SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(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, 1995
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
8 3/8% Quarterly Income Debt Securities New York Stock Exchange
(Junior Subordinated Deferrable
Interest Debentures, Series A)
8.55% Quarterly Income Debt Securities New York Stock Exchange
(Junior Subordinated Deferrable
Interest Debentures, Series B)
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
___ ___
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, 1996, the aggregate market value of the shares of voting
stock of the Registrant held by nonaffiliates was approximately $6.5 billion.
As of March 1, 1996, there were 284,760,988 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, 1995 are incorporated by reference in Parts I and
II.
Portions of the Annual Report on Form 10-K of Pacific Telecom, Inc. for
the year ended December 31, 1995 are incorporated by reference in Part I.
Portions of the proxy statement of the Registrant for the 1996 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.)
*(2)c -- Asset Sale Agreement between Powercor Australia Limited and
PacifiCorp Australia Holdings Pty Ltd. (Exhibit 2.1, Form 8-K
dated December 12, 1995, File No. 0-873).
*(2)d -- Share Sale Agreement between the State Electricity Commission of
Victoria and the State of Victoria and PacifiCorp Australia
Holdings Pty Ltd. and PacifiCorp Holdings, Inc. (Exhibit 2.2,
Form 8-K dated December 12, 1995, File No. 0-873).
*(2)e -- Asset Purchase Agreement between PacifiCorp Australia Holdings
Pty Ltd. and Powercor Australia Limited. (Exhibit 2.3, Form 8-K
dated December 12, 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 May 10, 1995).
*(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 ten 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);
Exhibit 4(a), Form 10-Q for the quarter ended June 30, 1994,
File No. 1-5152; and Exhibit 4b, Form 10-K for the fiscal year
ended December 31, 1994, File No. 1-5152).
23
<PAGE>
(4)b -- Eleventh Supplemental Indenture dated as of December 1, 1995 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 fifty-three
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; Exhibit 4(b), Form
10-Q for the quarter ended June 30, 1994, File No. 1-5152; and
Exhibit (4)d, Form 10-K for fiscal year ended December 31, 1994,
File No. 1-5152).
(4)d -- Fifty-fourth Supplemental Indenture dated as of December 1, 1995
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-five
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
24
<PAGE>
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; 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; Exhibit 4(c), Form 10-Q for
the quarter ended June 30, 1994, File No. 1-5152; and Exhibit
(4)f, Form 10-K for fiscal year ended December 31, 1994, File
No. 1-5152).
(4)f -- Fifty-sixth Supplemental Indenture dated as of December 1, 1995
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% 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) (Exhibit (10)b, Form 10-K for fiscal year ended
December 31, 1994, File No. 1-5152).
*+(10)b -- PacifiCorp Compensation Reduction Plan dated December 1, 1994,
as amended (Exhibit (10)b, Form 10-K for fiscal year ended
December 31, 1994, File No. 1-5152).
*+(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 Executive Incentive Program.
*+(10)e -- PacifiCorp Non-Employee Directors' Stock Compensation Plan dated
August 1, 1985, as amended. (Exhibit (10)f, Form 10-K for fiscal
year ended December 31, 1994, File No. 1-5152).
*+(10)f -- PacifiCorp Long Term Incentive Plan, 1993 Restatement (Exhibit
10G, Form 10-K for the year ended December 31, 1993, File No.
0-873).
*+(10)g -- 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)h -- PacifiCorp Supplemental Executive Retirement Plan, as amended.
25
<PAGE>
*+(10)i -- 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)j -- 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).
*+(10)k -- Pacific Telecom Executive Officer Severance Plan (Exhibit 10N,
Form 10-K for the year ended December 31, 1994, File No. 0-873).
*+(10)l -- 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)m -- 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)n -- 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)o -- Amendment No. 1 to Compensation Agreement between PacifiCorp and
Keith R. McKennon dated as of February 9, 1995. (Exhibit (10)r,
Form 10-K for the fiscal year ended December 31, 1994, File No.
1-5152).
*(10)p -- 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)q -- 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. (Exhibit (10)t, Form 10-K for
the fiscal year ended December 31, 1994, File No. 1-5152).
(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, 1995 incorporated by reference
herein.
(21) -- Subsidiaries. (See pages S-3 and 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
Report on Form 10-K of Pacific Telecom, Inc. for the year ended
December 31, 1995.
(99)b -- 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, 1995.
(99)c -- Annual Report on Form 11-K of the PacifiCorp K Plus Employee
Savings Plan for the fiscal year ended December 31, 1995.
- -----------
*Incorporated herein by reference.
+This exhibit constitutes a management contract or compensatory plan or
arrangement.
26
<PAGE>
(b) Reports on Form 8-K.
On Form 8-K dated November 15, 1995, under "Item 5. Other Events," the
Company filed a press release reporting a proposed acquisition of an
electricity distributor in Australia.
On Form 8-K dated December 12, 1995, under "Item 2. Acquisition or
Disposition of Assets," the Company reported the acquisition of Powercor
Australia, Limited and under "Item 7. Financial Statements, Pro Forma
Information and Exhibits," the Company filed financial statements for
businesses acquired and pro forma financial information.
On Form 8-K dated January 16, 1996, under "Item 5. Other Events," the
Company reported information with respect to an environmental compliance
matter at the Jim Bridger Power Plant Unit 4.
On Form 8-K dated February 12, 1996, under "Item 5. Other Events," the
Company filed a press release reporting financial results for the three
and twelve months ended December 31, 1996.
(c) See (a) 3. above.
(d) See (a) 2. above.
27
<PAGE>
SIGNATURE
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/RICHARD T. O'BRIEN
By_________________________________
Richard T. O'Brien
(SR. VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER)
Date: June 24, 1996
28
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT DESCRIPTION PAGE
_______ ___________ ____
<S> <C> <C>
(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)b 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, 1995 (filed electronically)
(99)c Annual Report on Form 11-K of the PacifiCorp
K Plus Employee Savings Plan for the fiscal
year ended December 31, 1995 (filed electronically)
</TABLE>
Deloitte & Touche LLP
_____________________ _____________________________________________________
50 Main Street Telephone:(801)328-4706
Suite 1800 Facsimile:(801)355-7515
Salt Lake City, Utah 84144-0458
EXHIBIT (23)b
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-58461 of PacifiCorp on Form S-8 of our report dated April 14, 1996,
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, 1995.
DELOITTE & TOUCHE LLP
June 24, 1996
<PAGE>
Deloitte & Touche LLP
_____________________ _____________________________________________________
3900 US Bancorp Tower Telephone:(503)222-1341
111 SW Fifth Avenue Facsimile:(503)224-2172
Portland, Oregon 97204-3698
EXHIBIT (23)c
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-58461 on Form S-8 of our report dated April 26, 1996, appearing in this
Annual Report on Form 11-K of the PacifiCorp K Plus Employee Savings Plan for
the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
June 24, 1996
<PAGE>1
EXHIBIT (99)b
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, 1995
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, 1995 and 1994 5-6
3. Statements of Changes in Net Assets
Available for Benefits for the Years
Ended December 31, 1995 and 1994 7-8
4. Notes to Financial Statements 9-16
5. Supplemental Schedules as of December 31, 1995
and for the year then ended:
Item 27a - Schedule of Assets Held for
Investment Purposes 17
Item 27d - 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 27b - Schedule of Loans or Fixed Income Obligations
Item 27c - Schedule of Leases in Default or Classified as Uncollectible
Item 27e 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, 1995 and 1994, 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,
1995 and 1994, 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 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
<PAGE>4
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, 1996
<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, 1995
<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 values)
(Notes 1, 2, and 3):
PacifiCorp common stock...... $118,459,882 $107,484,255 $10,975,627 $ - $ - $ - $ -
Other........................ 21,195,670 - - 8,497,492 5,936,280 830,853 5,931,045
____________ ____________ ___________ __________ __________ ________ __________
Total Investments......... 139,655,552 107,484,255 10,975,627 8,497,492 5,936,280 830,853 5,931,045
RECEIVABLES:
Contributions.................. 32,614 17,738 1,552 740 12,172 412 -
Interest....................... 1,562 1,457 105 - - - -
____________ ____________ ___________ __________ __________ ________ __________
Total Receivables 34,176 19,195 1,657 740 12,172 412 -
CASH........................... 2,142 2,001 142 - - (1) -
____________ ____________ ___________ __________ __________ ________ __________
Total Assets.............. 139,691,870 107,505,451 10,977,426 8,498,232 5,948,452 831,264 5,931,045
____________ ____________ ___________ __________ __________ ________ __________
LIABILITIES
___________
MANAGEMENT FEES PAYABLE........ 19,491 - - 17,755 - 1,736 -
____________ ____________ ___________ __________ __________ ________ __________
Total Liabilities......... 19,491 - - 17,755 - 1,736 -
____________ ____________ ___________ __________ __________ ________ __________
NET ASSETS AVAILABLE
FOR BENEFITS................... $139,672,379 $107,505,451 $10,977,426 $8,480,477 $5,948,452 $829,528 $5,931,045
============ ============ =========== ========== ========== ======== ==========
<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, 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 values)
(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>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, 1995
<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 (Notes 2 and 3):
Cash Dividends on common
stock of PacifiCorp....... $ 5,818,887 $ 5,273,370 $ 545,517 $ - $ - $ - $ -
Interest and Other Income.. 860,653 16,572 1,422 - 406,692 - 435,967
Net Appreciation in Fair Value
of Investments 18,972,908 15,249,278 1,551,585 2,025,756 - 146,289 -
____________ ____________ ___________ __________ __________ ________ __________
Total Investment Income.. 25,652,448 20,539,220 2,098,524 2,025,756 406,692 146,289 435,967
____________ ____________ ___________ __________ __________ ________ __________
Contributions (Note 1):
Participating Employees.... 6,202,388 4,351,128 721,726 646,027 306,879 176,628 -
Company.................... 3,698,459 3,698,459 - - - - -
____________ ____________ ___________ __________ __________ ________ __________
Total Contributions.... 9,900,847 8,049,587 721,726 646,027 306,879 176,628 -
____________ ____________ ___________ __________ __________ ________ __________
Fund Transfers - Net......... - - (26,730) 1,569 55,527 (30,366) -
Loans - Net (Notes 1 and 2).. - (198,592) (156,700) (124,749) (48,454) 11,977 516,518
____________ ____________ ___________ __________ __________ ________ __________
Total Additions........ 35,553,295 28,390,215 2,636,820 2,548,603 720,644 304,528 952,485
____________ ____________ ___________ __________ __________ ________ __________
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Participant Withdrawals
(Notes 2 and 4)............. 7,120,378 5,959,644 620,466 278,974 243,625 17,669 -
Transfer to PacifiCorp K Plus
(Note 1).................... 509,394 443,726 19,433 22,449 1,392 478 21,916
Administrative Expenses (Note 1) 71,004 - - 64,981 - 6,023 -
____________ ____________ ___________ __________ __________ ________ __________
Total Deductions....... 7,700,776 6,403,370 639,899 366,404 245,017 24,170 21,916
____________ ____________ ___________ __________ __________ ________ __________
NET INCREASE .................. 27,852,519 21,986,845 1,996,921 2,182,199 475,627 280,358 930,569
NET ASSETS AVAILABLE FOR
BENEFITS, JANUARY 1........... 111,819,860 85,518,606 8,980,505 6,298,278 5,472,825 549,170 5,000,476
____________ ____________ ___________ __________ __________ ________ __________
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31......... $139,672,379 $107,505,451 $10,977,426 $8,480,477 $5,948,452 $829,528 $5,931,045
============ ============ =========== ========== ========== ======== ==========
<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, 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 (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 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>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.
<PAGE>10
1. DESCRIPTION OF THE PLAN (Continued)
The cost of administration of the Plan is paid by both the Plan and the
Company.
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, 1995 and 1994, there were 2,252 and 2,393 employees and 425
and 319 former employees participating in the Plan for a total of 2,677 and
2,712, respectively.
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). There were 14
employees during both years ended December 31, 1995 and 1994, that transferred
to the PacifiCorp K Plus Plan.
Fund Participation
__________________
The number of participants in each fund at December 31, 1995 was as
follows:
Basic Fund 2,677
Supplemental:
Fund I - Company Stock Fund 653
Fund II - Equity Investment Fund 537
Fund III - Stable Asset Fund 352
Fund IV - Balanced Fund 202
Loan Fund 856
Employees may participate in one or more Supplemental funds in addition
to the Basic Fund.
<PAGE>11
1. DESCRIPTION OF THE PLAN (Continued)
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 stable asset investment
contracts, Fund IV is invested in the Columbia Trust Company Balanced
Investment Fund, and the Loan Fund is invested in loans to participants.
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.
<PAGE>12
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.
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 stable asset 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)
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).
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.
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, 1995
and 1994 are as follows:
<TABLE>
<CAPTION>
Number of Fair
Investments Shares/Units Value
___________ ____________ _____
<S> <C> <C>
1995
____
PacifiCorp common stock 5,607,568 $ 118,459,882
_____________
Other:
Columbia Trust Company
Common Stock Investment
Fund 751,211 8,497,492
Provident Life Insurance
Company Guaranteed
Investment Contract 1,633,504 1,633,504
Allstate Life Insurance
Company Guaranteed
Investment Contract 1,934,990 1,934,990
Metropolitan Insurance
Company Guaranteed
Investment Contract 1,636,875 1,636,875
U. S. Trust Company
Capital Preservation
Fund 730,911 730,911
Columbia Trust Company
Balanced Investment Fund 102,991 830,853
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 5,931,045 5,931,045
____________
Total Other 21,195,670
____________
TOTAL $139,655,552
============
</TABLE>
<PAGE>15
3. INVESTMENTS (Continued)
<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
Capital Preservation
Fund 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>16
3. INVESTMENTS (Continued)
During the year ended December 31, 1995 and 1994, the Plan's investments
(including investments bought, sold, and held during the year) appreciated
(depreciated) in value as follows:
<TABLE>
<CAPTION>
1995 1994
____ ____
Investments
___________
<S> <C> <C>
PacifiCorp common stock $16,800,863 $(4,958,279)
Columbia Trust Company:
Common Stock Investment Fund 2,025,756 83,467
Balanced Investment Fund 146,289 694
___________ ___________
Net appreciation (depreciation)
in fair value $18,972,908 $(4,874,118)
=========== ===========
</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, 1995 and 1994. Participant withdrawals included in the 1995 and
1994 financial statements differ from total participant withdrawals shown on
the Form 5500 for 1995 and 1994 reported to the Department of Labor as
follows:
<TABLE>
<CAPTION>
Total Basic Fund I Fund II Fund III Fund IV
_____ _____ ______ _______ ________ _______
1995
____
<S> <C> <C> <C> <C> <C> <C>
Participants withdrawals
shown on the 1995 statement
of changes in net assets
available for benefits $7,120,378 $5,959,644 $620,466 $278,974 $243,625 $17,669
Less: Liability due to
participating employees
at December 31, 1994 (258,359) (214,891) (18,514) (3,446) (21,508) -
Liability due to partici-
pating employees at
December 31, 1995 2,179,059 1,652,077 190,078 191,468 140,424 5,012
__________ __________ ________ ________ ________ _______
Total participant withdrawals
shown on the Form 5500 $9,041,078 $7,396,830 $792,030 $466,996 $ 362,541 $22,681
========== ========== ======== ======== ========= =======
<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 $ 85,641 $ 89,208 $11,589
========== ========== ======== ======== ======== =======
</TABLE>
<PAGE>17
<TABLE>
UTAH POWER & LIGHT
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
SUPPLEMENTAL SCHEDULE
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<CAPTION>
Number of Historical Current
Units/ Cost of Value
Description Shares Asset of Asset
___________ _________ __________ ________
<S> <C> <C> <C>
PacifiCorp (Party in interest)
common stock 5,607,568 $102,091,480 $118,459,882
____________ ___________
Other:
Columbia Trust Company Common
Stock Investment Fund 751,211 3,648,998 8,497,492
Provident Life Insurance Company
Guaranteed Investment Contract 1,633,504 1,633,504 1,633,504
Allstate Life Insurance Company
Guaranteed Investment Contract 1,934,990 1,934,990 1,934,990
Metropolitan Insurance Company
Guaranteed Investment Contract 1,636,875 1,636,875 1,636,875
U. S. Trust Company
Capital Preservation
Fund 730,911 730,911 730,911
Columbia Trust Company
Balanced Investment Fund 102,991 645,266 830,853
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 5,931,045 5,931,045 5,931,045
____________ ____________
Total Other 16,161,589 21,195,670
____________ ____________
TOTAL $118,253,069 $139,655,552
============ ============
</TABLE>
<PAGE>18
<TABLE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
SUPPLEMENTAL SCHEDULE
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
SERIES REPORTABLE TRANSACTIONS
______________________________
Current
Value of
Expenses Asset on
Asset Number of Number of Purchase Selling Incurred with Cost of Sales or Gain or
Description Transactions Units/Shares Price Price Transactions Asset Transfer Date (Loss)
____________ ____________ ________ _______ _____________ _______ _____________ _______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PacifiCorp
(Party in interest)
common stock:
Purchases 80 866,559 $16,502,867 N/A N/A N/A N/A N/A
Distributions to
Participants 28 438,258 N/A $8,651,942 N/A $8,651,942 $8,651,942 NONE
</TABLE>
SINGLE REPORTABLE TRANSACTION
_____________________________
None
<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 May 24, 1996
EXHIBIT (99)c
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, 1995
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
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS
ENDED DECEMBER 31, 1995 AND 1994:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-9
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED
DECEMBER 31, 1995:
Item 27a - Schedule of Assets Held for Investment Purposes 10-11
Item 27d - Schedule of Reportable Transactions - Single 12
Item 27d - Schedule of Reportable Transactions - Series 13
</TABLE>
<PAGE>1
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, 1995 and 1994 and for the years then
ended, 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,
1995 and 1994, 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 accompanying supplemental
schedules for the year ended December 31, 1995, 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. These supplemental schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 1995 financial statements and, in our
opinion, are fairly stated in all material respects when considered in
relation to the 1995 basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Portland, Oregon
April 26, 1996
<PAGE>2
<TABLE>
PacifiCorp
K Plus Employee Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1995 and 1994
<CAPTION>
1995 1994
<S> <C> <C>
ASSETS:
Investments (stated at fair value):
Common Stock:
PacifiCorp $ 69,099,009 $ 62,479,086
Pacific Telecom, Inc. - 9,446,460
Other - 86,943,703
Mutual Funds 180,126,286 -
United States government obligations - 9,697,843
Corporate bonds - 13,814,261
Guaranteed investment contracts 62,590,976 77,944,936
Temporary cash investments 16,524,124 7,848,991
Participant loans 20,911,145 9,203,094
___________ ___________
Total investments 349,251,540 277,378,374
___________ ___________
Receivables:
Due from brokers 506,425 126,361
Dividends and interest 544,522 371,985
Participant contributions 995,351 818,097
Other 34,973 -
___________ ___________
Total receivables 2,081,271 1,316,443
___________ ___________
Total assets 351,332,811 278,694,817
___________ ___________
LIABILITIES:
Due to brokers 753,420 951,956
Due to fund managers - 53,092
Loans payable to participants 1,147,904 -
___________ ___________
Total liabilities 1,901,324 1,005,048
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS $349,431,487 $277,689,769
=========== ===========
<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, 1995 and 1994
<CAPTION>
1995 1994
<S> <C> <C>
INCREASES TO NET ASSETS ATTRIBUTED TO:
Investment income:
Dividends $ 11,952,936 $ 4,879,216
Net appreciation (depreciation) in
fair value of investments (Note 4) 39,163,119 (4,290,502)
Interest and other income 7,452,109 7,253,002
___________ ___________
Total investment income (Note 3) 58,568,164 7,841,716
Participant contributions (Note 3) 31,809,258 29,599,662
Deposits from prior trustees - 73,440
Transfers in and other receipts 883,810 398,764
___________ ___________
Total increases 91,261,232 37,913,582
___________ ___________
DECREASES TO NET ASSETS ATTRIBUTED TO:
Participant withdrawals (Note 3) 19,060,255 12,837,486
Administrative expenses 459,259 619,974
___________ ___________
Total decreases 19,519,514 13,457,460
___________ ___________
NET INCREASE 71,741,718 24,456,122
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 277,689,769 253,233,647
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS
END OF YEAR $349,431,487 $277,689,769
=========== ===========
<FN>
See notes to financial statements.
</FN>
</TABLE>
<PAGE>4
PacifiCorp
K Plus Employee Savings Plan
Notes to Financial Statements
Years Ended December 31, 1995 and 1994
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").
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.
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.
<PAGE>5
RECLASSIFICATIONS - Certain reclassifications have been made to prior
year balances in order to conform with current year presentation. These
reclassifications had no effect on previously reported net assets
available for benefits.
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 Pacific Telecom, Inc. Stock Fund was
discontinued in 1995. [See Note 7.] The per share market values at
December 31, 1995 and 1994 were:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
PacifiCorp common stock $21.125 $18.125
Pacific Telecom, Inc. common stock - 30.000
</TABLE>
The Plan's investments are stated at fair value except for its guaranteed
contracts which are stated at cost plus interest received in the fund.
Investments in mutual funds are stated at fair value based on quoted
market prices. Participant loans are valued at cost which approximates
fair value.
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 (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, 1995 and 1994, net assets available
for benefits included benefits of $226,267 and $1,390,153, respectively,
due to participants who have withdrawn from participation in the Plan.
ADMINISTRATIVE EXPENSES - The Plan provides that each employer may pay
administrative costs and expenses of the Plan; those costs not paid by
each employer 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.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
<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 U.S. Treasury, U.S.
Government Agency, and Corporate bonds.
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 was discontinued in 1995 (see
Note 7) consisted primarily of common stock of Pacific Telecom, Inc.
G. The Participant Loans, which consists of promissory notes resulting
from loans to participants. Each participant's interest in this
fund is accounted for separately.
H. The Money Market Fund, which consists solely of U.S. Treasury
Securities.
I. The Aggressive Equity Fund, which consists of equity instruments of
smaller and medium sized companies.
J. The International Equity Fund, which consists of equity instruments
of non-U.S. companies.
K. The Life Path Funds, which consist of various proportions of equity
instruments and fixed income and debt instruments.
Participant contributions, participant withdrawals/loan disbursements,
and investment income by fund are as follows for the years ended
December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Participant contributions:
Equity Fund $ 9,681,817 $ 9,735,493
Balanced Fund 5,314,634 4,855,355
Bond Fund 1,097,784 1,169,213
Stable Asset Fund 5,244,091 5,637,205
PacifiCorp Stock Fund 6,530,308 7,168,676
Pacific Telecom Stock Fund 661,002 1,033,720
Aggressive Equity Fund 953,577 -
International Equity Fund 161,520 -
Money Market Fund 127,908 -
Life Path 2000 12,129 -
Life Path 2010 75,058 -
Life Path 2020 72,887 -
Life Path 2030 43,176 -
Life Path 2040 29,757 -
Pending investment account 1,803,610 -
__________ __________
Total $31,809,258 $29,599,662
========== ==========
</TABLE>
<PAGE>7
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Participant withdrawals/loan disbursements:
Equity Fund $ 7,917,953 $ 2,711,717
Balanced Fund 4,661,321 1,835,819
Bond Fund 942,736 546,910
Stable Asset Fund 9,920,393 7,997,274
PacifiCorp Stock Fund 5,350,586 3,273,700
Pacific Telecom Stock Fund 1,190,132 291,155
Aggressive Equity Fund 357,925 -
International Equity Fund 11,149 -
Money Market Fund 83,961 -
Life Path 2000 22,799 -
Life Path 2010 43,220
Life Path 2020 30,772 -
Life Path 2030 (342) -
Life Path 2040 2,977 -
Pending distribution account (326,404) -
Participant Loans Fund (11,148,923) (3,819,089)
___________ __________
Total $ 19,060,255 $12,837,486
=========== ==========
Investment income (loss):
Equity Fund $24,430,637 $ (684,872)
Balanced Fund 10,527,359 706,076
Bond Fund 1,449,465 (219,251)
Stable Asset Fund 5,231,226 5,396,482
PacifiCorp Stock Fund 13,808,880 907,942
Pacific Telecom Stock Fund 298,704 1,732,847
Aggressive Equity Fund 1,828,251 -
International Equity Fund 56,787 -
Money Market Fund 52,798 -
Life Path 2000 20,079 -
Life Path 2010 42,096 -
Life Path 2020 43,754 -
Life Path 2030 22,954 -
Life Path 2040 25,796 -
Pending distribution account 9,209 -
Pending investment account 19,193 -
Participant Loans Fund 700,976 2,492
__________ __________
Total $58,568,164 $ 7,841,716
========== ==========
</TABLE>
The pending accounts consist of cash held at year end awaiting investment
or distribution.
<PAGE>8
4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
For the years ended December 31, 1995 and 1994, the Plan's investments
appreciated (depreciated) in fair value as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
PacifiCorp common stock $ 9,966,263 $(2,377,612)
Pacific Telecom, Inc. common stock (19,774) 1,360,080
Mutual funds and other 29,216,630 (3,272,970)
__________ __________
Total $39,163,119 $(4,290,502)
========== ==========
</TABLE>
5. RELATED-PARTY TRANSACTIONS
Purchases of employer-related stock during the years ended December 31,
1995 and 1994 were as follows:
<TABLE>
<CAPTION>
PacifiCorp Pacific Telecom
_______________________ ________________________
Number Number
of Shares Cost of Shares Cost
<S> <C> <C> <C> <C>
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
Purchases 267,420 5,133,246 14,050 422,483
Sales (413,036) (7,863,152) (328,790) (8,099,731)
Distributed to participants (30,547) (552,113) (142) (3,721)
_________ __________ ________ __________
Balance, December 31, 1995 3,270,959 $61,306,918 - $ -
========= ========== ======== ==========
</TABLE>
6. INVESTMENTS EXCEEDING 5% OF NET ASSETS AVAILABLE FOR BENEFITS
Investments which exceeded 5% of net assets available for benefits as of
December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
PacifiCorp Common Stock $69,099,009 $62,479,086
Wells Fargo Bank Equity Index Fund - 18,018,740
Dodge & Cox Balanced Fund 52,060,057 -
Columbia Management Equity Fund 85,889,537 -
Putnam New Opportunities Fund 21,712,741 -
</TABLE>
<PAGE>9
7. MERGER OF PACIFIC TELECOM, INC.
On September 27, 1995, holders of a majority of the 5.3 million shares of
outstanding common stock held by minority shareholders of Pacific
Telecom, Inc. voted in favor of the merger of an indirectly wholly-owned
subsidiary of the Company into Pacific Telecom, Inc. As a result of the
merger, the common stock held by minority shareholders [other than shares
as to which dissenters' rights were perfected] were converted into the
right to receive $30 per share in cash and Pacific Telecom, Inc. became
an indirectly wholly-owned subsidiary of the Company.
8. CONCENTRATION OF RISK
The Plan's assets consist primarily of financial instruments including
temporary cash investments, investment contracts, PacifiCorp common
stock, mutual funds, and participant loans. The financial instruments
may subject the Plan to concentrations of risk, as from time to time,
cash balances exceed amounts insured by the Federal Deposit Insurance
Corporation, market value of securities are dependent on the ability of
the issuer to honor its contractual commitments, and investments in
common stock are subject to changes in market values of the stock.
* * * * * *
<PAGE>10
<TABLE>
PacifiCorp K Plus
Employee Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<CAPTION>
IDENTITY OF ISSUE, SHARES OR CURRENT
BORROWER, OR SIMILAR PARTY FACE VALUE COST VALUE
<S> <C> <C> <C>
MUTUAL FUNDS:
Dodge & Cox Balanced Fund 953,481 $ 49,678,113 $ 52,060,057
Stagecoach Inc. Bond Index Fund 932,860 9,085,440 9,263,299
Columbia Management Equity Fund 4,620,201 80,011,682 85,889,537
Putnam New Opportunities Fund 587,625 19,904,962 21,712,741
T. Rowe Price International Stock Fund 181,735 2,230,059 2,222,619
Vanguard Admiral Funds Inc. 5,600,623 5,600,623 5,600,623
Life Path 2000 Fund 61,367 649,637 651,720
Life Path 2010 Fund 90,504 1,005,656 1,022,698
Life Path 2020 Fund 77,376 887,922 907,619
Life Path 2030 Fund 31,096 365,055 375,330
Life Path 2040 Fund 33,793 407,625 420,043
___________ ___________
Total Mutual Funds 169,826,774 180,126,286
___________ ___________
COMMON STOCK:
PacifiCorp Common Stock 3,270,959 61,306,918 69,099,009
___________ ___________
GUARANTEED INVESTMENT CONTRACTS:
Transamerica Oxy, 8.63%, due 2/16/96 748,324 748,324
The Travelers, 8.90%, due 7/31/96 1,716,234 1,716,234
Sun Life Assurance, 5.64%, due 12/27/98 2,212,920 2,212,920
Sun Life Assurance, 5.98%, due 3/18/98 1,170,060 1,170,060
First Allmerica Financial Life Ins.,
7.04%, due 5/12/99 838,550 838,550
First Allmerica Financial Life Ins.,
7.04%, due 3/12/99 838,550 838,550
Safeco Life Ins., 7.29%, due 4/3/97 636,859 636,859
Principal Mutual, 5.75%, due 5/29/98 1,158,471 1,158,471
Life of Virginia, 6.56%, due 11/4/97 2,405,704 2,405,704
Life of Virginia, 5.73%, due 6/30/98 1,714,355 1,714,355
Hartford Life, 7.50%, due 8/27/99 1,102,095 1,102,095
Lincoln National, 6.89%, 2/28/97 1,944,634 1,944,634
Prudential Life, 7.04%, due 12/31/97 3,062,046 3,062,046
Prudential Life, 5.70%, due 5/29/98 1,152,406 1,152,406
Protective Life, 6.29%, due 8/27/97 2,436,300 2,436,300
Protective Life, 8.70%, due 5/16/96 1,309,339 1,309,339
___________ ___________
Forward 24,446,847 24,446,847
(Continued)
</TABLE>
<PAGE>11
<TABLE>
PacifiCorp K Plus
Employee Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<CAPTION>
IDENTITY OF ISSUE, SHARES OR CURRENT
BORROWER, OR SIMILAR PARTY FACE VALUE COST VALUE
<S> <C> <C> <C>
GUARANTEED INVESTMENT CONTRACTS (Continued):
Forward $ 24,446,847 $ 24,446,847
Principal Mutual, 7.04%, due 4/23/99 1,672,151 1,672,151
Lincoln National, 6.81%, due 1/30/98 1,813,007 1,813,007
Nationwide Insurance, 7.20%, due 5/29/97 957,083 957,083
Life of Virginia, 7.49%, due 6/28/99 2,216,322 2,216,322
New York Life, 5.73%, due 7/31/98 1,273,288 1,273,288
New York Life, 5.73%, due 4/30/98 1,273,288 1,273,288
Nationwide Insurance, 6.75%, due 10/22/97 1,224,996 1,224,996
Nationwide Insurance, 5.85%, due 9/30/97 796,330 796,330
New York Life, 7.55%, due 9/23/99 822,932 822,932
New York Life, 7.55%, due 9/23/99 822,932 822,932
New York Life, 5.80%, due 11/30/98 2,239,094 2,239,094
New York Life, 5.20%, due 8/31/98 1,669,726 1,669,726
Safeco Life, 6.60%, due 7/1/97 1,484,494 1,484,494
Sun Life Assurance, 8.83%, due 3/31/96 2,032,250 2,032,250
Sun Life Assurance, 6.78%, due 7/31/97 1,243,375 1,243,375
Allstate Life, 8.710%, due 6/17/96 1,502,369 1,502,369
Business Mens Co., 6.60%, due 2/25/98 1,050,251 1,050,251
Allstate Life, 7.00%, due 10/31/97 1,229,365 1,229,365
Business Mens Co., 6.28%, due 2/19/98 1,048,357 1,048,357
Business Mens Co., 5.75%, due 6/9/98 1,533,624 1,533,624
Business Mens Co., 6.00%, due 6/17/98 1,027,183 1,027,183
Business Mens Co., 5.70%, due 1/15/99 2,000,304 2,000,304
Confederation Life, 0.00%, due 8/31/99 1,059,731 1,059,731
Confederation Life, 0.00%, due 8/31/99 1,207,802 1,207,802
Hartford Life, 5.45%, due 10/27/98 3,351,954 3,351,954
Safeco Life, 7.26%, due 3/3/97 636,247 636,247
Lincoln National, 8.77%, due 3/29/96 955,674 955,674
___________ ___________
Total Guaranteed Investment Contracts 62,590,976 62,590,976
___________ ___________
PARTICIPANT LOANS:
Interest rates ranging from 7-11.5%,
maturities ranging from 1996 to 2019 20,911,145 20,911,145
___________ ___________
TEMPORARY CASH INVESTMENTS:
Bankers Trust Pyramid Directed
Account Cash Fund 16,524,124 16,524,124
___________ ___________
TOTAL INVESTMENTS $331,159,936 $349,251,540
=========== ===========
(Concluded)
</TABLE>
<PAGE>12
<TABLE>
PacifiCorp K Plus
Employee Savings Plan
Item 27d - Schedule of Reportable Transactions - Single
Year Ended December 31, 1995
Transactions reportable defined in Section 2520.103-6 of the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, are as follows:
<CAPTION>
(H)
(F) CURRENT
EXPENSE VALUE OF
(A) (B) (C) (D) (E) INCURRED (G) ASSET ON (I)
IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE WITH COST OF TRANSACTION NET GAIN/
PARTY INVOLVED OF ASSET PRICE PRICE RENTAL TRANSACTION ASSET DATE (LOSS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bankers Trust BT Pyramid Directed
Account Cash Fund $ - $43,892,568 $ - $ - $43,892,568 $43,892,568 $ -
Bankers Trust BT Pyramid Directed
Account Cash Fund 43,892,568 - - - 43,892,568 43,892,568 -
Bankers Trust Dodge & Cox
Balanced Fund 43,892,568 - - - 43,892,568 43,892,568 -
Bankers Trust Columbia Common
Stock Fund Inc. 60,769,876 - - - 60,769,876 60,769,876 -
Bankers Trust Columbia Common
Stock Fund Inc. 22,896,031 - - - 22,896,031 22,896,031 -
</TABLE>
<PAGE>13
<TABLE>
PacifiCorp K Plus
Employee Savings Plan
Item 27d - Schedule of Reportable Transactions - Series
Year Ended December 31, 1995
Transactions reportable defined in Section 2520.103-6 of the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, are as follows:
<CAPTION>
(H)
(F) CURRENT
EXPENSE VALUE OF
(A) (B) (C) (D) (E) INCURRED (G) ASSET ON (I)
IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE WITH COST OF TRANSACTION NET GAIN/
PARTY INVOLVED OF ASSET PRICE PRICE RENTAL TRANSACTION ASSET DATE (LOSS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bankers Trust BT Pyramid Directed
Account Cash Fund $147,628,594 $ - $ - $ - $147,628,594 $147,628,594 $ -
Bankers Trust BT Pyramid Directed
Account Cash Fund - 131,039,297 - - 131,039,297 131,039,297 -
Bankers Trust Dodge & Cox
Balanced Fund 53,046,941 - - - 53,046,941 53,046,941 -
Bankers Trust Dodge & Cox
Balanced Fund - 3,670,194 - - 3,534,578 3,670,194 135,616
Bankers Trust Columbia Common
Stock Fund Inc. 89,147,637 - - - 89,147,637 89,147,637 -
Bankers Trust Columbia Common
Stock Fund Inc. - 14,531,430 - - 13,802,184 14,531,430 729,246
Bankers Trust Putnam New Oppor-
tunities Fund 20,147,054 - - - 20,147,054 20,147,054 -
Bankers Trust Putnam New Oppor-
tunities Fund - 356,989 - - 336,516 356,989 20,473
</TABLE>
<PAGE>14
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/ROBERT F. LANZ
Robert F. Lanz, Committee Member
June 24, 1996
