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, 1996
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)
8 1/4% Cumulative Quarterly Income New York Stock Exchange
Preferred Securities, Series A,
of PacifiCorp Capital I
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, 1997, the aggregate market value of the shares of voting
stock of the Registrant held by nonaffiliates was approximately $6.4 billion.
As of March 1, 1997, there were 295,614,180 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, 1996 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, 1996 are incorporated by reference in Part I.
Portions of the proxy statement of the Registrant for the 1997 Annual
Meeting of Shareholders are incorporated by reference in Part III.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
3. Exhibits:
(3)a -- Third Restated Articles of Incorporation of the Company.
*(3)b -- Bylaws of the Company (as restated and amended May 10, 1995)
(Exhibit (3)b, Form 10-K for the fiscal year ended December 31,
1995, 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 (The
Chase Manhattan Bank, successor), Trustee, as supplemented and
modified by twelve 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; Exhibit (4)b, Form 10-K for the fiscal year
ended December 31, 1994, File No. 1-5152; and Exhibit (4)b, Form
10-K for the fiscal year ended December 31, 1995, File No.
1-5152).
31
<PAGE>
(4)b -- Twelfth Supplemental Indenture dated as of September 1, 1996 to
the Mortgage and Deed of Trust dated as of January 9, 1989
between the Company and Morgan Guaranty Trust Company of New
York (The Chase Manhattan Bank, successor), Trustee.
*(4)c -- Third Restated Articles of Incorporation 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, Inc. 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.
*+(10)i -- Pacific Telecom, Inc. 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, Inc. Executive Officer Severance Plan (Exhibit
10N, Form 10-K for the year ended December 31, 1994, File No.
0-873).
*+(10)k -- Incentive Compensation Agreement dated as of February 1, 1994
between PacifiCorp and Frederick W. Buckman (Exhibit (10)k, Form
32
<PAGE>
10-K for the fiscal year ended December 31, 1993, File No.
1-5152).
*+(10)l -- 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)m -- 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)n -- PacifiCorp Stock Incentive Plan dated August 14, 1996, as
amended.
+(10)o -- Form of Restricted Stock Agreement under PacifiCorp Stock
Incentive Plan.
+(10)p -- PacifiCorp Executive Severance Plan.
*(10)q -- 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)r -- 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, 1996 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, 1996.
(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, 1996.
(99)c -- Annual Report on Form 11-K of the PacifiCorp K Plus Employee
Savings Plan for the fiscal year ended December 31, 1996.
- -----------
*Incorporated herein by reference.
33
<PAGE>
+This exhibit constitutes a management contract or compensatory plan or
arrangement.
(b) Reports on Form 8-K.
On Form 8-K dated February 12, 1997, under "Item 5. Other Events," the
Company filed a press release reporting the Utah Division of Public
Utilities and Committee of Consumer Services filed a joint petition with
the Utah Public Services Commission ("PSC") requesting the PSC to
commence proceedings to establish new rates for the Company's Utah
customers. The Company also filed a press release reporting financial
results for the three and twelve months ended December 31, 1996.
On Form 8-K dated March 12, 1997, under "Item 5. Other Events," the
Company filed a press release reporting the proposed acquisition of a
natural gas gathering, processing, storage and marketing company based in
Houston, Texas.
(c) See (a) 3. above.
(d) See (a) 2. above.
34
<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
By WILLIAM E. PERESSINI
_________________________________
William E. Peressini
VICE PRESIDENT AND TREASURER
Date: June 25, 1997
<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, 1996 (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, 1996 (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 May 1, 1997, 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,
1996.
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
June 25, 1997
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 June 23, 1997, appearing in this
Annual Report on Form 11-K of the PacifiCorp K Plus Employee Savings Plan for
the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
June 23, 1997
<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, 1996
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
<TABLE>
<CAPTION>
Page No.
________
<S> <C>
1. Independent Auditors' Report 3-4
2. Statements of Net Assets Available for
Benefits at December 31, 1996 and 1995 5-6
3. Statements of Changes in Net Assets
Available for Benefits for the Years
Ended December 31, 1996 and 1995 7-8
4. Notes to Financial Statements 9-16
5. Supplemental Schedules as of December 31, 1996
and for the year then ended:
Item 27a - Schedule of Assets Held for
Investment Purposes 17
Item 27d - Schedule of Reportable Transactions 18
</TABLE>
* * * * * *
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, 1996 and 1995, 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,
1996 and 1995, 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.
<PAGE>4
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
May 1, 1997
<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, 1996
<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...... $118,574,303 $108,243,782 $10,330,521 $ - $ - $ - $ -
Other........................ 23,305,190 - - 10,157,498 5,690,774 1,077,235 6,379,683
____________ ____________ ___________ ___________ __________ __________ __________
Total Investments......... 141,879,493 108,243,782 10,330,521 10,157,498 5,690,774 1,077,235 6,379,683
RECEIVABLES -
Contributions................ 6,576 4,189 1,343 354 (88) 778 -
Interest..................... 3,600 3,338 262 - - - -
____________ ____________ ___________ ___________ __________ __________ __________
Total Receivables 10,176 7,527 1,605 354 (88) 778 -
CASH........................... 20 15 1 - 2 2 -
____________ ____________ ___________ ___________ __________ __________ __________
Total Assets.............. 141,889,689 108,251,324 10,332,127 10,157,852 5,690,688 1,078,015 6,379,683
____________ ____________ ___________ ___________ __________ __________ __________
LIABILITIES
___________
MANAGEMENT FEES PAYABLE........ 23,066 - - 20,854 - 2,212 -
____________ ____________ ___________ ___________ __________ __________ __________
Total Liabilities......... 23,066 - - 20,854 - 2,212 -
____________ ____________ ___________ ___________ __________ __________ __________
NET ASSETS AVAILABLE
FOR BENEFITS................... $141,866,623 $108,251,324 $10,332,127 $10,136,998 $5,690,688 $1,075,803 $6,379,683
============ ============ =========== =========== ========== ========== ==========
<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, 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>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, 1996
<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....... $ 6,122,015 $ 5,571,894 $ 550,121 $ - $ - $ - $ -
Interest and Other Income.. 900,949 20,425 969 - 354,537 - 525,018
Net Appreciation in Fair Value
of Investments (1,954,846) (3,542,138) (335,561) 1,804,738 - 118,115 -
____________ ____________ ___________ ___________ __________ __________ __________
Total Investment Income.. 5,068,118 2,050,181 215,529 1,804,738 354,537 118,115 525,018
____________ ____________ ___________ ___________ __________ __________ __________
Contributions (Note 1):
Participating Employees.... 6,031,486 4,266,637 636,228 681,324 269,437 177,860 -
Company.................... 3,626,642 3,626,642 - - - - -
____________ ____________ ___________ ___________ __________ __________ __________
Total Contributions.... 9,658,128 7,893,279 636,228 681,324 269,437 177,860 -
____________ ____________ ___________ ___________ __________ __________ __________
Fund Transfers - Net......... - - (282,084) 384,640 (130,586) 28,029 -
Loans - Net (Notes 1 and 2).. - 166,558 (11,758) (48,210) (32,125) (12,190) (62,274)
____________ ____________ ___________ ___________ __________ __________ __________
Total Additions........ 14,726,246 10,110,018 557,915 2,822,492 461,263 311,814 462,744
____________ ____________ ___________ ___________ __________ __________ __________
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Participant Withdrawals
(Notes 2 and 4)............. 12,064,460 9,061,166 1,201,293 1,051,644 693,499 56,858 -
Transfer to PacifiCorp K Plus
(Note 1).................... 381,094 302,979 1,921 36,088 25,528 472 14,106
Administrative Expenses (Note 1) 86,448 - - 78,239 - 8,209 -
____________ ____________ ___________ ___________ __________ __________ __________
Total Deductions....... 12,532,002 9,364,145 1,203,214 1,165,971 719,027 65,539 14,106
____________ ____________ ___________ ___________ __________ __________ __________
NET INCREASE................... 2,194,244 745,873 (645,299) 1,656,521 (257,764) 246,275 448,638
NET ASSETS AVAILABLE FOR
BENEFITS, JANUARY 1........... 139,672,379 107,505,451 10,977,426 8,480,477 5,948,452 829,528 5,931,045
____________ ____________ ___________ ___________ __________ _________ __________
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31......... $141,866,623 $108,251,324 $10,332,127 $10,136,998 $5,690,688 $1,075,803 $6,379,683
============ ============ =========== ========== ========== ========== ==========
<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, 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>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 $9,500
for 1996 and $9,240 for 1995, 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, 1996 and 1995, there were 2,120 and 2,252 employees and 403
and 425 former employees participating in the Plan for a total of 2,523 and
2,677, 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). During the
years ended December 31, 1996 and 1995 there were 10 and 14 employees
respectively who transferred to the PacifiCorp K Plus Plan.
Fund Participation
__________________
The number of participants in each fund at December 31, 1996 was as
follows:
Basic Fund 2,523
Supplemental:
Fund I - Company Stock Fund 593
Fund II - Equity Investment Fund 557
Fund III - Stable Asset Fund 331
Fund IV - Balanced Fund 207
Loan Fund 819
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
Domestic Common Stock Investment Fund, Fund III is invested in stable asset
investment contracts, Fund IV is invested in the Columbia Trust Company
Domestic 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
______________________
On July 1, 1997, the Plan will be merged into the PacifiCorp K Plus
Plan. The trust shall continue until all of the assets in the trust have been
transferred to the trust of the K Plus Plan. 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 Domestic 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 Domestic 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.
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 Plants investments at December 31, 1996
and 1995 are as follows:
<TABLE>
<CAPTION>
Number of Fair
Investments Shares/Units Value
___________ ____________ _____
<S> <C> <C>
1996
____
PacifiCorp common stock 5,784,112 $ 118,574,303
_____________
Other:
Columbia Trust Company
Common Stock Investment
Fund 732,899 10,157,498
U. S. Trust Company
Capital Preservation
Fund 583,273 547,000
Wells Fargo Bank
Stable Assets Fund
for EBT Retirement Plans 1,659,332 1,659,332
Wells Fargo Bank 3,484,442 3,484,442
Secured Market Deposit Account
Columbia Trust Company
Balanced Investment Fund 117,951 1,077,235
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 6,379,683 6,379,683
_____________
Total Other 23,305,190
_____________
TOTAL $ 141,879,493
=============
</TABLE>
<PAGE>15
3. INVESTMENTS (Continued)
<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>16
3. INVESTMENTS (Continued)
During the year ended December 31, 1996 and 1995, the Plan's investments
(including investments bought, sold, and held during the year) appreciated
(depreciated) in value as follows:
<TABLE>
<CAPTION>
1996 1995
____ ____
Investments
___________
<S> <C> <C>
PacifiCorp common stock $ (3,877,699) $ 16,800,863
Columbia Trust Company:
Common Stock Investment Fund 1,804,738 2,025,756
Balanced Investment Fund 118,115 146,289
____________ ____________
Net appreciation (depreciation)
in fair value $ (1,954,846) $ 18,972,908
============ ============
</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, 1996 and 1995. Participant withdrawals included in the 1996 and
1995 financial statements differ from total participant withdrawals shown on
the Form 5500 for 1996 and 1995 reported to the Department of Labor as
follows:
<TABLE>
<CAPTION>
Total Basic Fund I Fund II Fund III Fund IV
_____ _____ ______ _______ ________ _______
1996
____
<S> <C> <C> <C> <C> <C> <C>
Participants withdrawals
shown on the 1996 statement
of changes in net assets
available for benefits $12,064,460 $9,061,166 $1,201,293 $1,051,644 $693,499 $56,858
Less: Liability due to
participating employees
at December 31, 1995 (2,179,059) (1,652,077) (190,078) (191,468) (140,424) (5,012)
Liability due to participating
employees at December 31,
1996 1,390,059 1,002,728 170,523 81,226 40,950 94,632
___________ __________ __________ __________ ________ ________
Total participant withdrawals
shown on the Form 5500 $11,275,460 $8,411,817 $1,181,738 $ 941,402 $594,025 $146,478
=========== ========== ========== ========== ======== ========
<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 participating
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
========== ========== ======== ======== ========= =======
</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, 1996
<CAPTION>
Number of Historical Current
Units/ Cost of Value
Description Shares Asset of Asset
___________ _________ __________ ________
<S> <C> <C> <C>
PacifiCorp (Party in interest)
common stock 5,784,112 $ 107,449,556 $ 118,574,303
_____________ ____________
Other:
Columbia Trust Company Common
Stock Investment Fund 732,899 8,727,261 10,157,498
U. S. Trust Company
Capital Preservation
Fund 547,000 547,000 547,000
Wells Fargo Bank
Stable Assets Fund
for EBT Retirement Plans 1,659,332 1,659,332 1,659,332
Wells Fargo Bank
Secured Market Deposit Account 3,484,442 3,484,442 3,484,442
Columbia Trust Company
Balanced Investment Fund 117,951 981,359 1,077,235
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 6,379,683 6,379,683 6,379,683
____________ ____________
Total Other 21,779,077 23,305,190
____________ ____________
TOTAL $129,228,633 $141,879,493
============ ============
</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, 1996
<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 81 797,936 $16,739,438 N/A N/A N/A N/A N/A
Distributions to
Participants 28 644,808 N/A $8,273,539 N/A $8,273,539 $8,273,539 NONE
<CAPTION>
SINGLE REPORTABLE TRANSACTION
_____________________________
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>
Columbia Trust
Common Stock
Fund:
Purchases
1 742,959 $8,797,717 N/A N/A N/A N/A N/A
Sales 1 749,636 N/A $8,797,717 N/A $3,641,350 $8,797,717 $5,156,367
</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 June 9, 1997
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, 1996
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>
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS
______________________________________________________________________________
<TABLE>
<CAPTION>
PAGE
____
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-10
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1996:
Item 27a - Schedule of Assets Held for Investment Purposes 11-12
Item 27d - Schedule of Reportable Transactions - Series 13
Item 27d - Schedule of Reportable Transactions - Single 14
Schedules not filed herewith are omitted because of the absence of conditions
under which they are required.
</TABLE>
<PAGE>1
INDEPENDENT AUDITORS' REPORT
PacifiCorp K Plus Employee Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the PacifiCorp K Plus Employee Savings Plan (the "Plan") as of
December 31, 1996 and 1995, 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, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1996 and 1995, 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, 1996, 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 1996 financial statements and, in our opinion, are fairly stated
in all material respects when considered in relation to the basic 1996
financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Portland, Oregon
June 23, 1997
<PAGE>2
<TABLE>
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
______________________________________________________________________________
<CAPTION>
1996 1995
<S> <C> <C>
ASSETS:
Investments at fair value (Note 3):
PacifiCorp common stock $ 68,052,518 $ 69,099,009
Mutual Funds 247,912,805 180,126,286
Guaranteed investment contracts 70,676,640 62,931,727
Temporary cash investments 29,147,248 16,524,124
Participant loans 27,919,472 20,911,145
___________ ___________
Total investments 443,708,683 349,592,291
___________ ___________
Receivables:
Due from brokers for securities sold 269,422 506,425
Dividends and interest 1,079,165 465,830
Participant contributions 803,065 995,351
___________ ___________
Total receivables 2,151,652 1,967,606
___________ ___________
Total assets 445,860,335 351,559,897
___________ ___________
LIABILITIES:
Due to brokers for securities purchased 18,241,797 980,506
Other liabilities - 1,147,904
___________ ___________
Total liabilities 18,241,797 2,128,410
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS $427,618,538 $349,431,487
=========== ===========
<FN>
See notes to financial statements.
</FN>
</TABLE>
<PAGE>3
<TABLE>
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
______________________________________________________________________________
<CAPTION>
1996 1995
<S> <C> <C>
INCREASES TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair value of
investments (Note 4) $ 8,752,952 $ 39,163,119
Dividends 22,168,150 11,952,936
Interest and other investment income 5,905,884 7,452,109
___________ ___________
Total investment income 36,826,986 58,568,164
Participant contributions 31,896,032 31,809,258
Merged from Centralia Mining Company
Thrift Plan (Note 8) 26,076,580 -
Net Transfers and other receipts 178,755 883,810
___________ ___________
Total increases 94,978,353 91,261,232
___________ ___________
DECREASES TO NET ASSETS ATTRIBUTED TO:
Participant withdrawals 16,493,289 19,060,255
Administrative expenses 298,013 459,259
___________ ___________
Total decreases 16,791,302 19,519,514
___________ ___________
NET INCREASE 78,187,051 71,741,718
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 349,431,487 277,689,769
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS
END OF YEAR $427,618,538 $349,431,487
=========== ===========
<FN>
See notes to financial statements.
</FN>
</TABLE>
<PAGE>4
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
______________________________________________________________________________
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 employees of the
Employers, except employees identified as "casual employees" within the
Employer's payroll system, employees covered by a collective bargaining
agreement that does not provide for participation in the Plan, leased
employees, and temporary employees. Qualified employees of the Employers
become eligible to participate after completing one month of service as
defined in the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
PARTICIPANT CONTRIBUTIONS - Participants may elect to contribute a
percentage of their pre-tax annual compensation as defined in the Plan
("Pre-Tax Contributions"). Different percentages can apply to separate
Employers, but in no event will the percentage be more than 16% of
eligible compensation, or 14% for participants eligible to participate in
the PacifiCorp K Plus Employee Stock Ownership Plan.
Each Employer makes a matching contribution each year for each
participant ("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 percentage 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. Matching
contributions are vested based on years of service as follows:
<TABLE>
<CAPTION>
YEARS OF SERVICE PERCENT VESTED
________________ ______________
<S> <C>
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
</TABLE>
PARTICIPANT ACCOUNTS - Each participant's account is credited with
Pre-Tax Contributions, Matching Contributions, where applicable, and an
allocation of the Plan's earnings. Pre-Tax Contributions are
<PAGE>5
credited based on the participant's election, Matching Contributions are
credited according to the formula in the Plan, and Plan earnings are
allocated based on participant account balances.
PARTICIPANT WITHDRAWALS - Vested benefits are payable in a lump sum upon
retirement, termination, death or disability. If the participant's
account balance exceeds $3,500, the participant may defer payment, or
upon retirement, elect installment payments over a specified period of
time not exceeding 15 years from the date of commencement of benefits.
The Plan also provides for withdrawals due to financial hardship.
PARTICIPANT LOANS - Participants may borrow from their account balance a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 100%
of their account balance under the Plan. Loan terms range from 1 to 5
years or up to 15 years for the purchase of a primary residence. The
loans bear interest at a rate commensurate with local prevailing rates
and are secured by the balance in the participant's account and an
assignment of current pay of the participant sufficient to service the
loan.
PLAN TERMINATION - Although it has not expressed any intentions to do so,
the Company may wholly or partially terminate the Plan or direct the
discontinuance of contributions at any time, subject to the provisions of
ERISA.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan are prepared
under the accrual method of accounting.
INVESTMENT VALUATION - The investment in PacifiCorp common stock is
stated at fair value based on published market quotations at year end.
The per share market values of the PacifiCorp common stock at
December 31, 1996 and 1995 were $20.500 and $21.125, respectively. The
Pacific Telecom, Inc. common stock fund was discontinued in 1995 (see
Note 7).
The Plan's investments in guaranteed investment contracts are stated at
contract value which represents contributions made under the contract,
plus earnings, less withdrawals. Management believes that the contract
value approximates fair value for the guaranteed investment contracts.
The average yield to maturity of the guaranteed investment contracts was
6.14% at December 31, 1996 and 6.51% at December 31, 1995. There were no
valuation reserves at December 31, 1996 and 1995. Investments in mutual
funds are stated at fair value based on quoted market prices. Temporary
cash investments and participant loans are stated 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 recorded 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 dated
June 23, 1993 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
<PAGE>6
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, 1996 and 1995, net assets available
for benefits included benefits of $45,880 and $226,267, 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.
PARTICIPANT LOANS - Loan transactions are treated as a transfer between
the investment funds and the Participant Loan Fund.
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 increases and decreases to net assets during the reporting
period. Actual results could differ from those estimates.
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.
3. INVESTMENT PROGRAMS AND FUND INFORMATION
Upon enrollment in the Plan, a participant may direct participant
contributions in any of the following funds:
A. The Equity Fund, which consists primarily of equity investments.
B. The Balanced Fund, which consists primarily of equity investments
and bonds.
C. The Bond Fund, which consists primarily of mortgage-backed
securities, U.S. Treasury bonds, and Corporate bonds.
D. The Stable Asset Fund, which consists primarily of guaranteed
insurance contracts.
E. The PacifiCorp Stock Fund, which consists of PacifiCorp common
stock.
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 Money Market Fund, which consists solely of U.S. Treasury
Securities.
H. The Aggressive Equity Fund, which consists of equity instruments of
smaller and medium sized companies.
I. The International Equity Fund, which consists of equity instruments
of non-U.S. companies.
J. The Life Path Funds, which consist of various proportions of equity
instruments and fixed income and debt instruments. There are five
Life Path Funds from which the participant may choose.
The participant loan fund is used to account for loans to participants.
<PAGE>7
Participant contributions, participant withdrawals/loan disbursements,
and investment income and net assets by fund are as follows for the years
ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Participant contributions:
Equity Fund $ 8,887,126 $ 9,681,817
Balanced Fund 5,228,986 5,314,634
Bond Fund 912,824 1,097,784
Stable Asset Fund 4,147,397 5,244,091
PacifiCorp Stock Fund 5,052,044 6,530,308
Pacific Telecom Stock Fund - 661,002
Money Market Fund 519,696 127,908
Aggressive Equity Fund 5,378,157 953,577
International Equity Fund 821,790 161,520
Life Path 2000 85,659 12,129
Life Path 2010 263,662 75,058
Life Path 2020 280,293 72,887
Life Path 2030 166,816 43,176
Life Path 2040 151,582 29,757
Pending investment account - 1,803,610
__________ __________
Total $31,896,032 $31,809,258
========== ==========
Participant withdrawals/loan disbursements:
Equity Fund $ 4,745,965 $ 7,917,953
Balanced Fund 2,980,129 4,661,321
Bond Fund 527,012 942,736
Stable Asset Fund 7,026,916 9,920,393
PacifiCorp Stock Fund 4,474,127 5,350,586
Pacific Telecom Stock Fund - 1,190,132
Money Market Fund 482,842 83,961
Aggressive Equity Fund 1,456,597 357,925
International Equity Fund 133,625 11,149
Life Path 2000 2,258 22,799
Life Path 2010 81,555 43,220
Life Path 2020 95,681 30,772
Life Path 2030 (2,674) (342)
Life Path 2040 (1,566) 2,977
Pending distribution account 220,040 (326,404)
Participant Loans Fund (5,729,218) (11,148,923)
__________ __________
Total $16,493,289 $ 19,060,255
========== ===========
</TABLE>
<PAGE>8
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Investment income (loss):
Equity Fund $17,750,492 $24,430,637
Balanced Fund 7,649,695 10,527,359
Bond Fund 192,698 1,449,465
Stable Asset Fund 4,421,764 5,231,226
PacifiCorp Stock Fund 1,577,703 13,808,880
Pacific Telecom Stock Fund - 298,704
Money Market Fund 297,565 52,798
Aggressive Equity Fund 2,190,433 1,828,251
International Equity Fund 668,871 56,787
Life Path 2000 36,291 20,079
Life Path 2010 164,279 42,096
Life Path 2020 188,920 43,754
Life Path 2030 104,656 22,954
Life Path 2040 126,373 25,796
Pending distribution account 24,879 9,209
Pending investment account 46,585 19,193
Participant Loans Fund 1,385,782 700,976
__________ __________
Total $36,826,986 $58,568,164
========== ==========
Net assets:
Equity Fund $107,837,715 $ 85,518,672
Balanced Fund 70,972,707 51,911,753
Bond Fund 8,784,708 9,266,955
Stable Asset Fund 80,912,821 77,172,862
PacifiCorp Stock Fund 68,604,714 69,419,732
Pacific Telecom Stock Fund 16 16
Money Market Fund 6,858,004 5,606,052
Aggressive Equity Fund 40,372,116 21,701,823
International Equity Fund 6,291,211 2,212,875
Life Path 2000 609,588 649,226
Life Path 2010 1,914,276 1,020,445
Life Path 2020 1,848,547 904,600
Life Path 2030 1,126,702 373,115
Life Path 2040 1,098,144 415,203
Pending distribution account 138,007 342,712
Pending investment account 2,120,572 1,901,756
Participant Loans Fund 28,128,690 21,013,690
___________ ___________
Total $427,618,538 $349,431,487
=========== ===========
</TABLE>
The pending accounts consist of cash held at year end awaiting investment
or distribution.
<PAGE>9
4. NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
For the years ended December 31, 1996 and 1995, the Plan's investments
appreciated (depreciated) in fair value as follows:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
PacifiCorp common stock $(1,810,979) $ 9,966,263
Pacific Telecom, Inc. common stock - (19,774)
Mutual funds 10,563,931 29,323,374
Guaranteed investment contracts - (106,744)
__________ __________
Net appreciation in fair value
of investments $ 8,752,952 $39,163,119
========== ==========
</TABLE>
5. RELATED-PARTY TRANSACTIONS
Purchases of employer-related stock during the years ended December 31,
1996 and 1995 were as follows:
<TABLE>
<CAPTION>
Pacific Telecom, Inc.
PacifiCorp Common Stock Common Stock
_______________________ ________________________
Number Number
of Shares Cost of Shares Cost
<S> <C> <C> <C> <C>
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 - -
Purchases 369,420 7,440,299 - -
Sales (296,092) (5,552,382) - -
Distributed to participants (24,652) (450,174) - -
_________ __________ ________ __________
Balance, December 31, 1996 3,319,635 $62,744,661 - $ -
========= ========== ======== ==========
</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, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
PacifiCorp Common Stock $ 68,052,518 $69,099,009
Dodge & Cox Balanced Fund 71,016,252 52,060,057
Columbia Management Equity Fund 107,911,041 85,889,537
Putnam New Opportunities Fund 40,416,605 21,712,741
Bankers Trust Pyramid Directed
Account Cash Fund 29,147,248 -
</TABLE>
<PAGE>10
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. MERGER OF CENTRALIA MINING COMPANY THRIFT PLAN
Effective December 31, 1996, the Centralia Mining Company Thrift Plan was
merged into the Plan. As a result of the merger, the net assets available
for benefits of the Centralia Mining Company Thrift Plan were transferred
into the Plan on that date. The assets transferred consisted of
$20,376,281 in cash, 241,253 shares of PacifiCorp common stock valued at
$4,945,687 at December 31, 1996 and participant loan investments totaling
$754,612. Participants of the Centralia Mining Company Thrift Plan became
participants of the Plan effective January 1, 1997.
9. 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. These 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 issuers to honor contractual commitments, and investments in common
stock are subject to changes in market values of the stock.
10. SUBSEQUENT EVENT
Effective July 1, 1997, the Utah Power and Light Company Employee Savings
and Stock Purchase Plan of PacifiCorp will be merged into the Plan.
* * * * * *
<PAGE>11
<TABLE>
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
______________________________________________________________________________
<CAPTION>
SHARES
OR
IDENTITY OF ISSUE, BORROWER, FACE CURRENT
OR SIMILAR PARTY VALUE COST VALUE
<S> <C> <C> <C>
MUTUAL FUNDS:
Dodge & Cox Balanced Fund 1,187,166 $ 64,249,597 $ 71,016,252
PIMCO Total Return Fund 837,644 8,675,250 8,795,260
Columbia Management Equity Fund 5,602,858 101,124,831 107,911,041
Putnam New Opportunities Fund 994,748 37,969,770 40,416,605
T. Rowe Price International Stock Fund 456,604 5,923,294 6,301,134
Vanguard Admiral Funds Inc. 6,862,123 6,862,123 6,862,123
Life Path 2000 Fund 56,217 597,885 609,952
Life Path 2010 Fund 157,861 1,805,386 1,916,439
Life Path 2020 Fund 143,401 1,709,332 1,857,049
Life Path 2030 Fund 82,807 1,049,742 1,127,829
Life Path 2040 Fund 75,906 1,015,407 1,099,121
___________ ___________
Total Mutual Funds 230,982,617 247,912,805
___________ ___________
COMMON STOCK:
* PacifiCorp common stock 3,319,635 62,744,661 68,052,518
___________ ___________
GUARANTEED INVESTMENT CONTRACTS:
Sun Life Assurance, 5.46%, due 12/27/98 2,000,000 2,344,657
Sun Life Assurance, 5.80%, due 3/18/98 1,000,000 1,244,051
First Allmerica Financial Life Ins.,
6.95%, due 5/12/99 843,309 902,053
First Allmerica Financial Life Ins.,
6.95%, due 3/12/99 843,309 902,053
Safeco Life Ins., 7.23%, due 4/3/97 500,000 686,999
Principal Mutual, 5.75%, due 5/29/98 1,000,000 1,231,033
Safeco Life Ins., 6.88%, due 11/10/99 1,333,333 1,391,946
Safeco Life Ins., 6.88%, due 9/11/00 1,333,333 1,391,946
Transamerican Occidental, 5.60%,
due 7/22/00 5,000,000 5,235,263
Life of Virginia, 6.47%, due 11/4/97 1,000,000 1,287,606
Life of Virginia, 5.64%, due 6/30/98 1,500,000 1,819,635
Hartford Life, 7.51%, due 7/27/99 1,000,000 1,192,172
Lincoln National, 6.84%, 2/28/97 500,000 696,145
Prudential Life, 6.95%, due 12/30/97 2,500,000 3,293,835
Prudential Life, 5.61%, due 5/29/98 1,000,000 1,222,800
Protective Life, 6.24%, due 8/27/97 1,000,000 1,021,454
Principal Mutual, 7.40%, due 4/23/99 1,500,000 1,806,996
___________
Forward 23,853,284 27,670,644
(Continued)
</TABLE>
<PAGE>12
<TABLE>
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
______________________________________________________________________________
<CAPTION>
SHARES
OR
IDENTITY OF ISSUE, BORROWER, FACE CURRENT
OR SIMILAR PARTY VALUE COST VALUE
<S> <C> <C> <C>
GUARANTEED INVESTMENT CONTRACTS (Continued):
Forward $ 23,853,284 $ 27,670,644
Lincoln National, 6.75%, due 1/30/98 1,500,000 1,946,245
Nationwide Insurance, 7.20%, due 5/29/97 750,000 1,032,070
Life of Virginia, 7.40%, due 6/28/99 2,000,000 2,394,976
New York Life, 5.63%, due 7/31/98 1,250,000 1,278,921
New York Life, 5.63%, due 4/30/98 1,250,000 1,278,921
Nationwide Insurance, 6.75%, due 10/22/97 1,000,000 1,314,958
Nationwide Insurance, 5.85%, due 9/30/97 333,333 423,498
New York Life, 7.45%, due 7/23/99 750,000 889,907
New York Life, 7.45%, due 9/23/99 750,000 889,907
New York Life, 5.70%, due 11/30/98 2,000,000 2,378,400
New York Life, 5.10%, due 8/31/98 1,500,000 1,762,663
Safeco Life, 6.54%, due 7/1/97 1,200,000 1,590,191
Sun Life Assurance, 6.60%, due 7/31/97 1,000,000 1,332,849
Business Mens Co., 6.53%, due 2/25/98 1,000,000 1,055,194
Allstate Life, 7.00%, due 10/13/97 1,000,000 1,323,001
Business Mens Co., 6.21%, due 2/19/98 1,000,000 1,053,544
Business Mens Co., 5.71%, due 6/9/98 1,500,000 1,540,706
Business Mens Co., 5.93%, due 6/17/98 1,000,000 1,031,744
Business Mens Co., 5.63%, due 1/15/99 1,400,000 1,406,950
Confederation Life, 0.00%, due 6/30/97 1,000,000 1,059,731
Confederation Life, 0.00%, due 6/30/97 1,000,000 1,207,802
Hartford Life, 5.45%, due 9/27/98 3,000,000 3,550,603
Safeco Life, 7.20%, due 3/3/97 500,000 686,130
Safeco Life, 6.88%, due 11/9/00 1,333,333 1,391,946
Bayerische Landesbank Girozentrale,
6.89%, due 3/15/01 4,000,000 4,119,728
Bayerische Landesbank Girozentrale,
6.24%, due 11/15/01 2,000,000 2,007,502
Security Life of Denver, 6.96%, due 7/17/01 3,000,000 3,057,909
___________ ___________
Total Guaranteed Investment Contracts 61,869,950 70,676,640
___________ ___________
PARTICIPANT LOANS:
Interest rates ranging from 6.5% to 12.5%,
maturities ranging from 1/2/97 to 12/26/11 27,919,472 27,919,472
___________ ___________
TEMPORARY CASH INVESTMENTS:
* Bankers Trust Pyramid Directed
Account Cash Fund 29,147,248 29,147,248
___________ ___________
TOTAL INVESTMENTS $412,663,948 $443,708,683
=========== ===========
<FN>
* Denotes parties-in-interest (Concluded)
</FN>
</TABLE>
<PAGE>13
<TABLE>
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS - SERIES
YEAR ENDED DECEMBER 31, 1996
________________________________________________________________________________________________________________________
Transactions reportable as 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 $134,406,233 $ - $ - $ - $134,406,233 $134,406,233 $ -
*Bankers Trust BT Pyramid Directed
Account Cash Fund - 122,169,975 - - 122,169,975 122,169,975 -
*Bankers Trust Dodge & Cox
Balanced Fund 22,114,392 - - - 22,114,392 22,114,392 -
*Bankers Trust Dodge & Cox
Balanced Fund - 8,214,021 - - 7,542,908 8,214,021 671,113
*Bankers Trust Columbia Common
Stock Fund Inc. 32,369,450 - - - 32,369,450 32,369,450 -
*Bankers Trust Columbia Common
Stock Fund Inc. - 13,397,610 - - 11,256,302 13,397,610 2,141,308
*Bankers Trust Putnam New Oppor-
tunities Fund 30,246,715 - - - 30,246,715 30,246,715 -
*Bankers Trust Putnam New Oppor-
tunities Fund - 13,417,771 - - 12,181,907 13,417,771 1,235,864
<FN>
*Denotes party-in-interest.
</FN>
</TABLE>
<PAGE>14
<TABLE>
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS - SINGLE
YEAR ENDED DECEMBER 31, 1996
________________________________________________________________________________________________________________________
Transactions reportable as 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>
*Bankers Trust BT Pyramid Directed
Account Cash Fund $21,885,456 $ - $ - $ - $21,885,456 $21,885,456 $ -
<FN>
*Denotes party-in-interest.
</FN>
</TABLE>
<PAGE>15
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/WILLIAM E. PERESSINI
William E. Peressini, Committee Member
June 25, 1997
