<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
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)
825 N.E. Multnomah, Portland, Oregon 97232
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 813-5000
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. [X]
On February 1, 1999, the aggregate market value of the shares of voting
and nonvoting common equity of the Registrant held by nonaffiliates was
approximately $6.5 billion.
As of March 1, 1999, there were 297,331,433 shares of the Registrant's
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. The list of all financial statements filed as a part of this report is
included in ITEM 8.
2. Schedules:*
- ----------
* All schedules have been omitted because of the absence of the
conditions under which they are required or because the required
information is included elsewhere in the financial statements included
under ITEM 8.
3. Exhibits:
*(2)a -- Agreement and Plan of Merger, dated as of December 6, 1998, by
and among Scottish Power plc, NA General Partnership, Scottish
Power NA 1 Limited and Scottish Power NA 2 Limited.
(Incorporated by reference to Exhibit 1 to the Form 6-K, dated
December 11, 1998, filed by Scottish Power plc, File No. 1-
14676).
(2)b -- Amended and Restated Agreement and Plan of Merger, dated as of
December 6, 1998, as amended as of January 29, 1999 and February
9, 1999, and amended and restated as of February 23, 1999, by
and among New Scottish Power PLC, Scottish Power plc, NA General
Partnership and PacifiCorp.
*(2)c -- 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 amended November 18, 1998.
*(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
32
<PAGE>
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)b -- Thirteenth Supplemental Indenture, dated as of November 1, 1998.
*(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, as amended
(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.
*+(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, as
amended.
*+(10)f -- Form of Restricted Stock Agreement under PacifiCorp Long-Term
Incentive Plan, 1993 Restatement, as amended (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
33
<PAGE>
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, as amended (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.
+(10)l -- Form of Restricted Stock Agreement under PacifiCorp Stock
Incentive Plan, as amended.
+(10)m -- PacifiCorp 1998 Restricted Stock Program.
+(10)n -- Form of Nonstatutory Stock Option Agreement under PacifiCorp
Stock Incentive Plan.
+(10)o -- PacifiCorp Executive Severance Plan, as amended.
+(10)p -- Severance Agreement between PacifiCorp and Frederick W. Buckman
dated as of September 18, 1998.
+(10)q -- Employment Agreement between PacifiCorp and Keith R. McKennon
dated as of December 4, 1998.
*(10)r -- 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)s -- 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).
(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.
34
<PAGE>
(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, 1998.
- -----------
*Incorporated herein by reference.
+This exhibit constitutes a management contract or compensatory plan or
arrangement.
#Filed with Amendment No. 2.
(b) Reports on Form 8-K.
On Form 8-K and Form 8-K/A Amendment No. 1 dated December 7, 1998, under
"Item 5. Other Events," the Company filed a news release concerning a merger
agreement between the Company, Scottish Power plc, NA General Partnership,
Scottish Power NA 1 Limited and Scottish Power NA 2 Limited.
On Form 8-K, dated February 16, 1999, under "Item 5. Other Events," the
Company filed a news release announcing an agreement to sell TPC Corporation.
(c) See (a) 3. above.
(d) See (a) 2. above.
35
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
PacifiCorp
/s/ROBERT R. DALLEY
By_______________________________________
Robert R. Dalley
(Controller and Chief Accounting Officer)
Date: June 29, 1999
36
<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, 1998 (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 of PacifiCorp on Form S-8 of our report dated June 18, 1999,
appearing in this Annual Report on Form 11-K of the PacifiCorp K Plus Employee
Savings Plan for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
June 25, 1999
<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, 1998
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
825 N.E. Multnomah
Suite 2000
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, 1998 AND 1997:
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, 1998:
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, 1998 and 1997, 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,
1998 and 1997, 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 1998 financial
statements and, in our opinion, are fairly stated in all material respects
when considered in relation to the basic 1998 financial statements taken as a
whole.
June 18, 1999
<PAGE>2
<TABLE>
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
______________________________________________________________________________
<CAPTION>
1998 1997
<S> <C> <C>
ASSETS:
Investments at fair value (Notes 3 and 6):
PacifiCorp common stock (Note 5) $137,706,819 $223,167,149
Mutual Funds 377,098,651 332,279,712
Guaranteed investment contracts 71,796,831 75,018,303
Temporary cash investments 10,527,899 9,016,012
Participant loans 31,779,309 32,076,981
___________ ___________
Total investments 628,909,509 671,558,157
___________ ___________
Receivables:
Due from brokers for securities sold 247,866 53,793,960
Dividends and interest 651,717 1,605,639
___________ ___________
Total receivables 899,583 55,399,599
___________ ___________
Total assets 629,809,092 726,957,756
___________ ___________
LIABILITIES - Due to brokers for
securities purchased 1,767,237 4,521,879
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS $628,041,855 $722,435,877
=========== ===========
<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, 1998 AND 1997
______________________________________________________________________________
<CAPTION>
1998 1997
<S> <C> <C>
INCREASES (DECREASES) TO NET ASSETS ATTRIBUTED TO:
Investment income (Note 3):
Net appreciation (depreciation) in fair
value of investments (Note 4) $(16,073,242) $102,850,752
Dividends 28,270,948 33,301,828
Interest 7,087,821 7,039,019
___________ ___________
Total investment income 19,285,527 143,191,599
Participant contributions 49,890,267 41,568,843
Merged from Utah Power & Light Savings
and Stock Purchase Plan of PacifiCorp
(Note 7) - 156,965,997
Transfers and other receipts 3,820,772 -
___________ ___________
Total increases 72,996,566 341,726,439
___________ ___________
DECREASES TO NET ASSETS ATTRIBUTED TO:
Participant withdrawals 93,525,244 38,230,432
Administrative expenses 297,494 405,327
Transfers to Century Plan (Note 2) 73,567,850 8,273,341
___________ ___________
Total decreases 167,390,588 46,909,100
___________ ___________
NET INCREASE (DECREASE) (94,394,022) 294,817,339
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 722,435,877 427,618,538
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS
END OF YEAR $628,041,855 $722,435,877
=========== ===========
<FN>
See notes to financial statements.
</FN>
</TABLE>
<PAGE>4
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
______________________________________________________________________________
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 certain participants eligible to
participate in the PacifiCorp K Plus Employee Stock Ownership Plan due to
Internal Revenue Service regulations.
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 $5,000, 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 50%
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, 1998 and 1997 were $21.0625 and $27.313, 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
6.6% at December 31, 1998 and 6.39% at December 31, 1997. There were no
valuation reserves at December 31, 1998 and 1997. 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, 1998 and 1997, net assets available
for benefits included benefits of zero and $73,567,850, respectively, due
to participants who have withdrawn from participation in the Plan.
On November 30, 1997, Pacific Telecom, Inc. ("PTI") active employees
ceased participation in the Plan as a result of the sale of PTI, an
indirect subsidiary of PacifiCorp, to Century Telephone Enterprises, Inc.
("Century"). These participants' balances totaling $73,567,850 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
investment 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.
J. The S&P 500 Index Fund, which consists primarily of a fund investing
in a portfolio of common stocks designed to match the overall return
of the S&P 500 index.
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, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Net assets:
Equity Fund $162,427,800 $172,375,714
Balanced Fund 82,713,662 100,996,070
Bond Fund 16,675,702 12,524,889
Stable Asset Fund 81,424,097 85,742,096
PacifiCorp Stock Fund 139,095,633 223,664,651
Money Market Fund 8,609,855 9,409,296
Aggressive Equity Fund 54,343,416 51,066,856
International Equity Fund 7,828,574 8,608,728
Life Path 2000 1,591,290 1,444,602
Life Path 2010 6,160,978 5,452,597
Life Path 2020 6,695,223 5,508,703
Life Path 2030 5,754,979 3,954,200
Life Path 2040 10,272,015 7,040,971
S&P 500 Index Fund 9,593,719 -
Pending distribution account 724,149 164,116
Pending investment account 2,344,591 2,401,665
Participant Loans Fund 31,786,172 32,080,723
___________ ___________
Total $628,041,855 $722,435,877
=========== ===========
Investment income:
Equity Fund $ 28,579,511 $ 29,156,573
Balanced Fund 5,336,895 15,469,098
Bond Fund 1,215,421 1,004,152
Stable Asset Fund 5,094,362 5,596,940
PacifiCorp Stock Fund (40,191,520) 78,855,177
Money Market Fund 391,965 385,281
Aggressive Equity Fund 9,922,752 8,521,807
International Equity Fund 1,142,891 89,264
Life Path 2000 148,975 72,643
Life Path 2010 819,052 457,833
Life Path 2020 1,027,759 577,578
Life Path 2030 912,364 354,946
Life Path 2040 1,706,073 537,837
S&P 500 Index Fund 984,372 -
Pending distribution account 69,015 40,173
Pending investment account 99,977 60,456
Participant Loans Fund 2,025,663 2,011,841
___________ ___________
Total $ 19,285,527 $143,191,599
=========== ===========
</TABLE>
<PAGE>8
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Participant contributions:
Equity Fund $14,107,975 $10,703,407
Balanced Fund 8,946,671 6,630,115
Bond Fund 1,596,601 840,904
Stable Asset Fund 6,299,826 4,335,619
PacifiCorp Stock Fund 7,367,260 10,198,629
Money Market Fund 1,092,508 570,108
Aggressive Equity Fund 5,783,405 5,558,156
International Equity Fund 1,027,049 1,143,822
Life Path 2000 308,773 85,033
Life Path 2010 794,925 390,043
Life Path 2020 725,090 425,079
Life Path 2030 611,194 279,841
Life Path 2040 1,131,385 408,087
S&P 500 Index Fund 97,605 -
__________ __________
Total $49,890,267 $41,568,843
========== ==========
Participant withdrawals:
Equity Fund $23,356,336 $ 7,447,532
Balanced Fund 14,602,271 4,601,860
Bond Fund 2,634,958 717,351
Stable Asset Fund 18,104,904 10,757,919
PacifiCorp Stock Fund 17,494,135 11,073,305
Money Market Fund 7,576,660 2,153,372
Aggressive Equity Fund 5,026,563 2,737,408
International Equity Fund 930,464 250,003
Life Path 2000 562,698 7,631
Life Path 2010 915,746 195,655
Life Path 2020 328,706 109,943
Life Path 2030 295,868 138,654
Life Path 2040 779,153 86,881
S&P 500 Index Fund 133,285 -
Pending distribution account (491,056) 106,749
Participant Loans Fund 1,274,553 (2,153,831)
__________ __________
Total $93,525,244 $38,230,432
========== ===========
</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, 1998 and 1997, the Plan's investments
appreciated (depreciated) in fair value as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
PacifiCorp common stock $(47,380,758) $ 72,355,508
Mutual funds 31,307,516 30,495,244
___________ ___________
Net appreciation (depreciation)
in fair value of investments $(16,073,242) $102,850,752
=========== ===========
</TABLE>
5. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of PacifiCorp common stock and the
Bankers Trust Pyramid Direct Account Cash Fund and Pyramid Equity Index
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,
1998 and 1997 were as follows:
<TABLE>
<CAPTION>
PacifiCorp Common Stock
_______________________
Number
of Shares Cost
<S> <C> <C>
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
Purchases and transfers in 1,121,284 23,208,724
Sales (2,516,185) (48,803,676)
Distributed to participants (237,975) (4,541,255)
__________ ___________
Balance, December 31, 1998 6,537,854 $125,987,642
========== ===========
</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, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
PacifiCorp Common Stock $137,706,819 $223,167,149
Dodge & Cox Balanced Fund 82,720,847 87,673,966
Columbia Management Equity Fund - 151,552,744
MFS-MIT Class 1 Equity Fund 162,373,717 -
Putnam New Opportunities Fund 54,368,533 44,679,604
Participant Loan Account 31,779,309 -
</TABLE>
<PAGE>10
7. MERGER FROM OTHER PLAN
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, 1998
______________________________________________________________________________
<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 6,537,854 $125,987,642 $137,706,819
___________ ___________
MUTUAL FUNDS:
Dodge & Cox Balanced Fund 1,268,336 76,207,997 82,720,847
PIMCO Total Return Fund 1,579,884 17,017,337 16,651,975
MFS-MIT Class 1 Equity Fund 8,014,497 153,628,111 162,373,717
USTPN Capital Preservation Fund 144,577 3,933,680 4,520,048
Putnam New Opportunities Fund 930,490 42,097,859 54,368,533
T. Rowe Price International
Stock Fund 519,238 7,390,134 7,783,370
Vanguard Admiral Funds Inc. 8,566,203 8,566,203 8,566,203
Life Path 2000 Fund 136,866 1,580,744 1,593,125
Life Path 2010 Fund 428,794 5,743,704 6,174,631
Life Path 2020 Fund 406,743 6,041,947 6,703,122
Life Path 2030 Fund 306,688 5,143,243 5,744,266
Life Path 2040 Fund 505,256 9,387,624 10,271,859
* Bankers Trust Pyramid Equity Index
Fund (S&P 500 Index Fund) 3,296 8,686,733 9,626,955
___________ ___________
Total Mutual Funds 345,425,316 377,098,651
___________ ___________
GUARANTEED INVESTMENT CONTRACTS:
Commonwealth Life Insurance, 6.46%, 10/24/02 3,750,463 3,750,463
First Allmerica Financial Life Ins., 6.95%,
due 5/12/99 1,025,924 1,025,924
First Allmerica Financial Life Ins., 6.95%,
due 3/12/99 1,025,924 1,025,924
Safeco Life Ins., 6.88%, due 11/10/99 1,580,818 1,580,818
Safeco Life Ins., 6.88%, due 9/11/00 1,580,818 1,580,818
Transamerican Occidental, 5.60%, due 7/22/00 4,358,306 4,358,306
Hartford Life, 7.51%, due 7/27/99 1,369,240 1,369,240
Principal Mutual, 7.40%, due 4/23/99 2,071,727 2,071,727
___________ ___________
Forward 16,763,220 16,763,220
(Continued)
</TABLE>
<PAGE>12
<TABLE>
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
______________________________________________________________________________
<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 $ 16,763,220 $ 16,763,220
Life of Virginia, 7.40%, due 6/28/99 2,745,848 2,745,848
New York Life, 7.45%, due 7/23/99 1,021,192 1,021,192
New York Life, 7.45%, due 9/23/99 1,021,192 1,021,192
New York Life, 5.70%, due 10/29/99 886,011 886,011
Business Mens Co., 5.63%, due 1/15/99 1,400,210 1,400,210
Safeco Life, 6.88%, due 11/9/00 1,580,818 1,580,818
Bayerische Landesbank Girozentrale,
6.89%, due 3/15/01 4,240,867 4,240,867
Security Life of Denver, 6.70%, due 3/1/02 4,724,492 4,724,492
TransAmerica Occidental Life, 7.22%, due 5/15/02 3,364,261 3,364,261
Principal Mutual Life, 7.20%, due 9/3/02 2,231,501 2,231,501
Principal Mutual Life, 6.34%, due 2/15/02 3,710,634 3,710,634
Canada Life Assurance Co., 6.00%, due 8/15/01 3,639,604 3,639,604
Metropolitan Life Ins. Co., 6.18%, due 3/27/03 2,590,735 2,590,735
Life Ins. Co. of Virginia, 5.94%, due 2/18/03 3,661,301 3,661,301
State St. Bank & Trust, 4.12%, due 6/30/03 5,519,135 5,519,135
Commonwealth Life Ins. Co., 6.38%, due 10/24/01 3,228,385 3,228,385
Metropolitan Life Ins. Co., 6.55%, due 12/16/02 4,364,710 4,364,710
Bayerische Landesbank Girozentrale,
6.24%, due 11/15/01 2,025,986 2,025,986
Security Life of Denver, 6.96%, due 7/17/01 3,076,729 3,076,729
___________ ___________
Total Guaranteed Investment Contracts 71,796,831 71,796,831
___________ ___________
PARTICIPANT LOANS:
Interest rates ranging from 6.5% to 12.5% 31,779,309 31,779,309
___________ ___________
TEMPORARY CASH INVESTMENTS:
* Bankers Trust Pyramid Directed
Account Cash Fund 10,527,899 10,527,899
___________ ___________
TOTAL INVESTMENTS $585,516,997 $628,909,509
=========== ===========
<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, 1998
______________________________________________________________________________________________________________________
__
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 Pyramid Directed
Account Cash Fund $281,671,848 $ - $ - $ - $281,671,848 $281,671,848$ -
*Bankers Trust Pyramid Directed
Account Cash Fund - 280,049,470 - - 280,049,470 280,049,470-
Bankers Trust Dodge & Cox
Balanced Fund 21,969,757 - - - 21,969,757 21,969,757-
Bankers Trust Dodge & Cox
Balanced Fund - 24,689,319 - - 21,922,339 24,689,3192,766,980
Bankers Trust Columbia Common
Stock Fund Inc. 22,865,010 - - - 22,865,010 22,865,010-
Bankers Trust Columbia Common
Stock Fund Inc. - 186,194,367 - - 158,181,218 186,194,36728,013,149
Bankers Trust Putnam New Oppor-
tunities Fund 21,664,694 - - - 21,664,694 21,664,694-
Bankers Trust Putnam New Oppor-
tunities Fund - 20,154,219 - - 17,190,899 20,154,2192,963,320
*Bankers Trust PacifiCorp Common
Stock 23,187,601 - - - 23,187,601 23,187,601-
*Bankers Trust PacifiCorp Common
Stock - 41,498,967 - - 34,591,483 41,498,9676,907,484
Bankers Trust MFS-MIT Class 1
Equity Fund 161,102,757 - - - 161,102,757 161,102,757-
Bankers Trust MFS-MIT Class 1
Equity Fund - 7,745,006 - - 7,474,645 7,745,006270,361
<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, 1998
______________________________________________________________________________________________________________________
__
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 Columbia Common
Stock Fund Inc. $ - $151,802,204 $ - $ - $128,852,392 $151,802,204
$22,949,812
Bankers Trust Massachusetts
Investors Trust-1 151,802,204 - - - 151,802,204 151,802,204-
</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 29, 1999
