended hereto.
Portions of the Annual Reports on Form 10-K of Pacific Telecom, Inc. and
PacifiCorp Financial Services, Inc. for the year ended December 31, 1994 are
incorporated by reference in Part I.
Portions of the proxy statement of the Registrant for the 1995 Annual
Meeting of Shareholders are incorporated by reference in Part III.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
3. Exhibits:
*(2)a -- Agreement and Plan of Merger dated as of March 9, 1995 by and
among Pacific Telecom, Inc., PacifiCorp Holdings, Inc. and PXYZ
Corporation. (Exhibit 2A, Form 8-K dated March 9, 1995, File
No. 0-873.)
*(2)b -- Agreement dated as of March 9, 1995 between PacifiCorp and
Pacific Telecom, Inc. (Exhibit 2B, Form 8-K dated March 9,
1995, File No. 0-873.)
*(3)a -- Second Restated Articles of Incorporation of the Company, as
amended. (Exhibit (3)a, Form 10-K for fiscal year ended
December 31, 1992, File No. 1-5152).
*(3)b -- Bylaws of the Company (as restated and amended November 17,
1993). (Exhibit (3)b, Form 10-K for fiscal year ended
December 31, 1993, File No. 1-5152).
*(4)a -- Mortgage and Deed of Trust dated as of January 9, 1989, between
the Company and Morgan Guaranty Trust Company of New York
(Chemical Bank, successor), Trustee, as supplemented and
modified by nine Supplemental Indentures (Exhibit 4-E, Form 8-B,
File No. 1-5152; Exhibit (4)(b), File No. 33-31861; Exhibit
(4)(a), Form 8-K dated January 9, 1990, File No. 1-5152; Exhibit
4(a), Form 8-K dated September 11, 1991, File No. 1-5152;
Exhibit 4(a), Form 8-K dated January 7, 1992, File No. 1-5152;
Exhibit 4(a), Form 10-Q for the quarter ended March 31, 1992,
File No. 1-5152; and Exhibit 4(a), Form 10-Q for the quarter
ended September 30, 1992, File No. 1-5152; Exhibit 4(a), Form
8-K dated April 1, 1993, File No. 1-5152; Exhibit 4(a), Form
10-Q for the quarter ended September 30, 1993, File No. 1-5152);
and Exhibit 4(a), Form 10-Q for the quarter ended June 30, 1994,
File No. 1-5152).
(4)b -- Tenth Supplemental Indenture dated as of August 1, 1994 to the
Mortgage and Deed of Trust dated as of January 9, 1989 between
the Company and Morgan Guaranty Trust Company of New York
(Chemical Bank, successor), Trustee.
*(4)c -- Mortgage and Deed of Trust dated as of July 1, 1947, between
Pacific Power & Light Company and Guaranty Trust Company of New
York (Chemical Bank, successor) and Oliver R. Brooks et al.
(resigned) Trustees, as supplemented and modified by
16
<PAGE>
fifty-two Supplemental Indentures (Exhibit 7(d), File No.
2-7118; Exhibit 7(b), File No. 2-8354; Exhibit 4(b)-3, File No.
2-9446; Exhibit 4(b)-4, File No. 2-9809; Exhibit 4(b)-5, File
No. 2-10731; Exhibit 4(b)-6, File No. 2-11022; Exhibit 4(b)-7,
File No. 2-12576; Exhibit 4(b)-8, File No. 2-13403; Exhibit
4(b)-2, File No. 2-13793; Exhibit 4(b)-2, File No. 2-14125;
Exhibit 4(b)-2, File No. 2-14706; Exhibit 4(b)-2, File No.
2-16843; Exhibit 4(b)-2, File No. 2-19841; Exhibit 4(b)-2, File
No. 2-20797; Exhibit 4(b)-3, File No. 2-20797; Exhibit 4(b)-2,
File No. 2-15327; Exhibit 4(b)-2, File No. 2-21488; Exhibit
4(b)-2, File No. 2-15327; Exhibit 4(b)-2, File No. 2-23922;
Exhibit 4(b)-5, File No. 2-15327; Exhibit 4(b)-2, File No.
2-32390; Exhibit 4(b)-2, File No. 2-34731; Exhibit 2(b)-1, File
No. 2-37436; Exhibit 2(b)-4, Thirteenth Amendment, File No.
2-15327; Exhibit 5(gg), File No. 2-43377; Exhibit 2(b)-1, File
No. 2-45648; Exhibit 2(b)-1, File No. 2-49808; Exhibit 2(b)-1,
File No. 2-52039; Exhibit 2, Form 8-K for the month of June
1975, File No. 1-5152; Exhibit 2, Form 8-K for the month of
January 1976, File No. 1-5152; Exhibit 3(c), Form 8-K for the
month of July 1976, File No. 1-5152; Exhibit 2, Form 8-K for the
month of December 1976, File No. 1-5152; Exhibit 3(c), Form 8-K
for the month of January 1977, File No. 1-5152; Exhibit 5(yy),
File No. 2-60582; Exhibit 5(m)-2, File No. 2-66153; Exhibit
4(a)-2, File No. 2-70905; Exhibit (4)a, Form 10-K for the fiscal
year ended December 31, 1980, File No. 1-5152; Exhibit 4(b),
Form 10-K for the fiscal year ended December 31, 1981, File No.
1-5152; Exhibit (4)b, Form 10-K for the fiscal year ended
December 31, 1982, File No. 1-5152; Exhibit (4)b, File No.
2-82676; Exhibit (4)b, Form 10-K for the fiscal year ended
December 31, 1985, File No. 1-5152; Exhibit 4, Form 8-K dated
July 25, 1986, File No. 1-5152; Exhibit 4, Form 8-K dated May
18, 1988, File No. 1-5152; Exhibit 4(a), Form 8-K dated January
9, 1989, File No. 1-5152; Exhibit (4)(d), File No. 33-31861;
Exhibit (4)(b), Form 8-K dated January 9, 1990, File No. 1-5152;
Exhibit 4(b), Form 8-K dated September 11, 1991, File No. 1-
5152; Exhibit 4(b), Form 8-K dated January 7, 1992, File No.
1-5152; Exhibit 4(b), Form 10-Q for the quarter ended March 31,
1992, File No. 1-5152; Exhibit 4(b), Form 10-Q for the quarter
ended September 30, 1992, File No. 1-5152; Exhibit 4(b), Form 8-
K dated April 1, 1993, File No. 1-5152; Exhibit 4(b), Form 10-Q
for the quarter ended September 30, 1993, File No. 1-5152; and
Exhibit 4(b), Form 10-Q for the quarter ended June 30, 1994,
File No. 1-5152).
(4)d -- Fifty-third Supplemental Indenture dated as of August 1, 1994 to
the Mortgage and Deed of Trust dated as of July 1, 1947 between
Pacific Power & Light Company and Guaranty Trust Company of New
York (Chemical Bank, successor) and Oliver R. Brooks et al.
(resigned), Trustees.
*(4)e -- Mortgage and Deed of Trust dated as of December 1, 1943, between
Utah Power & Light Company and Guaranty Trust Company of New
York (Morgan Guaranty, successor) and Arthur E. Burke et al.
(resigned) Trustees, as supplemented and modified by fifty-four
Supplemental Indentures (Exhibits 7(a), 7(b) and 7(e), File No.
2-6245; Exhibit 7(a), File No. 2-7420; Exhibit 7(a), File No.
2-7880; Exhibit 7(a), File No. 2-8057; Exhibit 7(g), File No.
2-8564; Exhibit 7(h), File No. 2-9121; Exhibit 4(d), File No.
2-9796; Exhibit 4(d), File No. 2-10707; Exhibit 4(d), File No.
2-11822; Exhibit 4(d), File No. 2-13560; Exhibit 4(d), File No.
2-16861; Exhibit 4(d), File No. 2-20176; Exhibit 2(c), File No.
2-21141; Exhibit 2(c), File No. 2-59660; Exhibit 2(e), File No.
2-28131; Exhibit 2(e), File No. 2-59660; Exhibit 2(e), File No.
2-36342; Exhibit 2(e), File No. 2-39394; Exhibits 2(h) and 2(i),
File No. 2-59660; Exhibit 2(d), File No. 2-51736; Exhibit 2(c),
File No. 2-54812; Exhibit 2(c), File No. 2-55331; Exhibit 2(c),
File No. 2-55762; Exhibit 2(d), File No. 2-56990; Exhibit 2(e),
File No. 2-56990; Exhibits 2(c) and 2(d), File No. 2-58227;
Exhibit 2(r), File No. 2-59660; Exhibits 2(c) and 2(d), File No.
2-61221; Exhibit 2(c), File No. 2-63813; Exhibit 2(c), File No.
2-65221; Exhibit 2(c)-1, File No. 2-66680;
17
<PAGE>
Exhibits 4(b) and 4(c)-1, File No. 2-74773; Exhibit 4(d), File
No. 2-80100; Exhibits 4(d)-2 and 4(d)-3, File No. 2-76293;
Exhibit 4(b), File No. 33-9932; Exhibit 4(b), File No. 33-13207;
Exhibits 4(a) and 4(b), File No. 33-01890; Exhibit 4(b), Form
8-K dated January 9, 1989, File No. 1-5152; Exhibit (4)(f), File
No. 33-31861; Exhibit (4)(c), Form 8-K dated January 9, 1990,
File No. 1-5152; Exhibit 4(c), Form 8-K dated September 11,
1991, File No. 1-5152; Exhibit 4(c), Form 8-K dated January 7,
1992, File No. 1-5152; Exhibit 4(c), Form 10-Q for the quarter
ended March 31, 1992, File No. 1-5152; Exhibit 4(c), Form 10-Q
for the quarter ended September 30, 1992, File No. 1-5152;
Exhibit 4(c), Form 8-K dated April 1, 1993, File No. 1-5152;
Exhibit 4(c), Form 10-Q for the quarter ended September 30,
1993, File No. 1-5152; and Exhibit 4(c), Form 10-Q for the
quarter ended June 30, 1994, File No. 1-5152).
(4)f -- Fifty-fifth Supplemental Indenture dated as of August 1, 1994 to
the Mortgage and Deed of Trust dated as of December 1, 1943
between Utah Power & Light Company and Guaranty Trust Company of
New York (Chemical Bank, successor) and Arthur E. Burke et al.
(resigned), Trustees.
*(4)g -- Second Restated Articles of Incorporation, as amended, and
Bylaws. See (3)a and (3)b above.
In reliance upon item 601(4)(iii) of Regulation S-K, various
instruments defining the rights of holders of long-term debt of
the Registrant and its subsidiaries are not being filed because
the total amount authorized under each such instrument does not
exceed 10 percent of the total assets of the Registrant and its
subsidiaries on a consolidated basis. The Registrant hereby
agrees to furnish a copy of any such instrument to the
Commission upon request.
*+(10)a -- PacifiCorp Deferred Compensation Payment Plan (Exhibit 10-F,
Form 10-K for fiscal year ended December 31, 1992, File No.
1-8749).
+(10)b -- PacifiCorp Compensation Reduction Plan dated December 1, 1994,
as amended.
*+(10)c -- Pacific Telecom Executive Bonus Plan, dated October 26, 1990
(Exhibit 10B, Form 10-K for the fiscal year ended December 31,
1990, File No. 0-873).
+(10)d -- PacifiCorp 1995 PerformanceShare Incentive Plan.
+(10)e -- PacifiCorp 1995 Individual Incentive Plan.
+(10)f -- PacifiCorp Non-Employee Directors' Stock Compensation Plan dated
August 1, 1985, as amended.
*+(10)g -- PacifiCorp Long Term Incentive Plan, 1993 Restatement (Exhibit
10G, Form 10-K for the year ended December 31, 1993, File No.
0-873).
*+(10)h -- Form of Restricted Stock Agreement under PacifiCorp Long Term
Incentive Plan, 1993 Restatement (Exhibit 10H, Form 10-K for the
year ended December 31, 1993, File No. 0-873).
+(10)i -- PacifiCorp Supplemental Executive Retirement Plan 1988
Restatement, as amended.
*+(10)j -- PacifiCorp Executive Severance Plan (Exhibit (10)m, Form 10-K
for fiscal year ended December 31, 1988, File No. 1-5152).
*+(10)k -- Pacific Telecom Executive Deferred Compensation Plan dated as of
January 1, 1994, as amended (Exhibit 10L, Form 10-K for the year
ended December 31, 1994, File No. 0-873).
*+(10)l -- Pacific Telecom Long Term Incentive Plan 1994 Restatement dated
as of January 1, 1994 (Exhibit 10F, Form 10-K for the fiscal
year ended December 31, 1993, File No. 0-873).
18
<PAGE>
*+(10)m -- Pacific Telecom Executive Officer Severance Plan (Exhibit 10N,
Form 10-K for the year ended December 31, 1994, File No. 0-873).
*+(10)n -- Form of Restricted Stock Agreement under Pacific Telecom Long-
Term Incentive Plan 1994 Restatement (Exhibit (10)o, Form 10-K
for the year ended December 31, 1993, File No. 1-5152).
*+(10)o -- Incentive Compensation Agreement dated as of February 1, 1994
between PacifiCorp and Frederick W. Buckman (Exhibit (10)k, Form
10-K for the fiscal year ended December 31, 1993, File No.
1-5152).
*+(10)p -- Restricted Stock Agreement dated as of December 3, 1992 between
PacifiCorp and A. M. Gleason (Exhibit (10)k, Form 10-K for the
fiscal year ended December 31, 1992, File No. 1-5152).
*+(10)q -- Compensation Agreement dated as of February 9, 1994 between
PacifiCorp and Keith R. McKennon (Exhibit (10)m, Form 10-K for
the fiscal year ended December 31, 1993, File No. 1-5152).
+(10)r -- Amendment No. 1 to Compensation Agreement between PacifiCorp and
Keith R. McKennon dated as of February 9, 1995.
*(10)s -- Short-Term Surplus Firm Capacity Sale Agreement executed July 9,
1992 by the United States of America Department of Energy acting
by and through the Bonneville Power Administration and Pacific
Power & Light Company (Exhibit (10)n, Form 10-K for the fiscal
year ended December 31, 1992, File No. 1-5152).
(10)t -- Restated Surplus Firm Capacity Sale Agreement executed
September 27, 1994 by the United States of America Department of
Energy acting by and through the Bonneville Power Administration
and Pacific Power & Light Company.
(12)a -- Statements of Computation of Ratio of Earnings to Fixed Charges.
(See page S-1.)
(12)b -- Statements of Computation of Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends. (See page S-2.)
(13) -- Portions of Annual Report to Shareholders of the Registrant for
the year ended December 31, 1994 incorporated by reference
herein.
(21) -- Subsidiaries. (See pages S-2 through S-4.)
(23)a -- Consent of Deloitte & Touche LLP with respect to Annual Report
on Form 10-K.
(23)b -- Consent of Deloitte & Touche LLP with respect to Annual Report
on Form 11-K.
(23)c -- Consent of Deloitte & Touche LLP with respect to Annual Report
on Form 11-K.
(24) -- Powers of Attorney.
(27) -- Financial Data Schedule (filed electronically only).
(99)a -- "Item 1. Business" and "Item 2. Properties" from the Annual
Reports on Form 10-K of Pacific Telecom, Inc. and PacifiCorp
Financial Services, Inc. for the year ended December 31, 1994.
(99)b -- Annual Report on Form 11-K of the PacifiCorp Compensation
Reduction Plan for the fiscal year ended December 31, 1994.
(99)c -- Annual Report on Form 11-K of the Utah Power & Light Company
Employee Savings and Stock Purchase Plan of PacifiCorp for the
fiscal year ended December 31, 1994.
(99)d -- Annual Report on Form 11-K of the PacifiCorp K Plus Employee
Savings Plan for the fiscal year ended December 31, 1994.
- -----------
*Incorporated herein by reference.
+This exhibit constitutes a management contract or compensatory plan or
arrangement.
(b) Reports on Form 8-K.
On Form 8-K dated March 9, 1995, under "Item 5. Other Events," the
Company filed a press release reporting a proposed merger under which the
minority interest in Pacific Telecom, Inc. would be acquired by
PacifiCorp Holdings. In addition, the Company reported certain summary
financial information.
(c) See (a) 3. above.
(d) See (a) 2. above.
19
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
PacifiCorp
/s/FREDERICK W. BUCKMAN
By_________________________________
Frederick W. Buckman
(PRESIDENT AND
CHIEF EXECUTIVE OFFICER)
Date: June 22, 1995
20
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
_______ ___________ ____
(23)b Consent of Independent Public Accountants for the
UP&L Form 11-K (filed electronically)
(23)c Consent of Independent Public Accountants for the
K Plus Form 11-K (filed electronically)
(99)c Annual Report on Form 11-K of the Utah Power &
Light Company Employee Savings and Stock Purchase
Plan of PacifiCorp for the fiscal year ended
December 31, 1994 (filed electronically)
(99)d Annual Report on Form 11-K of the PacifiCorp
K Plus Employee Savings Plan for the fiscal
year ended December 31, 1994 (filed electronically)
<PAGE>
EXHIBIT (23)b
INDEPENDENT AUDITORS' CONSENT
_____________________________
Utah Power & Light Company
Employee Savings and Stock
Purchase Plan of PacifiCorp:
We consent to the incorporation by reference in Registration Statement Nos.
33-49479 and 33-58461 of PacifiCorp on Form S-8 of our report dated
April 14, 1995, appearing in this Annual Report on Form 11-K of the Utah
Power & Light Company Employee Savings and Stock Purchase Plan of PacifiCorp
for the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
June 22, 1995
<PAGE>
EXHIBIT (23)c
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-49479 and 33-58461 on Form S-8 of our report dated April 26, 1995,
appearing in this Annual Report on Form 11-K of the PacifiCorp K Plus Employee
Savings Plan for the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
June 22, 1995
<PAGE>1
EXHIBIT (99)c
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_______________
FORM 11-K
_______________
[X] Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1994
OR
[ ] Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition period from __________ to ____________
Commission file number 1-5152
A. Full title of the plan and the address of the plan if
different from that of the issuer named below:
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
PACIFICORP
700 N.E. MULTNOMAH, SUITE 1600
PORTLAND, OREGON 97232-4116
<PAGE>2
REQUIRED INFORMATION
Page No.
________
1. Independent Auditors' Report 3-4
2. Statements of Net Assets Available for
Benefits at December 31, 1994 and 1993 5-6
3. Statements of Changes in Net Assets
Available for Benefits for the Years
Ended December 31, 1994 and 1993 7-8
4. Notes to Financial Statements 9-16
5. Supplemental Schedules as of December 31, 1994
and for the year then ended:
Item 30a - Schedule of Assets Held for
Investment Purposes 17
Item 30d - Schedule of Reportable Transactions 18
* * * * * *
The following supplemental schedules required to be included with
financial statements in connection with Form 5500 filed with the Department of
Labor are not included herein because of the absence of conditions under which
they are required:
Item 30b - Schedule of Loans or Fixed Income Obligations
Item 30c - Schedule of Leases in Default or Classified as
Uncollectible
Item 30e and f - Schedule of Nonexempt Transactions
<PAGE>3
INDEPENDENT AUDITORS' REPORT
____________________________
Utah Power & Light Company
Employee Savings and Stock Purchase
Plan of PacifiCorp:
We have audited the accompanying statements of net assets available for
benefits of the Utah Power & Light Company Employee Savings and Stock Purchase
Plan of PacifiCorp (the Plan) as of December 31, 1994 and 1993, and the
related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1994 and 1993, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, listed in
the table of contents, are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental information by fund in the statements
of net
<PAGE>4
assets available for benefits and the statements of changes in net assets
available for benefits is presented for the purpose of additional analysis
rather than to present the net assets available for benefits and changes in
the net assets available for benefits of the individual funds. The
supplemental schedules and supplemental information by fund are the
responsibility of the Plan's management. Such supplemental schedules and
supplemental information by fund have been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
April 14, 1995
<PAGE>5
<TABLE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
DECEMBER 31, 1994
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
__________________________________________________________________________
ASSETS TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
______ ____________ ___________ __________ __________ __________ ___________ __________
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS (stated at fair
value) (Notes 1, 2, and 3):
PacifiCorp common stock....... $ 94,474,585 $85,495,057 $8,979,528 $ - $ - $ - $ -
Other......................... 17,328,930 - - 6,309,953 5,468,470 550,031 5,000,476
____________ ___________ __________ __________ __________ _________ __________
Total Investments.. 111,803,515 85,495,057 8,979,528 6,309,953 5,468,470 550,031 5,000,476
RECEIVABLES - Contributions..... 30,308 20,999 925 1,855 6,239 290 -
CASH............................ 900 2,550 52 141 (1,884) 41 -
____________ ___________ __________ __________ __________ _________ __________
Total Assets....... 111,834,723 85,518,606 8,980,505 6,311,949 5,472,825 550,362 5,000,476
____________ ___________ __________ __________ __________ _________ __________
LIABILITIES
___________
MANAGEMENT FEES PAYABLE......... 14,863 - - 13,671 - 1,192 -
____________ ___________ __________ __________ __________ _________ __________
Total Liabilities.. 14,863 - - 13,671 - 1,192 -
____________ ___________ __________ __________ __________ _________ __________
NET ASSETS AVAILABLE
FOR BENEFITS.................... $111,819,860 $85,518,606 $8,980,505 $6,298,278 $5,472,825 $ 549,170 $5,000,476
____________ ___________ __________ __________ __________ _________ __________
____________ ___________ __________ __________ __________ _________ __________
<FN>
See Notes to Financial Statements
</FN>
</TABLE>
<PAGE>6
<TABLE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
DECEMBER 31, 1993
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
___________________________________________________________________________
ASSETS TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
______ ___________ ___________ ___________ __________ __________ __________ ___________
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS (stated at fair
value) (Notes 1, 2 and 3):
PacifiCorp common stock....... $ 88,873,631 $80,333,288 $8,540,343 $ - $ - $ - $ -
Other......................... 15,921,077 - - 5,787,341 5,026,256 354,191 4,753,289
____________ ___________ __________ __________ __________ __________ __________
Total Investments.. 104,794,708 80,333,288 8,540,343 5,787,341 5,026,256 354,191 4,753,289
RECEIVABLES - Contributions..... 24,044 20,678 2,213 683 459 11 -
CASH............................ 877 773 86 8 8 2 -
____________ ___________ __________ __________ __________ __________ __________
Total Assets....... 104,819,629 80,354,739 8,542,642 5,788,032 5,026,723 354,204 4,753,289
____________ ___________ __________ __________ __________ __________ __________
LIABILITIES
___________
MANAGEMENT FEES PAYABLE......... 13,516 - - 12,736 - 780 -
___________ ___________ __________ __________ __________ _________ __________
Total Liabilities.. 13,516 - - 12,736 - 780 -
___________ ___________ __________ __________ __________ __________ __________
NET ASSETS AVAILABLE
FOR BENEFITS.................... $104,806,113 $80,354,739 $8,542,642 $5,775,296 $5,026,723 $ 353,424 $4,753,289
___________ ___________ __________ __________ __________ __________ __________
___________ ___________ __________ __________ __________ __________ __________
<FN>
See Notes to Financial Statements
</FN>
</TABLE>
<PAGE>7
<TABLE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
_________________________________________________________________________
TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
____________ ___________ __________ __________ __________ ____________ __________
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment Income (Loss)(Notes 2 and 3):
Cash Dividends on common
stock of PacifiCorp......... $ 5,210,831 $ 4,712,462 $ 498,369 $ - $ - $ - $ -
Interest and Other Income.... 768,328 11,597 1,080 - 370,938 - 384,713
Net Appreciation (Depreciation)
in Fair Value of Investments (4,874,118) (4,489,584) (468,695) 83,467 - 694 -
____________ ___________ __________ __________ __________ __________ _________
Total Investment
Income................ 1,105,041 234,475 30,754 83,467 370,938 694 384,713
____________ ___________ __________ __________ __________ __________ _________
Contributions (Note 1):
Participating Employees...... 6,160,174 4,291,180 797,046 583,781 325,926 162,241 -
Company...................... 3,647,503 3,647,503 - - - - -
____________ ___________ __________ __________ __________ __________ _________
Total Contributions.... 9,807,677 7,938,683 797,046 583,781 325,926 162,241 -
____________ ___________ __________ __________ __________ __________ _________
Fund Transfers - Net........... - - (96,594) 146,211 (88,386) 38,769 -
Loans - Net (Notes 1 and 2).... - 210,283 (12,836) (71,140) (29,583) 10,339 (107,063)
____________ ___________ __________ __________ __________ __________ _________
Total Additions........ 10,912,718 8,383,441 718,370 742,319 578,895 212,043 277,650
____________ ___________ __________ __________ __________ __________ _________
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Participant Withdrawals
(Notes 2 and 4)................ 3,566,519 3,018,170 259,870 160,545 116,345 11,589 -
Transfer to PacifiCorp K Plus
(Note 1)....................... 275,609 201,404 20,637 6,092 16,448 565 30,463
Administrative Expenses (Note 1) 56,843 - - 52,700 - 4,143 -
____________ ___________ __________ __________ __________ __________ _________
Total Deductions....... 3,898,971 3,219,574 280,507 219,337 132,793 16,297 30,463
____________ ___________ __________ __________ __________ __________ _________
NET INCREASE .................... 7,013,747 5,163,867 437,863 522,982 446,102 195,746 247,187
NET ASSETS AVAILABLE FOR
BENEFITS, JANUARY 1............. 104,806,113 80,354,739 8,542,642 5,775,296 5,026,723 353,424 4,753,289
____________ ___________ __________ __________ __________ __________ _________
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31........... $111,819,860 $85,518,606 $8,980,505 $6,298,278 $5,472,825 $ 549,170 $5,000,476
____________ ___________ __________ __________ __________ __________ _________
____________ ___________ __________ __________ __________ __________ _________
<FN>
See Notes to Financial Statements
</FN>
</TABLE>
<PAGE>8
<TABLE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
_______________________________________________________________________
TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
____________ ___________ __________ __________ __________ __________ __________
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment Income(Loss)(Notes 2 and 3):
Cash Dividends on common
stock of PacifiCorp......... $ 5,140,857 $ 4,642,087 $ 498,770 $ - $ - $ - $ -
Interest and Other Income.... 757,799 5,029 539 - 351,399 - 400,832
Net Appreciation(Depreciation)
in Fair Value of Investments (868,182) (1,511,850) (176,229) 785,457 - 34,440 -
____________ ___________ __________ __________ __________ __________ __________
Total Investment
Income............... 5,030,474 3,135,266 323,080 785,457 351,399 34,440 400,832
____________ ___________ __________ __________ __________ __________ __________
Contributions (Note 1):
Participating Employees...... 5,883,435 4,080,132 856,009 470,204 365,825 111,265 -
Company...................... 3,468,112 3,468,112 - - - - -
____________ ___________ __________ __________ __________ __________ __________
Total Contributions.... 9,351,547 7,548,244 856,009 470,204 365,825 111,265 -
____________ ___________ __________ __________ __________ __________ __________
Fund Transfers - Net........... - - (26,017) 49,173 (84,268) 61,112 -
Loans - Net (Notes 1 and 2).... - 477,898 (61,335) 12,125) (36,689) 1,989 (393,988)
____________ ___________ __________ __________ __________ __________ __________
Total Additions........ 14,382,021 11,161,408 1,091,737 1,316,959 596,267 208,806 6,844
____________ ___________ __________ __________ __________ __________ __________
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Participant Withdrawals
(Notes 2 and 4)............... 3,761,649 3,034,425 339,434 201,858 181,169 4,763 -
Transfer to PacifiCorp K Plus
Plan (Note 1)................. 540,402 373,044 62,052 64,006 20,945 - 20,355
Administrative Expenses (Note 1) 51,334 - - 48,694 - 2,640 -
____________ ___________ __________ __________ __________ __________ __________
Total Deductions....... 4,353,385 3,407,469 401,486 314,558 202,114 7,403 20,355
____________ ___________ __________ __________ __________ __________ __________
NET INCREASE (DECREASE).......... 10,028,636 7,753,939 690,251 1,002,401 394,153 201,403 (13,511)
NET ASSETS AVAILABLE FOR
BENEFITS, JANUARY 1............. 94,777,477 72,600,800 7,852,391 4,772,895 4,632,570 152,021 4,766,800
____________ ___________ __________ __________ __________ __________ __________
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31........... $104,806,113 $80,354,739 $8,542,642 $5,775,296 $5,026,723 $ 353,424 $4,753,289
____________ ___________ __________ __________ __________ __________ __________
____________ ___________ __________ __________ __________ __________ __________
<FN>
See Notes to Financial Statements
</FN>
</TABLE>
<PAGE>9
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
General
_______
The Utah Power & Light Company Employee Savings and Stock Purchase Plan
of PacifiCorp (the Plan) is a qualified defined contribution plan under
Section 401(k) of the Internal Revenue Code and is exempt from Federal income
taxes. The employee's tax liability is deferred until the employee receives
distributions from the Plan. This deferral applies to the income of the Plan,
the contributions of PacifiCorp (the Company) and the before-tax contributions
of the employee. The Plan complies with the requirements of the Employee
Retirement Income Security Act of 1974, as amended.
The Plan permits participants, at their election, to make supplemental,
tax-deferred contributions to one or more of the separate investment funds as
permitted by Section 401(k) of the Internal Revenue Code. Each participant's
annual combined tax-deferred contributions to the Plan may not exceed $9,240
for 1995 and 1994, as permitted by the Internal Revenue Service regulations.
The Plan also permits participants to borrow from their before-tax employee
contribution accounts and the Company matching portion of the participant's
before-tax accounts. The Plan Committee approves all loans and determines
related interest rates. Payroll deductions are required to repay the loans
which must be repaid within five years, except in the case of loans used to
acquire or construct a principal residence, which loans may be repaid over a
period not to exceed twenty years. Loans must be repaid in full at the time
of retirement or termination.
The Plan has received determination letters from the Internal Revenue
Service stating the Plan is a qualified employee benefit plan. The date of
the most recent of such letters is February 25, 1994.
The cost of administration of the Plan is paid by both the Plan and the
Company.
<PAGE>10
1. DESCRIPTION OF THE PLAN (Continued)
Eligibility
___________
All bargaining unit Company employees represented by IBEW Local 57 who
complete one year of service (defined as a 12-month period within which an
employee has completed not less than 1,000 hours of service) may participate
in the Plan. For employees who are transferred to IBEW Local 57, prior
service with PacifiCorp or any other PacifiCorp division, subsidiary, or
affiliate shall be included for determining eligibility for participation. As
of December 31, 1994 and 1993, there were 2,393 and 2,432 employees and 319
and 335 former employees participating in the Plan for a total of 2,712 and
2,767, respectively.
Non-bargaining unit employees and Utah Power bargaining unit employees
who transfer from IBEW Local 57 to other PacifiCorp bargaining units or non-
bargaining unit positions will have their accounts in the Plan transferred to
the PacifiCorp K Plus Employee Savings and Stock Ownership Plan (the
PacifiCorp K Plus Plan). During the year ended December 31, 1994 and 1993,
there were 14 and 21 employees, respectively, that were transferred to the
PacifiCorp K Plus Plan.
Fund Participation
__________________
The number of participants in each fund at December 31, 1994 was as
follows:
Basic Fund 2,712
Supplemental:
Fund I - Company Stock Fund 678
Fund II - Equity Investment Fund 528
Fund III - Fixed Income Investment Fund 378
Fund IV - Balanced Fund 183
Loan Fund 887
Employees may participate in one or more Supplemental funds in addition
to the Basic Fund.
Investment Policy
_________________
Under provisions of the Plan, the Basic Fund and Fund I are invested in
common stock of PacifiCorp, Fund II is invested in the Columbia Trust Company
Common Stock Investment Fund, Fund III is invested in guaranteed investment
contracts, Fund IV is invested in the Columbia Trust Company Balanced
Investment Fund, and the Loan Fund is invested in loans to participants.
<PAGE>11
1. DESCRIPTION OF THE PLAN (Continued)
Funding
_______
The source of funding for the basic portion of the Plan is employee
contributions from 1% to 6% of employees' regular earnings and the Company
matching contributions which are equal to 85% of employee contributions.
The source of funding for the supplemental portion of the Plan is
additional employee contributions from 1% to 10% of employees' regular
earnings.
The Company collects all employee contributions and transmits them,
together with the Company contributions, to the Trustee. All such
contributions and all other cash and stock received under the Plan by the
Trustee are held in the trust for the exclusive benefit of the Plan
participants.
Vesting
_______
All contributions and earnings vest immediately.
Termination Priorities
______________________
In the event the Plan is terminated, the trust is to continue until all
of the assets in the trust have been distributed to participants or their
beneficiaries in accordance with the terms of the Plan in effect at the time
of its termination. No part of the vested trust assets is to revert to or be
recovered by the Company or be used for, or diverted to, any purpose other
than for the exclusive benefit of participants and their beneficiaries.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
_____________________
The Plan financial statements are prepared in accordance with generally
accepted accounting principles. The accounting practices and policies are
consistent with those prescribed or permitted by the Department of Labor.
<PAGE>12
2. SUMMARY OF SIGNIFICANT ACOUNTING POLICIES (Continued)
Investments
___________
The investment in the Company's common stock (Basic and Fund I) is
stated at fair value based on published market quotations at year end.
Dividends from the common stock are accrued on the date the shares trade
without dividend rights.
The investment in Fund II is stated at fair value based on the number of
units of the Columbia Trust Company Common Stock Investment Fund held by the
Plan and the fair value of such units at year end. The unit value is adjusted
to reflect the value of dividends received on shares of stock held by the
fund.
The investment in Fund III is placed in guaranteed investment contracts
and is stated at cost which approximates fair value.
The investment in Fund IV is comprised of common stocks, bonds, and
money market investments, and is stated at fair value based on the number of
units of the Columbia Trust Company Balanced Investment Fund held by the Plan
and the fair value of such units at year end. The unit value is adjusted to
reflect the value of dividends received on shares of stock held by the fund.
The investment in loans to participants (Loan Fund) is stated at the
uncollected principal balances of the loans which approximates fair value.
The temporary investment is carried at cost which approximates fair
value.
Changes in fair value of investments during each year are shown as net
appreciation or depreciation in fair value of investments in the statements of
changes in net assets available for benefits. Investment transactions are
recorded on a trade date basis.
<PAGE>13
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Plan Withdrawals
________________
Participants' withdrawals from Basic and Fund I are distributed in
shares of the Company's common stock and are stated at the carrying value of
the stock which approximates the fair value as of the most recent quarter end.
Generally accepted accounting principles provide that liabilities for
amounts payable to participants who have elected to withdraw from the Plan
should not be recorded until paid. Accordingly, the liability due to
participating employees who have elected to withdraw are not accrued (see
Note 4).
Participants' Accounts
______________________
Investments in the Company's common stock were allocated to
participants' accounts based upon original cost. Net appreciation
(depreciation) in fair value of all funds is allocated to participants'
accounts quarterly.
<PAGE>14
3. INVESTMENTS
Information with respect to the Plan's investments at December 31, 1994
and 1993 are as follows:
<TABLE>
<CAPTION>
Number of Fair
Investments Shares/Units Value
___________ ____________ ______
<S> <C> <C>
1994
____
PacifiCorp common stock 5,212,391 $ 94,474,585
____________
Other:
Columbia Trust Company
Common Stock Investment
Fund 735,132 6,309,953
Provident Life Insurance
Company Guaranteed
Investment Contract 1,554,068 1,554,067
Allstate Life Insurance
Company Guaranteed
Investment Contract 1,788,558 1,788,558
Metropolitan Insurance
Company Guaranteed
Investment Contract 1,542,572 1,542,572
U. S. Trust Company
Guaranteed Investment
Contract 583,273 583,273
Columbia Trust Company
Balanced Investment Fund 85,106 550,031
Loans to participants and
related interest, fixed
interest rates at prime
plus 1% ranging from 7.0%
to 12.5% with maturity
dates up to 20 years,
collateralized by participants'
account balances 5,000,476 5,000,476
____________
Total Other 17,328,930
____________
TOTAL $111,803,515
____________
____________
</TABLE>
<PAGE>15
3. INVESTMENTS (Continued)
<TABLE>
<CAPTION>
Number of Fair
Investments Shares/Units Value
___________ ____________ ______
<S> <C> <C>
1993
____
PacifiCorp common stock 4,616,812 $ 88,873,631
____________
Other:
Columbia Trust Company
Common Stock Investment
Fund 683,808 5,787,341
Provident Life Insurance
Company Guaranteed
Investment Contract 1,509,353 1,509,353
Allstate Life
Insurance Company
Guaranteed Investment
Contract 1,687,639 1,687,639
Metropolitan Insurance
Company Guaranteed
Investment Contract 1,484,033 1,484,033
First Interstate Bank
of Utah, N.A.
Temporary Investment
Fund, Class B,
No. 2 Account (9194) 345,231 345,231
Columbia Trust Company
Balanced Investment Fund 54,877 354,191
Loans to participants and
related interest, fixed
interest rates at prime
plus 1% ranging from 7.0%
to 12.5% with maturity
dates up to 20 years,
collateralized by participants'
account balances 4,753,289 4,753,289
____________
Total Other 15,921,077
____________
TOTAL $104,794,708
____________
____________
</TABLE>
<PAGE>16
3. INVESTMENTS (Continued)
During the year ended December 31, 1994 and 1993, the Plan's investments
(including investments bought, sold, and held during the year) appreciated
(depreciated) in value as follows:
<TABLE>
<CAPTION>
1994 1993
____ ____
Investments
___________
<S> <C> <C>
PacifiCorp common stock $(4,958,279) $(1,688,079)
Columbia Trust Company:
Common Stock Investment Fund 83,467 785,457
Balanced Investment Fund 694 34,440
___________ ____________
Net appreciation (depreciation)
in fair value $(4,874,118) $ (868,182)
___________ ____________
___________ ____________
</TABLE>
4. WITHDRAWALS
In accordance with generally accepted accounting principles, the liability due
to participating employees who have elected to withdraw from the Plan was not
accrued on the Plan's statement of net assets available for benefits at
December 31, 1994 and 1993. Participant withdrawals included in the 1994 and
1993 financial statements differ from total participant withdrawals shown on
the Form 5500 for 1994 and 1993 reported to the Department of Labor as
follows:
<TABLE>
<CAPTION>
Total Basic Fund I Fund II Fund III Fund IV
_____ _____ ______ _______ ________ _______
1994
____
<S> <C> <C> <C> <C> <C> <C>
Participants withdrawals
shown on the 1994 statement
of changes in net assets
available for benefits $3,566,519 $3,018,170 $259,870 $160,545 $116,345 $11,589
Less: Liability due to
participating employees
at December 31, 1993 (1,020,172) (812,866) (80,311) (78,350) (48,645) -
Liability due to partici-
pating employees at
December 31, 1994 258,359 214,891 18,514 3,446 21,508 -
__________ __________ ________ ________ ________ _______
Total participant withdrawals
shown on the Form 5500 $2,804,706 $2,420,195 $198,073 $ 85,640 $ 89,209 $11,589
__________ __________ ________ ________ ________ _______
__________ __________ ________ ________ ________ _______
<CAPTION>
Total Basic Fund I Fund II Fund III Fund IV
_____ _____ ______ _______ ________ _______
1993
____
<S> <C> <C> <C> <C> <C> <C>
Participants withdrawals
shown on the 1993 statement
of changes in net assets
available for benefits $3,761,649 $3,034,425 $339,434 $201,858 $181,169 $4,763
Liability due to partici-
pating employees at
December 31, 1993 1,020,172 812,866 80,311 78,350 48,645 -
__________ __________ ________ ________ ________ ______
Total participant withdrawals
shown on the Form 5500 $4,781,821 $3,847,291 $419,745 $280,208 $229,814 $4,763
__________ __________ ________ ________ ________ ______
__________ __________ ________ ________ ________ ______
</TABLE>
<PAGE>17
<TABLE>
UTAH POWER & LIGHT
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
SUPPLEMENTAL SCHEDULE
ITEM 30A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<CAPTION>
Number of Historical Current
Units/ Cost of Value
Description Shares Asset of Asset
___________ __________ __________ ________
<S> <C> <C> <C>
PacifiCorp (Party in interest)
common stock 5,212,391 $ 94,003,649 $ 94,474,585
____________ ____________
Other:
Columbia Trust Company Common
Stock Investment Fund 735,132 3,366,823 6,309,953
Provident Life Insurance Company
Guaranteed Investment Contract 1,554,068 1,554,068 1,554,067
Allstate Life Insurance Company
Guaranteed Investment Contract 1,788,558 1,788,558 1,788,558
Metropolitan Insurance Company
Guaranteed Investment Contract 1,542,572 1,542,572 1,542,572
U. S. Trust Company
Guaranteed Investment
Contract 583,273 583,273 583,273
Columbia Trust Company
Balanced Investment Fund 85,106 506,669 550,031
Loans to participants and
related interest, fixed
interest rates at prime plus
1% ranging from 7.0% to 12.5%
with maturity dates up to 20
years, collateralized by
participants' account balances 5,000,476 5,000,476 5,000,476
____________ ____________
Total Other 14,342,439 17,328,930
____________ ____________
TOTAL $108,346,088 $111,803,515
____________ ____________
____________ ____________
</TABLE>
<PAGE>18
<TABLE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
SUPPLEMENTAL SCHEDULE
ITEM 30D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
SERIES REPORTABLE TRANSACTIONS
______________________________
Expenses Current
Number Number Incurred Value of
of of with Asset on Gain
Asset Trans- Units/ Purchase Selling Trans- Cost of Sales or or
Description actions Shares Price Price actions Asset Transfer Date (Loss)
___________ _______ ______ ________ _______ _______ ______ _____________ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PacifiCorp (Party in
interest) common stock:
Purchases 86 893,871 $15,686,885 N/A N/A N/A N/A N/A
Distributions to
participants 28 160,993 N/A $2,840,310 N/A $2,840,310 $2,840,310 NONE
SINGLE REPORTABLE TRANSACTION
_____________________________
None
</TABLE>
<PAGE>19
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
________
1934, the Employee Savings and Stock Purchase Plan Committee, which
administers the Plan, has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
(REGISTRANT) UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
BY (SIGNATURE) /s/ H. Arnold Wagner
(NAME AND TITLE) H. ARNOLD WAGNER
Plan Committee Member
DATE April 14, 1995
<PAGE>
EXHIBIT (99)d
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
FORM 11-K
____________________
/X/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of
_
1934
For the Fiscal Year Ended December 31, 1994
OR
/_/ Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from ________ to ________
Commission file number 1-5152
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
PACIFICORP
K PLUS EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PACIFICORP
700 N.E. Multnomah
Suite 1600
Portland, Oregon 97232
PACIFIC TELECOM, INC.
805 Broadway
Vancouver, Washington 98668
<PAGE>
Table of Contents
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS
ENDED DECEMBER 31, 1994 AND 1993:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED
DECEMBER 31, 1994:
Item 27a - Assets Held for Investment Purposes 9-19
<PAGE>1
Deloitte &
Touche LLP
3900 US Bancorp Tower Telephone (503) 222-1341
111 SW Fifth Avenue Facsimile: (503) 224-2172
Portland, Oregon 97204-3698
INDEPENDENT AUDITORS' REPORT
PacifiCorp K Plus Employee Savings Plan:
We have audited the accompanying financial statements of the PacifiCorp K Plus
Employee Savings Plan as of December 31, 1994 and 1993 and for the years then
ended, as listed in the Table of Contents. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1994 and 1993, and the changes in its net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule, listed in
the Table of Contents, is presented for the purpose of additional analysis and
is not a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's
management. Such supplemental schedule has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
April 26, 1995
<PAGE>2
<TABLE>
PacifiCorp
K Plus Employee Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1994 and 1993
<CAPTION>
1994 1993
<S> <C> <C>
ASSETS:
Investments (stated at fair value):
Common Stock:
PacifiCorp $ 62,479,086 $ 52,020,180
Pacific Telecom, Inc. 9,446,460 6,272,838
Other 86,943,703 78,838,757
United States government obligations 9,697,843 5,937,090
Corporate bonds 13,814,261 14,131,544
Guaranteed investment contracts 77,944,936 78,256,407
Temporary cash investments 7,848,991 7,715,296
Participant loans 9,203,094 8,586,434
___________ ___________
Total investments 277,378,374 251,758,546
___________ ___________
Receivables:
Due from brokers 126,361 312,030
Dividends 103,723 74,252
Interest 268,262 178,856
Participant contributions 818,097 1,984,733
Pending interfund transfers - (18,365)
___________ ___________
Total receivables 1,316,443 2,531,506
___________ ___________
Total assets 278,694,817 254,290,052
LIABILITIES:
Due to brokers 951,956 1,009,005
Due to fund managers 53,092 47,198
Forfeitures - 202
___________ ___________
Total liabilities 1,005,048 1,056,405
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS $277,689,769 $253,233,647
___________ ___________
___________ ___________
<FN>
See notes to financial statements.
</FN>
</TABLE>
<PAGE>3
<TABLE>
PacifiCorp
K Plus Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
December 31, 1994 and 1993
<CAPTION>
1994 1993
<S> <C> <C>
INCREASES TO NET ASSETS ATTRIBUTED TO:
Investment income:
Dividends $ 4,879,216 $ 4,509,801
Net appreciation (depreciation) in
fair value of investments (Note 4) (4,290,502) 6,312,164
Interest and other income 7,253,002 7,349,549
___________ ___________
Total investment income 7,841,716 18,171,514
Participant contributions (Note 3) 29,599,662 29,173,133
Deposits from prior trustees 73,440 400,982
Transfers in and other receipts 398,764 395,302
___________ ___________
Total increases 37,913,582 48,140,931
___________ ___________
DECREASES TO NET ASSETS ATTRIBUTED TO:
Participant withdrawals 12,837,486 33,186,706
Administrative expenses 619,974 606,883
___________ ___________
Total decreases 13,457,460 33,793,589
___________ ___________
NET INCREASE 24,456,122 14,347,342
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 253,233,647 238,886,305
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS
END OF YEAR $277,689,769 $253,233,647
___________ ___________
___________ ___________
<FN>
See notes to financial statements.
</FN>
</TABLE>
<PAGE>4
PacifiCorp
K Plus Employee Savings Plan
Notes to Financial Statements
Years Ended December 31, 1994 and 1993
1. PLAN DESCRIPTION
The following brief description of the PacifiCorp K Plus Employee Savings
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan document for more complete
information.
GENERAL - Effective January 1, 1988, PacifiCorp (the "Company") and most
of its subsidiaries ("Employers") adopted the Plan. The Plan is a
tax-qualified employee savings plan covering all eligible employees of
the Employers. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
On February 18, 1993, the Company announced an agreement to sell, by
means of a merger, its 82%-owned mining and resource development
business, NERCO, Inc. ("NERCO"), to Kennecott Corporation for cash
consideration of $12 per NERCO share. On June 2, 1993, the Company
completed the sale. The NERCO Stock Fund was eliminated from the Plan at
the time of the merger, and participant account balances in the NERCO
Stock Fund were converted to cash at $12 per NERCO share. The resulting
cash balances were then transferred to the Stable Asset Fund, from which
amounts related to terminated NERCO employees were distributed as
appropriate.
ELIGIBILITY - Qualified employees of the Employers (excluding certain
casual employees, and employees covered by a collective bargaining
agreement that does not provide for participation in the Plan) become
eligible to participate after completing one month of service as defined
in the Plan.
PARTICIPANT CONTRIBUTIONS - Eligible employees may elect to have a
portion of their compensation contributed to the Plan ("Pre-Tax
Contributions"). Different percentages can apply to separate Employers,
but in no event will the percentage be more than 16% of compensation.
Each Employer makes a matching contribution each year for each of its
employees participating in Pre-Tax Contributions ("Matching
Contribution"). The Matching Contribution is a percentage of the
participant's Pre-Tax Contribution for the year, up to 6% of the
participant's compensation for the year. The Matching Contribution is
50% or a percentage fixed in the Employer's adoption statement or by
resolution of the Board of Directors of the Employer and announced to
participants, or pursuant to a collective bargaining agreement. Other
than for employees covered by certain collective bargaining agreements,
the Matching Contribution is made to the PacifiCorp K Plus Employee Stock
Ownership Plan.
VESTING - Pre-Tax Contributions are fully vested at all times.
PARTICIPANT ACCOUNTS - Each participant account is credited with Pre-Tax
Contributions and an allocation of the Plan's earnings. Contributions
are credited based on the participant's election and earnings are
allocated based on participant account balances.
<PAGE>5
DISTRIBUTIONS AND WITHDRAWALS - Benefits are payable at retirement or
other termination in a lump sum or through installments. Pre-tax
Contributions may be withdrawn due to financial hardship, subject to
approval.
TERMINATION - The Company may wholly or partially terminate the Plan or
direct the discontinuance of contributions at any time.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION - The investments in PacifiCorp and Pacific Telecom,
Inc. common stock are stated at fair value based on published market
quotations at year end. The per share market values at December 31, 1994
and 1993 were:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
PacifiCorp common stock $18.125 $19.250
Pacific Telecom, Inc. common stock 30.000 26.000
</TABLE>
Investments in other common stock, U.S. government obligations, and
corporate bonds are stated at fair value based on quoted market prices.
The Wells Fargo U.S. Debt Index Fund, classified as part of corporate
bonds, is stated at fair value based on the number of units held. The
unit value is adjusted to reflect interest on fixed income securities
which is accrued semi-monthly. The guaranteed investment contracts are
stated at cost plus interest reinvested in the fund, except the Capital
Guaranteed Investment Contract Fund which is stated at fair value based
on quoted market prices.
INVESTMENT TRANSACTIONS AND INVESTMENT INCOME - Investment transactions
are accounted for on the date the investments are purchased or sold
(trade date). Interest income is recorded as earned. Dividend income is
recorded on the ex-dividend date. Changes in fair value of investments
during the year are shown as net appreciation or depreciation in fair
value of investments.
FEDERAL INCOME TAXES - The Plan is a tax-qualified retirement plan in
accordance with Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and related provisions. The Plan includes elective
contribution provisions designed to qualify under Code Section 401(k) and
related provisions. The Company has received a determination letter in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the Code.
The Plan has been amended since receiving the determination letter.
However, the plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable
requirements of the Code. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
BENEFITS PAYABLE - As of December 31, 1994 and 1993, net assets available
for benefits included benefits of $1,390,153 and $2,014,112,
respectively, due to participants who have withdrawn from participation
in the Plan.
ADMINISTRATIVE EXPENSES - The Plan provides that participating employers
may pay administrative costs and expenses of the Plan; those costs not
paid by participating employers are paid from Plan assets.
LOANS TO PARTICIPANTS - Amounts borrowed by participants are recorded as
participant loans and increase the balance of the Participant Loans Fund.
<PAGE>6
3. INVESTMENT PROGRAMS AND FUND INFORMATION
Plan assets are held by the Trustee in investment funds as follows:
A. The Equity Fund, which consists primarily of equity investments and
cash equivalents.
B. The Balanced Fund, which consists primarily of equity investments
and fixed income and debt instruments.
C. The Bond Fund, which consists primarily of units of the Wells Fargo
U.S. Debt Index Fund.
D. The Stable Asset Fund, which consists primarily of guaranteed
investment contracts.
E. The PacifiCorp Stock Fund, which consists primarily of common stock
of PacifiCorp.
F. The Pacific Telecom Stock Fund, which consists primarily of common
stock of Pacific Telecom, Inc.
G. The Participant Loans Fund, which consists of promissory notes
resulting from loans to participants. Each participant's interest
in this fund is accounted for separately.
Participant contributions, participant withdrawals/loan disbursements,
and investment income by fund are as follows for the years ended
December 31, 1994 and 1993:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Participant contributions:
Equity Fund $ 9,735,493 $ 8,803,873
Balanced Fund 4,855,355 4,213,158
Bond Fund 1,169,213 1,171,820
Stable Asset Fund 5,637,205 6,797,893
PacifiCorp Stock Fund 7,168,676 7,101,660
Pacific Telecom Stock Fund 1,033,720 940,097
NERCO Stock Fund - 144,632
__________ __________
Total $29,599,662 $29,173,133
__________ __________
__________ __________
Participant withdrawals/loan disbursements:
Equity Fund $ 2,711,717 $ 7,114,238
Balanced Fund 1,835,819 6,622,822
Bond Fund 546,910 2,063,310
Stable Asset Fund 7,997,274 14,444,113
PacifiCorp Stock Fund 3,273,700 5,032,852
Pacific Telecom Stock Fund 291,155 1,079,609
NERCO Stock Fund - 200,906
Participant Loans Fund (3,819,089) (3,371,144)
__________ __________
Total $12,837,486 $33,186,706
__________ __________
__________ __________
</TABLE>
<PAGE>7
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Investment income (loss):
Equity Fund $ (684,872) $ 4,402,696
Balanced Fund 706,076 4,227,208
Bond Fund (219,251) 850,133
Stable Asset Fund 5,396,482 5,811,577
PacifiCorp Stock Fund 907,942 2,190,079
Pacific Telecom Stock Fund 1,732,847 715,649
NERCO Stock Fund - (26,814)
Participant Loans Fund 2,492 986
__________ __________
Total $ 7,841,716 $18,171,514
__________ __________
__________ __________
</TABLE>
4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
For the years ended December 31, 1994 and 1993, the Plan's investments
appreciated (depreciated) in fair value as follows:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
PacifiCorp common stock $(2,377,612) $ (878,646)
NERCO, Inc. common stock - (30,637)
Pacific Telecom, Inc. common stock 1,360,080 382,905
Other common stock and corporate bonds (3,142,552) 6,038,492
United States government obligations (525,180) 365,462
Guaranteed investment contracts 394,762 434,588
__________ __________
Total $(4,290,502) $6,312,164
__________ __________
__________ __________
</TABLE>
5. RELATED-PARTY TRANSACTIONS
Purchases of employer-related stock during the years ended December 31,
1994 and 1993 were as follows:
<TABLE>
<CAPTION>
PacifiCorp Pacific Telecom
_______________________ ________________________
Number Number
of Shares Cost of Shares Cost
<S> <C> <C> <C> <C>
Balance, December 31, 1992 2,344,828 $45,294,750 239,466 $5,850,711
Purchases 484,501 9,041,445 32,870 796,161
Sales (1,118) (21,465) (90) (2,191)
Distributed to participants (120,864) (2,431,088) (30,983) (770,873)
_________ __________ _______ _________
Balance, December 31, 1993 2,707,347 51,883,642 241,263 5,873,808
Purchases 883,905 15,336,260 80,849 1,989,010
Sales (75,630) (1,431,880) (4,415) (107,108)
Distributed to participants (68,500) (1,199,085) (2,815) (74,741)
_________ __________ _______ _________
Balance, December 31, 1994 3,447,122 $64,588,937 314,882 $7,680,969
_________ __________ _______ _________
_________ __________ _______ _________
</TABLE>
<PAGE>8
6. INVESTMENTS EXCEEDING 5% OF NET ASSETS AVAILABLE FOR BENEFITS
Investments which exceeded 5% of net assets available for benefits as of
December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
PacifiCorp Common Stock $62,479,086 $52,020,180
Wells Fargo Bank Equity Index Fund 18,018,740 14,371,638
</TABLE>
7. SUBSEQUENT EVENT
On March 9, 1995, Pacific Telecom, Inc. entered into an agreement and
plan of merger with PacifiCorp Holdings, Inc. ("Holdings"), a wholly
owned subsidiary of PacifiCorp, pursuant to which Holdings will acquire
the outstanding shares of Pacific Telecom, Inc. not owned by Holdings for
$30 per share in cash. Holdings presently owns approximately 87% of the
outstanding shares of Pacific Telecom, Inc.
* * * * * *
<PAGE>9
<TABLE>
PacifiCorp K Plus
Employee Savings Plan
Item 27a - Assets Held for Investment Purposes
December 31, 1994
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
COMMON STOCK
PacifiCorp Common Stock 3,447,122 $ 64,588,937 $ 62,479,086
___________ ___________
___________ ___________
Pacific Telecom Common Stock 314,882 $ 7,680,969 $ 9,446,460
___________ ___________
___________ ___________
Other Common Stock
Aerospace - Defense
General Motors Corporation 25,000 893,778 871,875
Loral Corporation 27,000 951,954 1,022,625
McDonnell Douglas Corporation 7,000 809,812 994,000
Rockwell International Corporation 29,000 1,033,200 1,036,750
United Technologies Corporation 18,000 1,211,379 1,131,750
__________ __________
Total Aerospace - Defense 4,900,123 5,057,000
__________ __________
Automobiles, Auto Parts
Chrysler Corporation 24,000 1,061,438 1,176,000
Federal-Mogul Corporation 50,000 1,565,145 1,006,250
General Motors Corporation 37,900 1,777,155 1,596,537
__________ __________
Total Automobiles, Auto Parts 4,403,738 3,778,787
__________ __________
Banking and Finance
Chemical Banking Corporation 10,500 428,834 376,688
Citicorp 47,000 1,840,888 1,944,625
Crown American Realty 14,500 250,125 195,750
Dean Witter Discover & Company 5,142 190,742 174,185
Federal National Mortgage Association 17,000 559,762 1,238,875
First Interstate Bancorp 2,600 101,281 175,825
Household International Inc. 7,000 254,142 259,875
Mellon Bank Corporation 8,250 250,557 252,656
Merrill Lynch & Company Inc. 30,000 1,110,875 1,072,500
Nationsbank Corporation 22,000 1,045,888 992,750
Shawmut National Corporation 9,200 185,868 150,650
Travelers Inc. 16,700 670,268 540,662
Vesta Insurance Group Inc. 7,700 192,500 219,450
Wells Fargo & Company 6,500 644,882 942,500
__________ __________
Total Banking and Finance 7,726,612 8,536,991
__________ __________
</TABLE>
<PAGE>10
<TABLE>
PacifiCorp K Plus
December 31, 1994
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Other Common Stock (continued)
Beverages
Pepsico Inc. 43,800 $ 1,475,011 $ 1,587,750
__________ __________
Chemical and Synthetic Fibers
Cooper Tire & Rubber Company 9,300 214,345 219,713
DuPont E I DeNemours & Company 7,900 438,019 443,387
Goodyear Tire and Rubber Company 29,500 976,976 991,938
Hercules Inc. 12,100 921,996 1,396,037
Monsanto Company 22,000 1,745,708 1,551,000
__________ __________
Total Chemical and Synthetic Fibers 4,297,044 4,602,075
__________ __________
Electrical-Electronics
Intel Corporation 30,100 1,793,053 1,922,637
International Business Machines 6,800 372,189 499,800
Micron Technology Inc. 6,900 244,760 304,463
Novell Inc. 16,400 336,260 280,850
Sun Microsystems Inc. 10,000 277,191 355,000
Xerox Corporation 17,300 1,544,299 1,712,700
__________ __________
Total Electrical-Electronics 4,567,752 5,075,450
__________ __________
Food, Soap and Tobacco
CPC International Inc. 4,600 213,601 244,950
Colgate-Palmolive Company 4,100 211,849 259,837
Gillette Company 16,000 661,668 1,198,000
McDonalds Corporation 44,000 702,574 1,287,000
Philip Morris Companies Inc. 24,000 1,264,823 1,380,000
Procter & Gamble Company 20,000 1,133,928 1,240,000
UST Inc. 25,000 685,875 696,875
__________ __________
Total Food, Soap and Tobacco 4,874,318 6,306,662
__________ __________
Health Care and Cosmetics
Abbott Laboratories 45,000 1,346,982 1,468,125
Bausch & Lomb Inc. 8,000 304,706 271,000
Columbia/HCA Healthcare Corporation 47,505 1,407,307 1,733,933
Foundation Health Corporation 27,000 967,804 837,000
Schering Plough Corporation 3,000 185,792 222,000
__________ __________
Total Health Care and Cosmetics 4,212,591 4,532,058
__________ __________
</TABLE>
<PAGE>11
<TABLE>
PacifiCorp K Plus
December 31, 1994
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Other Common Stock (continued)
Insurance
American International Group Inc. 12,000 $ 703,107 $ 1,176,000
MBIA Inc. 30,000 1,627,590 1,683,750
__________ __________
Total Insurance 2,330,697 2,859,750
__________ __________
Leisure and Entertainment
Brinker International Inc. 10,500 180,642 190,313
Capital Cities ABC Inc. 5,600 307,828 477,400
Carnival Corporation 10,200 216,101 216,750
Marriott International Inc. 35,000 1,016,823 984,375
Mattel Inc. 45,000 552,875 1,130,625
Tele Communications Inc. 14,800 278,287 321,900
__________ __________
Total Leisure and Entertainment 2,552,556 3,321,363
__________ __________
Machinery-Equipment
Varity Corporation 35,000 1,290,231 1,268,750
__________ __________
Metals-Mining
USX US Steel Group Inc. 12,900 454,505 457,950
__________ __________
Oil and Gas
Amoco Corporation 8,800 486,037 520,300
Kerr McGee Corporation 6,200 258,893 286,750
Noble Affiliates Inc. 8,600 247,164 212,850
Tosco Corporation 20,000 620,616 582,500
Unocal Corporation 7,100 209,842 193,475
__________ __________
Total Oil and Gas 1,822,552 1,795,875
__________ __________
</TABLE>
<PAGE>12
<TABLE>
PacifiCorp K Plus
December 31, 1994
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Other Common Stock (continued)
Paper and Forest Products
Champion International Corporation 6,200 $ 186,009 $ 226,300
Georgia Pacific Corporation 6,900 496,542 493,350
Scott Paper Company 7,000 299,286 483,875
Willamette Industries Inc. 5,200 255,704 247,000
__________ __________
Total Paper and Forest Products 1,237,541 1,450,525
__________ __________
Photographic and Related
Eastman Kodak Company 7,100 265,752 339,025
__________ __________
Printing and Publishing
Times Mirror Company 33,000 988,614 1,035,375
__________ __________
Retail Trade
Circuit City Stores Inc. 7,200 146,350 160,200
GAP Inc. 10,300 345,551 314,150
Limited Inc. 16,500 358,717 299,062
J C Penney Company 8,900 382,918 397,163
Price/Costco Inc. 80,000 1,270,948 1,030,000
Rite Aid Corporation 50,000 945,805 1,168,750
Sears Roebuck & Company 11,800 498,655 542,800
__________ __________
Total Retail Trade 3,948,944 3,912,125
__________ __________
Textiles and Apparel
Reebok International Ltd. 6,100 202,062 240,950
V F Corporation 5,400 250,146 262,575
__________ __________
Total Textiles and Apparel 452,208 503,525
__________ __________
Transportation - Air
AMR Corporation Delaware 4,300 272,003 228,975
__________ __________
Transportation Excluding Air
Conrail Inc. 20,000 1,036,489 1,010,000
Southern Pacific Rail Corporation 45,000 912,198 815,625
__________ __________
Total Transportation Excluding Air 1,948,687 1,825,625
__________ __________
</TABLE>
<PAGE>13
<TABLE>
PacifiCorp K Plus
December 31, 1994
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Other Common Stock (continued)
Utilities
AT&T Corporation 9,700 $ 494,040 $ 487,425
Houston Industries Inc. 7,700 266,900 274,313
MCI Communications Corporation 50,000 1,236,862 918,750
US WEST Inc. 15,100 614,435 537,938
__________ __________
Total Utilities 2,612,237 2,218,426
__________ __________
Conglomerates - Miscellaneous
Airtouch Communications Inc. 11,400 267,900 332,025
Allied Signal Inc. 11,400 219,939 387,600
First USA Inc. 31,000 1,062,315 1,019,125
ITT Corporation 5,600 397,411 496,300
Philips Electronics NV 10,800 226,087 317,250
Rayonier Inc. 35,000 1,009,575 1,067,500
__________ __________
Total Conglomerates - Miscellaneous 3,183,227 3,619,800
__________ __________
Special Investments Funds
Bay Apt Communities Inc. 10,000 200,000 201,250
Camden Property Trust 8,000 192,939 199,000
Liberty Property Trust 10,900 219,214 213,913
__________ __________
Total Special Investments Funds 612,153 614,163
__________ __________
Wells Fargo Equity Index Fund 172,712 17,687,920 18,018,740
__________ __________
International Stock
Fiat SPA 21,300 220,506 247,612
Inco Ltd. 9,500 243,318 271,938
Nokia Corporation 6,000 314,445 450,000
Royal Dutch Petroleum Company 13,200 1,056,052 1,422,300
Southern Electric Plc 13,100 337,575 330,788
Tele Danmark A/S 7,000 171,500 178,500
Telefonos De Mexico SA 22,000 896,641 902,000
__________ __________
Total International 3,240,037 3,803,138
__________ __________
RJR Nabisco Holdings Corporation 32,300 209,950 193,800
__________ __________
Total Other Common Stock 81,567,003 86,943,703
__________ __________
__________ __________
</TABLE>
<PAGE>14
<TABLE>
PacifiCorp K Plus
December 31, 1994
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
U.S. GOVERNMENT OBLIGATIONS
United States of America Treasury 1,455,000 $ 1,417,504 $ 1,379,980
Notes
5.625% due 08-31-1997
United States of America Treasury 1,600,000 1,552,500 1,551,744
Notes
4.625% due 02-15-1996
United States of America Treasury 2,875,000 2,733,711 2,649,485
Notes
5.125% due 04-30-1998
United States of America Treasury 3,815,000 3,589,843 3,464,478
Notes
5.125% due 12-31-1998
Federal National Mtg Assn GTD 300,000 311,438 274,311
7.5% due 11-25-2020
Federal National Mtg Assn GTD 346,633 335,476 318,036
6% due 05-01-2001
Government Trust Certificate 59,397 58,965 59,809
8.875% due 05-15-1995 __________ __________
Total U.S. Government Bonds 9,999,437 9,697,843
and Obligations __________ __________
__________ __________
</TABLE>
<PAGE>15
<TABLE>
PacifiCorp K Plus
December 31, 1994
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Corporate Bonds
Bridgestone Firestone Master Trust 500,000 $ 497,734 $ 495,410
6.25% due 12-01-1999
CMC Securities Corporation III 100,000 102,313 97,437
6.4% due 02-25-2024
CTS Home Equity Loan Trust 160,867 162,051 160,515
8.8% due 01-15-2006
Countrywide Mortgage Bkd Securities 275,000 282,090 267,866
6.5% due 02-25-2024
Chase Mortgage Finance Corporation 425,000 434,629 408,263
7% due 06-25-2024
DR Structured Financial Corporation 195,991 187,765 173,569
6.66% due 08-15-2010
Dean Witter Discover & Company 300,000 307,197 280,113
6% due 03-01-1998
Fiscal Home Equity Loan Trust 9,342 9,302 9,348
8.9% due 11-15-1997
Green Tree Financial Corporation 215,634 215,432 209,299
6.45% due 05-15-2019
Housing Securities Inc. 145,933 137,063 137,062
6.5% due 07-25-2009
Merrill Lynch Mortgage Invs Inc. 133,320 135,820 135,820
8.718% due 04-25-2023
Olympic Automobile Receivable Trust 275,000 274,334 267,784
6.85% due 06-15-2001
Pacific College Mortgage Trust 127,200 119,170 121,594
7.75% due 05-01-2017
Prudential Home Mortgage Securities 197,197 197,999 194,301
7.5% due 12-25-2021
Residential Funding Mortgage 243,247 224,054 224,053
Securities
6.5% due 06-25-2009
</TABLE>
<PAGE>16
<TABLE>
PacifiCorp K Plus
December 31, 1994
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Corporate Bonds (continued)
Resolution Trust Corporation 292,685 292,099 292,685
7.75% due 12-25-2018
Resolution Trust Corporation 232,207 222,879 232,207
7.159% due 10-25-2021
Resolution Trust Corporation 300,956 301,050 300,023
8.8% due 08-25-2023
Resolution Trust Corporation 252,624 241,966 240,523
7.17305% due 12-25-2029
SPNB Home Equity Loan 37,575 37,469 37,563
7.85% due 05-15-1998
Thomson McKinnon Mortgage Assets 298,705 289,015 279,382
8% due 03-20-2019
US Department Veterans Affairs 360,000 341,269 334,573
5.75% due 06-15-2007
US Home Equity Loan 71,186 71,008 71,074
8.5% due 04-15-2021
Wells Fargo Bank U.S. Debt Index Fund 458,628 8,812,514 8,447,471
Southern California Edison Company 250,000 245,773 238,782
5.9% due 01-15-1997
International Bonds
Italy Republic Debentures 200,000 197,450 157,544
6.875% due 09-27-2023 __________ __________
Total Corporate Bonds 14,339,445 13,814,261
__________ __________
__________ __________
</TABLE>
<PAGE>17
<TABLE>
PacifiCorp K Plus
December 31, 1994
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Guaranteed Investment Contracts
Capital Guaranteed Investment Contract Fund $ 3,664,710 $ 6,889,093
Manufacturers Life, 8.8% due 1/17/95 763,427 763,427
Lincoln National Life, 6.89% due 2/28/97 1,829,315 1,829,315
Safeco Life, 6.48% due 2/17/95 1,203,744 1,203,744
Confederation Life, due 1/31/97 1,207,801 1,207,801
Sun Life, 8.83% due 3/31/96 2,821,245 2,821,245
Lincoln National Life, 8.77% due 3/31/96 2,675,414 2,675,414
Nationwide Insurance, 7.2% due 5/29/97 1,796,179 1,796,179
Confederation Life, due 8/31/99 1,059,731 1,059,731
Allstate, 8.71% due 6/17/96 1,391,834 1,391,834
Protective Life, 8.70% due 3/16/95 and 5/16/96 2,637,725 2,637,725
Transamerica, 8.63% due 7/16/95 and 2/16/96 1,387,469 1,387,469
Safeco Life, 7.26% maturity 3/3/97 596,609 596,609
Safeco Life, 7.29% maturity 4/3/97 597,030 597,030
Safeco Life, 6.34% due 8/9/95 873,483 873,483
Safeco Life, 6.34% due 6/9/95 873,483 873,483
Safeco Life, 6.6% due 7/1/97 1,399,918 1,399,918
Sun Life, 6.78% maturity 7/31/97 1,170,933 1,170,933
Travelers Life, 8.9% due 7/31/96 3,174,853 3,174,853
Protective Life, 6.29% due 8/27/97 2,304,133 2,304,133
Nationwide Insurance, 5.85% due 9/30/97 1,133,941 1,133,941
Nationwide Insurance, 6.75% due 10/22/97 1,153,921 1,153,921
Allstate, 7% due 10/13/97 1,155,561 1,155,561
Prudential Life, 7.04% maturity 12/30/97 2,877,232 2,877,232
Life of Virginia, 6.56% due 11/04/97 2,269,821 2,269,821
Lincoln National Life, 6.81% maturity 1/30/98 1,706,938 1,706,938
Business Men's Assurance, 6.6% due 2/25/98 1,055,783 1,055,783
Business Men's Company, 6.28% due 2/19/98 1,054,321 1,054,321
Sun Life, 5.98% due 3/18/98 1,109,498 1,109,498
Principal Mutual, 5.75% due 5/29/98 1,100,802 1,100,802
Prudential Life, 5.7% due 5/29/98 1,095,406 1,095,406
Business Men's Company, 6% due 6/17/98 1,032,114 1,032,114
Life of Virginia, 5.73% due 6/30/98 1,629,137 1,629,137
Business Men's Company, 5.78% due 6/9/98 1,541,435 1,541,435
New York Life, 5.73% due 4/30/98 and 7/31/98 2,558,870 2,558,870
New York Life, 5.2% due 8/31/98 and 5.8% due 11/30/98 3,720,946 3,720,946
Hartford Life, 5.45% due 10/27/98 3,193,073 3,193,073
Sun Life, 5.64% due 12/27/98 2,104,559 2,104,559
Business Men's Assurance, 5.7% due 1/15/99 2,009,744 2,009,744
State Mutual Life Assurance, 7.04% due 3/12/99
and 5/12/99 1,575,801 1,575,801
Principal Mutual, 7.4% due 4/23/99 1,566,566 1,566,566
Life of Virginia, 7.49% due 6/28/99 2,074,574 2,074,574
</TABLE>
<PAGE>18
<TABLE>
PacifiCorp K Plus
December 31, 1994
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Guaranteed Investment Contracts (continued)
Hartford Life, 7.51% due 8/27/99 $ 1,031,433 $ 1,031,433
New York Life, 7.55% due 9/23/99 770,013 770,013
New York Life, 7.55% due 7/23/99 770,013 770,013
Capital Trust Company Trust Funds Prime Obligation 15 15
___________ ___________
Total Guaranteed Investment Contracts $ 74,720,553 $ 77,944,936
___________ ___________
___________ ___________
Participant Loans
(Interest rates ranging from 6.5-12.5%
Maturities ranging from 1994 to 2008) $ 8,976,583 $ 9,203,094
___________ ___________
___________ ___________
Temporary Cash Investments
Harris Bank Collective Investment Fund
Master Trust Reserve Fund .0556% $ 7,848,991 $ 7,848,991
___________ ___________
___________ ___________
Total Investments $269,721,918 $277,378,374
___________ ___________
___________ ___________
</TABLE>
<PAGE>19
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
________
1934, the K Plus Employee Savings Administrative Committee, which
administers the Plan, has duly caused this annual report to be signed on
its behalf by the undersigned hereunder duly authorized.
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
/s/MICHAEL J. PITTMAN
Michael J. Pittman, Committee Member
June 22, 1995
