<PAGE>
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, 1997
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
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
7.70% Cumulative Quarterly Income New York Stock Exchange
Preferred Securities, Series B,
of PacifiCorp Capital II
<PAGE>
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, 1998, the aggregate market value of the shares of voting
and nonvoting common equity of the Registrant held by nonaffiliates was
approximately $7.4 billion.
As of March 1, 1998, there were 297,215,100 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, 1997 are incorporated by reference in Parts I and
II.
Portions of the proxy statement of the Registrant for the 1998 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:
*(2) -- Stock Purchase Agreement, dated as of June 11, 1997, by and
among PacifiCorp Holdings, Inc., Pacific Telecom, Inc., Century
Telephone Enterprises, Inc. and Century Cellunet, Inc.
(Incorporated by reference to Exhibit 2.1 of Century Telephone
Enterprises, Inc.'s Current Report on Form 8-K dated June 11,
1997, File No. 1-7784).
*(3)a -- Third Restated Articles of Incorporation of the Company (Exhibit
(3)b, Form 10-K for the fiscal year ended December 31, 1996,
File No. 1-5152).
*(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; Exhibit (4)b, Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5152).
*(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).
33
<PAGE>
*+(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 -- PacifiCorp Executive Incentive Program (Exhibit (10)d, Form 10-K
for the fiscal year ended December 31, 1996, File No. 1-5152).
*+(10)d -- 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)e -- PacifiCorp Long Term Incentive Plan, 1993 Restatement (Exhibit
10G, Form 10-K for the year ended December 31, 1993, File No.
0-873).
*+(10)f -- 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)g -- PacifiCorp Supplemental Executive Retirement Plan, as amended.
*+(10)h -- 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)i -- 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)j -- 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)k -- PacifiCorp Stock Incentive Plan dated August 14, 1996, as
amended (Exhibit (10)n, Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5152).
*+(10)l -- Form of Restricted Stock Agreement under PacifiCorp Stock
Incentive Plan Exhibit (10)o, Form 10-K for the fiscal year
ended December 31, 1996, File No. 1-5152).
*+(10)m -- PacifiCorp Executive Severance Plan (Exhibit (10)p, Form 10-K
for the fiscal year ended December 31, 1996, File No. 1-5152).
*(10)n -- 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)o -- 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
34
<PAGE>
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, 1997 incorporated by reference
herein (Exhibit 99(c), Form 8-K dated March 3, 1998, File No.
1-5152).
(21) -- Subsidiaries (See page S-3).
(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.
(24) -- Powers of Attorney.
(27) -- Financial Data Schedule (filed electronically only).
(99) -- Annual Report on Form 11-K of the PacifiCorp K Plus Employee
Savings Plan for the fiscal year ended December 31, 1997.
- -----------
*Incorporated herein by reference.
+This exhibit constitutes a management contract or compensatory plan or
arrangement.
(b) Reports on Form 8-K.
On Form 8-K dated December 1, 1997, under "Item 2. Acquisition or
Disposition of Assets," the Company announced the completion of the PTI
sale to Century Telephone Enterprises, Inc.
On Form 8-K dated December 19, 1997, under "Item 5. Other Events," the
Company filed a news release reporting the unconditional approval from
the U.K. Government that allowed it to make a new bid for The Energy
Group.
On Form 8-K dated January 12, 1998, under "Item 5. Other Events," the
Company filed a news release announcing a work force reduction, Glenrock
mine closure and other charges.
On Form 8-K dated January 27, 1998, under "Item 5. Other Events," the
Company filed a news release reporting its 1997 financial results.
On Form 8-K dated February 3, 1998, under "Item 5. Other Events," the
Company filed both a news release and joint announcement relating to its
offer to purchase all outstanding shares of The Energy Group.
On Form 8-K dated March 3, 1998, under "Item 5. Other Events," the
Company filed news releases: (a) reporting the proposed cash offer by a
subsidiary of the Company of 820 pence per share for all outstanding
shares of The Energy Group ("TEG") and (b) an increased offer of 840
pence per share for all outstanding shares of TEG by Texas Utilities
35
<PAGE>
Company. The Company also filed the audited, 1997 consolidated financial
statements and related footnotes of PacifiCorp and its subsidiaries.
(c) See (a) 3. above.
(d) See (a) 2. above.
36
<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 RICHARD T. O'BRIEN
__________________________________
Richard T. O'Brien
Senior Vice President and
Chief Financial Officer
Date: June 30, 1998
37
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT DESCRIPTION PAGE
_______ ___________ ____
<S> <C> <C>
(23)b Consent of Independent Public Accountants for the
K Plus Form 11-K (filed electronically)
(99) Annual Report on Form 11-K of the PacifiCorp
K Plus Employee Savings Plan for the fiscal
year ended December 31, 1997 (filed electronically)
</TABLE>
<PAGE>
Deloitte &
Touche LLP
___________ _____________________________________________________
Suite 3900 Telephone:(503)222-1341
111 S.W. Fifth Avenue Facsimile:(503)224-2172
Portland, Oregon 97204-3698
EXHIBIT (23)b
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 12, 1998, appearing in this
Annual Report on Form 11-K of the PacifiCorp K Plus Employee Savings Plan for
the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
June 26, 1998
<PAGE>
EXHIBIT (99)
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, 1997
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, 1997 AND 1996:
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, 1997:
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
To the Trustees of
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, 1997 and 1996, 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 as of December 31,
1997 and 1996, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying 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. These supplemental schedules are the
responsibility of the Plan's management. The schedules have been subjected to
the auditing procedures applied in our audit of the basic 1997 financial
statements and, in our opinion, are fairly stated in all material respects
when considered in relation to the basic 1997 financial statements taken as a
whole.
DELOITTE & TOUCHE LLP
June 12, 1998
<PAGE>2
<TABLE>
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
______________________________________________________________________________
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS:
Investments at fair value (Notes 3 and 6):
PacifiCorp common stock $223,167,149 $ 68,052,518
Mutual Funds 332,279,712 247,912,805
Guaranteed investment contracts 75,018,303 70,676,640
Temporary cash investments 9,016,012 29,147,248
Participant loans 32,076,981 27,919,472
___________ ___________
Total investments 671,558,157 443,708,683
___________ ___________
Receivables:
Due from brokers for securities sold 53,793,960 269,422
Dividends and interest 1,605,639 1,079,165
Participant contributions - 803,065
___________ ___________
Total receivables 55,399,599 2,151,652
___________ ___________
Total assets 726,957,756 445,860,335
___________ ___________
LIABILITIES -
Due to brokers for securities purchased 4,521,879 18,241,797
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS $722,435,877 $427,618,538
=========== ===========
<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, 1997 AND 1996
______________________________________________________________________________
<CAPTION>
1997 1996
<S> <C> <C>
INCREASES TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair value of
investments $102,850,752 $ 8,752,952
Dividends 33,301,828 22,168,150
Interest 7,039,019 5,905,884
___________ ___________
Total investment income 143,191,599 36,826,986
Participant contributions 41,568,843 31,896,032
Merged from Centralia Mining Company
Thrift Plan (Note 7) - 26,076,580
Merged from Utah Power & Light Savings
and Stock Purchase Plan of PacifiCorp
(Note 7) 156,965,997 -
Other receipts - 178,755
___________ ___________
Total increases 341,726,439 94,978,353
___________ ___________
DECREASES TO NET ASSETS ATTRIBUTED TO:
Participant withdrawals 38,230,432 16,493,289
Administrative expenses 405,327 298,013
Other disbursements 8,273,341 -
___________ ___________
Total decreases 46,909,100 16,791,302
___________ ___________
NET INCREASE 294,817,339 78,187,051
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 427,618,538 349,431,487
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS
END OF YEAR $722,435,877 $427,618,538
=========== ===========
<FN>
See notes to financial statements.
</FN>
</TABLE>
<PAGE>4
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
______________________________________________________________________________
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
Employers' payroll systems, 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 document. 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 net earnings or losses. Pre-Tax Contributions
are credited based on the participant's election, Matching Contributions
are credited
<PAGE>5
according to the formula defined in the Plan document, 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, except
for some loans which are transferred in from other plans which keep the
existing terms. 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, 1997 and 1996 were $27.313 and $20.500, respectively. The
Plan's investments in guaranteed investment contracts are stated at
contract value which represents contributions made under the contract,
plus earnings, less withdrawals. Plan 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 6.39% at December 31, 1997 and 6.14% at December 31, 1996.
There were no valuation reserves at December 31, 1997 and 1996.
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.
TAX STATUS - 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, Plan management 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.
<PAGE>6
BENEFITS PAYABLE - As of December 31, 1997 and 1996, net assets available
for benefits included benefits of approximately $74,000,000 and $45,000,
respectively, due to participants who have withdrawn from participation
in the Plan.
On December 31, 1997, Pacific Telecom, Inc. ("PTI") active employees
ceased participation in the Plan as a result of the sale of PTI, a
subsidiary of PacifiCorp, to Century Telephone Enterprises, Inc.
("Century") effective November 30, 1997. These participants' balances
totaling approximately $74,000,000 were transferred to a similar plan
sponsored by Century.
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.
3. INVESTMENT PROGRAMS AND BY 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 Money Market Fund, which consists solely of U.S. treasury
securities.
G. The Aggressive Equity Fund, which consists of equity instruments of
smaller and medium sized companies.
H. The International Equity Fund, which consists of equity instruments
of non-U.S. companies.
I. 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
Net assets, investment income, participant contributions, and participant
withdrawals/loan disbursements by fund are as follows for the years ended
December 31, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Net assets:
Equity Fund $172,375,714 $107,837,715
Balanced Fund 100,996,070 70,972,707
Bond Fund 12,524,889 8,784,708
Stable Asset Fund 85,742,096 80,912,821
PacifiCorp Stock Fund 223,664,651 68,604,714
Pacific Telecom Stock Fund - 16
Money Market Fund 9,409,296 6,858,004
Aggressive Equity Fund 51,066,856 40,372,116
International Equity Fund 8,608,728 6,291,211
Life Path 2000 1,444,602 609,588
Life Path 2010 5,452,597 1,914,276
Life Path 2020 5,508,703 1,848,547
Life Path 2030 3,954,200 1,126,702
Life Path 2040 7,040,971 1,098,144
Pending distribution account 164,116 138,007
Pending investment account 2,401,665 2,120,572
Participant Loans Fund 32,080,723 28,128,690
___________ ___________
Total $722,435,877 $427,618,538
=========== ===========
Investment income:
Equity Fund $ 29,156,573 $ 17,750,492
Balanced Fund 15,469,098 7,649,695
Bond Fund 1,004,152 192,698
Stable Asset Fund 5,596,940 4,421,764
PacifiCorp Stock Fund 78,855,177 1,577,703
Money Market Fund 385,281 297,565
Aggressive Equity Fund 8,521,807 2,190,433
International Equity Fund 89,264 668,871
Life Path 2000 72,643 36,291
Life Path 2010 457,833 164,279
Life Path 2020 577,578 188,920
Life Path 2030 354,946 104,656
Life Path 2040 537,837 126,373
Pending distribution account 40,173 24,879
Pending investment account 60,456 46,585
Participant Loans Fund 2,011,841 1,385,782
___________ ___________
Total $143,191,599 $ 36,826,986
=========== ===========
</TABLE>
<PAGE>8
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Participant contributions:
Equity Fund $10,703,407 $ 8,887,126
Balanced Fund 6,630,115 5,228,986
Bond Fund 840,904 912,824
Stable Asset Fund 4,335,619 4,147,397
PacifiCorp Stock Fund 10,198,629 5,052,044
Money Market Fund 570,108 519,696
Aggressive Equity Fund 5,558,156 5,378,157
International Equity Fund 1,143,822 821,790
Life Path 2000 85,033 85,659
Life Path 2010 390,043 263,662
Life Path 2020 425,079 280,293
Life Path 2030 279,841 166,816
Life Path 2040 408,087 151,582
__________ __________
Total $41,568,843 $31,896,032
========== ==========
Participant withdrawals:
Equity Fund $ 7,447,532 $ 4,745,965
Balanced Fund 4,601,860 2,980,129
Bond Fund 717,351 527,012
Stable Asset Fund 10,757,919 7,026,916
PacifiCorp Stock Fund 11,073,305 4,474,127
Money Market Fund 2,153,372 482,842
Aggressive Equity Fund 2,737,408 1,456,597
International Equity Fund 250,003 133,625
Life Path 2000 7,631 2,258
Life Path 2010 195,655 81,555
Life Path 2020 109,943 95,681
Life Path 2030 138,654 (2,674)
Life Path 2040 86,881 (1,566)
Pending distribution account 106,749 220,040
Participant Loans Fund (2,153,831) (5,729,218)
__________ __________
Total $38,230,432 $16,493,289
========== ===========
</TABLE>
The pending accounts consist of cash held at year end awaiting investment
or distribution.
4. NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
For the years ended December 31, 1997 and 1996, the Plan's investments
appreciated (depreciated) in fair value as follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
PacifiCorp common stock $ 72,355,508 $(1,810,979)
Mutual funds 29,770,833 10,563,931
Guaranteed investment contracts 724,411 -
___________ __________
Net appreciation in fair value
of investments $102,850,752 $ 8,752,952
=========== ==========
</TABLE>
<PAGE>9
5. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of PacifiCorp common stock and
Bankers Trust Pyramid Direct Account Cash Fund. PacifiCorp is the Plan
Sponsor and Bankers Trust is the Trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest.
Purchases of employer-related stock during the years ended December 31,
1997 and 1996 were as follows:
<TABLE>
<CAPTION>
PacifiCorp Common Stock
_______________________
Number
of Shares Cost
<S> <C> <C>
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
Purchases and transfers in 7,354,153 139,594,094
Sales (2,400,583) (44,572,489)
Distributed to participants (102,475) (1,642,417)
__________ ___________
Balance, December 31, 1997 8,170,730 $156,123,849
========== ===========
</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, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
PacifiCorp Common Stock $223,167,149 $ 68,052,518
Dodge & Cox Balanced Fund 87,673,966 71,016,252
Columbia Management Equity Fund 151,552,744 107,911,041
Putnam New Opportunities Fund 44,679,604 40,416,605
Bankers Trust Pyramid Directed
Account Cash Fund N/A 29,147,248
Morley Stable Asset Fund 85,723,257 N/A
</TABLE>
7. MERGERS FROM OTHER PLANS
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.
<PAGE>10
Effective July 1, 1997, the Utah Power & Light Company Savings and Stock
Purchase Plan of PacifiCorp ("UP&L Plan") was merged into the Plan. As a
result of the merger, the net assets available for benefits of the UP&L
Plan were transferred into the Plan on that date. The assets transferred
consisted of $29,564 in cash, 5,951,200 shares of PacifiCorp common stock
valued at $131,298,350 at July 1, 1997, participant loan investment
balances totaling $6,662,667, equity funds totaling $12,072,786, balanced
funds totaling $1,189,797, and stable asset funds totaling $5,712,833.
Participants of the UP&L Plan became participants of the Plan as of
July 1, 1997.
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. 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.
* * * * * *
<PAGE>11
<TABLE>
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
______________________________________________________________________________
<CAPTION>
SHARES
(b) IDENTITY OF ISSUE, BORROWER, OR (e)
OR SIMILAR PARTY/ FACE (d) CURRENT
(a) (c) DESCRIPTION OF INVESTMENT VALUE COST VALUE
<S> <C> <C> <C>
COMMON STOCK:
* PacifiCorp common stock 8,170,730 $156,123,849 $223,167,149
___________ ___________
MUTUAL FUNDS:
Dodge & Cox Balanced Fund 1,312,878 76,160,580 87,673,966
PIMCO Total Return Fund 927,308 9,972,233 9,829,465
Columbia Management Equity Fund 6,882,504 135,316,209 151,552,744
Morley Stable Asset Fund 145,083 3,947,458 4,270,232
Putnam New Opportunities Fund 918,389 37,624,065 44,679,604
T. Rowe Price International
Stock Fund 607,952 8,395,368 8,158,712
Vanguard Admiral Funds Inc. 7,124,091 7,124,091 7,124,091
Life Path 2000 Fund 120,564 1,367,582 1,358,762
Life Path 2010 Fund 316,770 4,033,891 4,213,043
Life Path 2020 Fund 301,768 4,129,617 4,472,202
Life Path 2030 Fund 199,169 3,072,104 3,232,514
Life Path 2040 Fund 330,120 5,632,528 5,714,377
___________ ___________
Total Mutual Funds 296,775,726 332,279,712
___________ ___________
GUARANTEED INVESTMENT CONTRACTS:
Commonwealth Life Insurance, 6.46%, 10/24/02 3,500,000 3,541,664
Sun Life Assurance, 5.46%, due 12/27/98 2,000,000 2,472,675
Sun Life Assurance, 5.80%, due 3/18/98 1,000,000 1,316,206
First Allmerica Financial Life Ins., 6.95%,
due 5/12/99 843,309 964,745
First Allmerica Financial Life Ins., 6.95%,
due 3/12/99 843,309 964,745
Principal Mutual, 5.75%, due 5/29/98 500,000 650,909
Safeco Life Ins., 6.88%, due 11/10/99 1,333,333 1,487,712
Safeco Life Ins., 6.88%, due 9/11/00 1,333,333 1,487,712
Transamerican Occidental, 5.60%, due 7/22/00 3,750,000 4,146,328
Life of Virginia, 5.64%, due 6/30/98 1,500,000 1,922,263
Hartford Life, 7.51%, due 7/27/99 1,000,000 1,281,704
Prudential Life, 5.61%, due 5/29/98 1,000,000 1,291,402
Principal Mutual, 7.40%, due 4/23/99 1,500,000 1,940,714
___________ ___________
Forward 20,103,284 23,468,779
(Continued)
</TABLE>
<PAGE>12
<TABLE>
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
______________________________________________________________________________
<CAPTION>
SHARES
(b) IDENTITY OF ISSUE, BORROWER, OR (e)
OR SIMILAR PARTY/ FACE (d) CURRENT
(a) (c) DESCRIPTION OF ASSET VALUE COST VALUE
<S> <C> <C> <C>
GUARANTEED INVESTMENT CONTRACTS (Continued):
Forward $ 20,103,284 $ 23,468,779
Lincoln National, 6.75%, due 1/7/98 1,500,000 2,079,849
Life of Virginia, 7.40%, due 6/28/99 2,000,000 2,572,205
New York Life, 5.63%, due 8/31/98 833,333 862,190
New York Life, 5.63%, due 4/30/98 833,333 862,190
New York Life, 7.45%, due 7/23/99 750,000 956,206
New York Life, 7.45%, due 9/23/99 750,000 956,206
New York Life, 5.70%, due 10/29/99 1,333,333 1,679,788
New York Life, 5.10%, due 4/30/99 1,000,000 1,237,558
Business Mens Co., 6.53%, due 2/25/98 500,000 516,738
Business Mens Co., 6.21%, due 2/19/98 500,000 509,918
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 1,407,161
Hartford Life, 5.45%, due 9/27/98 3,000,000 3,744,110
Safeco Life, 6.88%, due 11/9/00 1,333,333 1,487,712
Bayerische Landesbank Girozentrale,
6.89%, due 3/15/01 4,000,000 4,264,274
Security Life of Denver, 6.70%, due 3/1/02 4,500,000 4,782,768
TransAmerica Occidental Life, 7.22%, due 5/15/02 3,000,000 3,156,351
Principal Mutual Life, 7.20%, due 9/3/02 2,000,000 2,093,953
Principal Mutual Life, 6.34%, due 2/15/02 3,500,000 3,507,671
Commonwealth Life Ins. Co., 6.38%, due 10/24/01 3,000,000 3,050,750
Metropolitan Life Ins. Co., 6.55%, due 12/16/02 4,000,000 4,118,529
Bayerische Landesbank Girozentrale,
6.24%, due 11/15/01 2,000,000 2,036,585
Security Life of Denver, 6.96%, due 7/17/01 3,000,000 3,094,362
___________ ___________
Total Guaranteed Investment Contracts 67,336,616 75,018,303
___________ ___________
PARTICIPANT LOANS:
Interest rates ranging from 6.5% to 12.5%,
maturities ranging from 1/5/98 to 6/30/2017 32,076,981 32,076,981
___________ ___________
TEMPORARY CASH INVESTMENTS:
* Bankers Trust Pyramid Directed
Account Cash Fund 9,016,012 9,016,012
___________ ___________
TOTAL INVESTMENTS $561,329,184 $671,558,157
=========== ===========
<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, 1997
________________________________________________________________________________________________________________________
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 $225,255,601 $ - $ - $ - $225,255,601 $225,255,601 $ -
*Bankers Trust BT Pyramid Directed
Account Cash Fund - 235,265,131 - - 235,265,131 235,265,131 -
Bankers Trust Dodge & Cox
Balanced Fund 64,985,261 - - - 64,985,261 64,985,261 -
Bankers Trust Dodge & Cox
Balanced Fund - 35,520,393 - - 30,793,883 35,520,393 4,726,510
Bankers Trust Columbia Common
Stock Fund Inc. 31,010,077 - - - 31,010,077 31,010,077 -
Bankers Trust Columbia Common
Stock Fund Inc. - 22,312,883 - - 19,099,095 22,312,883 3,213,788
Bankers Trust Putnam New Oppor-
tunities Fund 19,655,472 - - - 19,655,472 19,655,472 -
Bankers Trust Putnam New Oppor-
tunities Fund - 22,814,900 - - 20,173,514 22,814,900 2,641,386
*Bankers Trust PacifiCorp Common
Stock 139,594,094 - - - 139,594,094 139,594,094 -
*Bankers Trust PacifiCorp Common
Stock - 54,591,374 - - 46,214,906 54,591,374 8,376,468
<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, 1997
________________________________________________________________________________________________________________________
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 $61,049,411 $ - $ - $ - $61,049,411 $61,049,411 $ -
*Bankers Trust BT Pyramid Directed
Account Cash Fund - 81,082,262 - - 81,082,262 81,082,262 -
*Bankers Trust BT Pyramid Directed
Account Cash Fund 28,154,092 - - - 28,154,092 28,154,092 -
*Bankers Trust BT Pyramid Directed
Account Cash Fund - 28,475,769 - - 28,475,769 28,475,769 -
*Bankers Trust BT Pyramid Directed
Account Cash Fund 49,465,937 - - - 49,465,937 49,465,937 -
*Bankers Trust BT Pyramid Directed
Account Cash Fund - 49,023,757 - - 49,023,757 49,023,757 -
*Bankers Trust BT Pyramid Directed
Account Cash Fund 60,506,630 - - - 60,506,630 60,506,630 -
*Bankers Trust BT Pyramid Directed
Account Cash Fund - 60,577,876 - - 60,577,876 60,577,876 -
<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 30, 1998
