__________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 __________________________________ For the fiscal year ended December 31, 1994 THE MONTANA POWER COMPANY DEFERRED SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN THE MONTANA POWER COMPANY 40 EAST BROADWAY BUTTE, MT 59701 Item 1. Changes in the Plan The Montana Power Company Deferred Savings Plan was amended and restated in 1989 as The Montana Power Company Deferred Savings and Employee Stock Ownership Plan to reflect the merger of The Montana Power Company Deferred Savings Plan and that portion of the Employee Stock Ownership Plan of The Montana Power Company and Subsidiaries attributable to employees of The Montana Power Company. Prior to August 17, 1992, the IRS was not yet accepting application for determination letters for the merging of the two plans. Management applied for, and received a favorable determination letter in 1994. Item 2. Changes in Investment Policy No changes have been made to the Plan's investment policy in 1994. Item 3. Contributions to the Leveraged Employee Stock Ownership Plan Fund The Montana Power Company contributed $3,551,102 in 1994 to the Plan's Leveraged ESOP Fund. Item 4. Participating Employees There were 2,609 employees and retirees participating in The Montana Power Company Deferred Savings and Employee Stock Ownership Plan at December 31, 1994. Item 5. Administration of the Plan The Plan is administered by the seven-member Retirement Plan Committee (Committee) appointed by, and serving at the pleasure of, the Board of Directors of The Montana Power Company. No compensation was paid to the members of the Committee by the Plan. The members of the Committee, each of whose address is c/o The Montana Power Company, 40 East Broadway, Butte, Montana 59701, are as follows: Positions or Offices Held With The Montana Power Company and Its Subsidiaries Jerrold P. PedersonAdministratorVice President - Chief Financial Officer Richard F. CromerMember President and Chief Operating Officer, Continental Energy Services, Inc. Robert P. Gannon Member President and Chief Operating Officer, Utility Division John S. Miller. Member Controller, Utility Division Arthur K. Neill Member Executive Vice President - Utility Services, Utility Division James J. Murphy Member President, Entech, Inc. Ellen M. SenechalMember Vice President and Treasurer, Entech, Inc. Certain members of the Committee are also directors or officers of certain subsidiaries of The Montana Power Company. Item 6. Custodian of Investments The Northern Trust Company, Fifty South LaSalle Street, Chicago, Illinois 60675 is the Trustee of the Plan. Ark Capital Management Company, Inc., manages one hundred percent of the Bond Fund and approximately fifty percent of the Stock Fund. INVESCO Capital Management, Inc., manages approximately fifty percent of the Stock Fund. The Trustee and the money managers are responsible for the safekeeping and investment of all contributions made to the Plan. There is no specific coverage by any bond furnished by the Trustee or either money manager in connection with the custody of the security investments or other assets of the Plan. No fees are paid out of the Plan. Item 7. Reports to Participating Employees Summary Annual Reports will be made directly to participating employees for the fiscal year 1994 with respect to the operations of the Plan. These reports present the basic financial statements and the employees' rights to additional information. Statements of the status of individual accounts under the Plan have been sent directly to the employees. Item 8. Investment of Master Trust Funds (a) The aggregate dollar amounts of brokerage commissions paid by the Master Trust were $104,437, $95,182 and $73,951 for the years 1994, 1993 and 1992, respectively. None of these commissions were paid to any broker which is an affiliated person of the Plan or their investment advisor, principal underwriters or to an affiliated person of any such person. (b) SEI Evaluation Services provided reports on the performance of the Master Trust investment managers and received fees of $24,065 and $75,233 in 1994 and 1993, respectively. Item 9. Financial Statements The Montana Power Company Deferred Savings and Employee Stock Ownership Plan Index to Financial Statements Page Report of Independent Accountants 4 Plan Financial Statements: Statement of Net Assets Available for Benefits at December 31, 1994 and 1993 5 through 6 Statement of Changes in Net Assets Available for Benefits for the three years ended December 31, 1994 7 through 9 Notes to Financial Statements 10 through 20 Schedule of Assets Held for Investment at December 31, 1994 21 through 31 Schedule of Reportable Transactions for the Year Ended December 31, 1994 32 Retirement Plan Committee Authorization 33 Consent of Independent Accountants 34 Note: All other schedules are omitted because they are not applicable or the required information is shown in the Plan's financial statements. Report of Independent Accountants March 17, 1995 To the Participants and Retirement Committee of The Montana Power Company Deferred Savings and Employee Stock Ownership Plan In our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the financial status of The Montana Power Company Deferred Savings and Employee Stock Ownership Plan at December 31, 1994 and 1993, and the changes in its financial status for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan administrator; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audits 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, assessing the accounting principles used and significant estimates made by the plan administrator, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Portland, Oregon June 26, 1995 THE MONTANA POWER COMPANY DEFERRED SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1994 Company Stock Fund Allocated Unallocated to Leveraged Common Fixed Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund Assets: Cash $ $ 423,403$ 74,300$ 2,514,954$ 1,127,707$ 2,775 Units held in the Master Trust at current value (Notes 2 and 3): The Montana Power Company Stock Fund: 50,670,289 23,535,809 Bond Fund 3,418,726 Equity Fund 42,971,320 Fixed Rate Fund 24,651,326 Employee Stock Ownership Plan Fund 14,180,811 Contributions Receivable 903,797 39,750 452,315 188,138 Dividends and Interest Receivable 687,327 592,577 246,385 Loans Receivable 418,820 3,554,116 3,660,977 Total Assets 51,357,616 25,455,586 3,951,596 49,492,705 29,628,148 14,429,971 Liabilities: Note Payable to The Montana Power Company 25,996,842 Net Assets Available for Benefits$ 51,357,616$ (541,256)$ 3,951,596$ 49,492,705$ 29,628,148$ 14,429,971 The accompanying notes are an integral part of this statement. THE MONTANA POWER COMPANY DEFERRED SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1993 Company Stock Fund Allocated Unallocated to Leveraged Common Fixed Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund Assets: Cash $ $ 379,868$ 207,480$ 2,505,671$ 1,039,255$ 220 Units held in the Master Trust at current value (Notes 2 and 3): The Montana Power Company Stock Fund: 49,817,380 28,536,212 Bond Fund 3,180,616 Equity Fund 37,463,007 Fixed Rate Fund 22,841,916 Employee Stock Ownership Plan Fund 15,048,140 Contributions Receivable 922,856 40,191 417,373 197,766 Dividends and Interest Receivable 612,266 594,571 238,453 Loans Receivable 407,493 3,108,884 3,515,746 Total Assets 50,429,646 30,433,507 3,835,780 43,494,935 27,594,683 15,286,813 Liabilities: Note Payable to The Montana Power Company 27,464,173 Net Assets Available for Benefits$ 50,429,646$ 2,969,334$ 3,835,780$ 43,494,935$ 27,594,683$ 15,286,813 The accompanying notes are an integral part of this statement. THE MONTANA POWER COMPANY DEFERRED SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS December 31, 1994 Company Stock Fund Allocated Unallocated to Leveraged Common Fixed Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund Investment Income: Dividends, Interest, and Realized Gains and Losses $ 2,393,306$ 2,500,613$ (94,954)$ 1,417,142$ 1,579,810$ (679,996) Net Appreciation (Depreciation) in Current Value of Investments (5,489,012) (2,439,679) Contributions: Company 3,551,102 Participants 437,404 4,483,731 1,901,871 Allocation of Montana Power Company Stock to Participants (Note 1) 4,734,266 (4,734,266) Transfers from Other Funds 319,929 1,648,476 805,221 2,091 Total Additions 1,638,560 (1,122,230) 662,379 7,549,349 4,286,902 (677,905) Participants' Withdrawals at Current Value: Cash 23,071 868,736 686,237 The Montana Power Company Stock 710,590 178,937 Transfers to Other Funds 682,843 1,567,200 Note Payable, Interest Payments (Note 5) 2,388,360 Total Deductions 710,590 2,388,360 546,563 1,551,579 2,253,437 178,937 Net Increase (Decrease) 927,970 (3,510,590) 115,816 5,997,770 2,033,465 (856,842) Net Assets Available for Benefits: Beginning of Year 50,429,646 2,969,334 3,835,780 43,494,935 27,594,683 15,286,813 End of Year $ 51,357,616$ (541,256)$ 3,951,596$ 49,492,705$ 29,628,148$ 14,429,971 The accompanying notes are an integral part of this statement. /TABLE THE MONTANA POWER COMPANY DEFERRED SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS December 31, 1993 Company Stock Fund Allocated Unallocated to Leveraged Common Fixed Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund Investment Income: Dividends, Interest, and Realized Gains and Losses $ 2,558,826$ 2,249,144$ 305,515$ 4,579,266$ 1,558,208$ 552,871 Net Appreciation (Depreciation) in Current Value of Investments (1,387,244) (1,088,641) Contributions: Company 3,340,103 Participants 380,280 3,965,542 2,031,457 Allocation of Montana Power Company Stock to Participants (Note 1) 3,580,861 (3,580,861) Transfers from Other Funds 60,735 310,239 2,086,927 416,009 10,693 Total Additions 4,813,178 919,745 996,034 10,631,735 4,005,674 563,564 Participants' Withdrawals at Current Value: Cash 46,624 1,479,375 1,346,495 The Montana Power Company Stock 2,061,725 223,651 Transfers to Other Funds 390,001 354,827 1,975,110 Note Payable, Interest Payments (Note 5) 2,546,056 Total Deductions 2,061,725 2,546,056 436,625 1,834,202 3,321,605 223,651 Net Increase (Decrease) 2,751,453 (1,626,311) 559,409 8,797,533 684,069 339,913 Net Assets Available for Benefits: Beginning of Year 47,678,193 4,595,645 3,276,371 34,697,402 26,910,614 14,946,900 End of Year $ 50,429,646$ 2,969,334$ 3,835,780$ 43,494,935$ 27,594,683$ 15,286,813 The accompanying notes are an integral part of this statement. THE MONTANA POWER COMPANY DEFERRED SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS December 31, 1992 Company Stock Fund Allocated Unallocated to Leveraged Common Fixed Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund Investment Income: Dividends, Interest, and Realized Gains and Losses $ 1,891,429$ 2,405,281$ 200,617$ 3,622,473$ 1,741,431$ (138,786) Net Appreciation (Depreciation) in Current Value of Investments (1,614,941) (3,043,772) Contributions: Company 2,815,403 Participants 359,818 3,408,547 2,065,646 Allocation of Montana Power Company Stock to Participants (Note 1) 4,168,797 (4,168,797) Transfers from Other Funds 480,335 488,494 2,635,941 1,298,865 Total Additions 4,925,620 (1,991,885) 1,048,929 9,666,961 5,105,942 (138,786) Participants' Withdrawals at Current Value: Cash 55,050 462,170 1,389,765 The Montana Power Company Stock 1,158,898 257,208 Transfers to other funds 327,115 884,639 2,792,222 167,699 Note Payable, Interest Payments (Note 5) 2,659,921 Total Deductions 1,158,898 2,659,921 382,165 1,346,809 4,181,987 424,907 Net Increase (Decrease) 3,766,722 (4,651,806) 666,764 8,320,152 923,955 (563,693) Net Assets Available for Benefits: Beginning of Year 43,911,471 9,247,451 2,609,607 26,377,250 25,986,659 15,510,593 End of Year $ 47,678,193$ 4,595,645$ 3,276,371$ 34,697,402$ 26,910,614$ 14,946,900 The accompanying notes are an integral part of this statement. THE MONTANA POWER COMPANY DEFERRED SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - Description of the Plan: The Deferred Savings and Employee Stock Ownership Plan (Plan), formerly known as the Deferred Savings Plan, was established by The Montana Power Company to provide a means for regular savings and investment by employees. Effective January 1, 1986, the Plan was amended and restated into four separate plans. The Montana Power Company (Company); Entech, Inc., a Montana Power Company subsidiary; Western Energy Company and Northwestern Resources Co., subsidiaries of Entech, Inc., established their own Deferred Savings Plans. As of January 1, 1986, the assets of the Plan effectively became The Montana Power Company Deferred Savings Master Trust (Note 3). A portion of the assets of the Trust were then allocated back to the Plan based on participants' equity at that date as measured by the Plan administrator. On June 27, 1989, the Board of Directors of The Montana Power Company authorized the merger of The Montana Power Company and Subsidiaries Employee Stock Ownership Plan (ESOP) into the Plan. Effective June 27, 1989, the Plan was amended and restated as The Montana Power Company Deferred Savings and Employee Stock Ownership Plan to reflect such a merger and incorporate provisions permitting acquisition loans. The assets of the ESOP have been transferred into the Plan and are held in trust under the Plan. The financial statements of the Plan have been prepared by allocating the Master Trust's total assets and investment income based on the Plan's units of participation at December 31 and the yearly average, respectively, in the Master Trust in proportion to the total units of participation at December 31 and the yearly average, respectively, in the Master Trust. The unit represents a right to share in the assets and earnings of the Master Trust. The number of units held by each Plan is a function of contributions and withdrawals throughout the year. Participation in the Deferred Savings portion of the Plan (Savings Plan) is voluntary and an employee becomes eligible to make allotments under the Savings Plan after completing 90 days of service. Participants may contribute from one to six percent of their compensation to the Savings Plan based on years of service subject to Internal Revenue Code (IRC) limitations. These contributions are tax deferred under Section 4O1(k) of the IRC. As an incentive to thrift, the Company contributes a matched contribution which is determined as follows: From 90 days through 10th anniversary of employment - 60% of participant's contribution From the start of the 11th through 20th anniversary of employment - 65% of participant's contribution After the 20th anniversary of employment and beyond - 70% of participant's contribution Montana Power Company Stock is allocated to employees to recognize contributions and dividends in employees' accounts in the same manner as if the Plan had not been leveraged. In addition appreciation, if any, on the shares released from the Unallocated Leveraged ESOP during the period is also allocated to employees. The allocation to employees is accomplished through the transfer of 127,992 shares, on an annual basis, from the Unallocated Leveraged ESOP at market price, at the time of transfer, and the purchase of additional shares, in the market, with cash contributions received from the Company. The Trust repays the principal and interest on the debt obligation (Note 5) by using the dividends on the unallocated shares and cash contributions by the Company. Participants are 100 percent vested in their personal contributions made to the plan. Participants will be 100 percent vested in Company contributions after 90 days of service. No Company contributions or other annual additions to a participant's interest in the investment funds will be made in any Savings Plan year in excess of the lesser of $30,000 or 25 percent of the participant's compensation. In addition to the contributions that are matched by the Company, participants, regardless of their years of service, may contribute an additional ten percent of their compensation to the Savings Plan. These contributions are not matched by the Company, nor are they tax deferred. They will, however, share in the Savings Plan's investment results and any investment income earned is tax deferred as long as it remains in the Savings Plan. Participants may elect to have their contributions invested in a bond fund, common stock fund or a fixed rate fund, or any combination thereof, while all Company contributions are invested in a stock fund consisting of the Company's common stock. Participants may change the designation of their contributions and may also transfer all or a portion of their interests between the Bond, Common Stock and Fixed Rate Funds four times a year. Additionally, as employees of The Montana Power Company Entities transfer from one entity to another, their participant balances are transferred. Contributions to the ESOP Fund by the Company were based upon investment tax credits claimed by the Company based upon its property additions. Contributions to the ESOP Fund by the Company were made to the trustee in the form of common stock of the Company, valued at the average closing prices of the common stock on the 20 consecutive trading days immediately preceding the date upon which the additional investment credit was claimed. Participants were eligible to make matching contributions in the form of cash or payroll deductions. Effective December 31, 1989, the Company had fully utilized all of its available investment tax credits and no further contributions to the ESOP Fund were made. In the current and future years, only investment income (loss) and participant withdrawal activity will occur in this fund. Participants' interests in Plan funds include Company and member contributions, income and losses from fund investments and the unrealized appreciation or depreciation in bond and common stock investments. Withdrawals from the Company Stock and ESOP Funds are paid in shares, with fractional shares and final dividends on withdrawn shares paid in cash. Withdrawals from the Bond, the Common Stock and the Fixed Rate Funds are paid in cash. Participants are permitted to borrow money out of their individual accounts. Administration of the Plan is performed by a Retirement Plan Committee (Committee) appointed by the Board of Directors of The Montana Power Company. The Northern Trust Company is the Plan's trustee. The Company expects to continue the Plan indefinitely, but the continuance of the Plan and the payment of contributions are not assumed as contractual obligations. If the Plan is terminated, the trustee would continue to hold, invest and administer the trust funds in accordance with the provisions of the trust agreement and make distributions from the trust in accordance with the provisions of the Plan pursuant to instructions filed with the trustee by the Committee upon such termination. Certain reclassifications have been made to the prior year's amounts to make them comparable to the 1994 presentation. These changes had no impact on previously reported results, of changes, in net assets available for benefits. NOTE 2 - Summary of Accounting Policies: Valuation of Master Trust Investments: Assets invested in the Company Stock, Bond, Common Stock and ESOP Funds have been recorded at their current value as determined by quoted market prices based on reported closing prices at December 31 on national securities exchanges or other markets, as applicable, and the unrealized appreciation or depreciation has been reflected in the Statement of Changes in Net Assets Available for Benefits. The investment contracts with various insurance companies are valued at the contract value which represents participants' contributions made under the contracts plus accumulated interest at the contract rate. Plan Expenses: All expenses attributable to the administration of the Plan and the expenses of the trustee are paid by the Company. Note 3 -Financial Statements for the Master Trust: Statement of Net Assets Available for Benefits December 31, 1994 Company Stock Fund Allocated Unallocated to Leveraged Common Fixed Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund Assets: Cash $ $ 530,802$ 94,721$ 2,911,420$ 1,355,039$ 3,270 Investments, at current value: The Montana Power Company Stock Fund: Allocated Shares - 2,538,795 Shares (Cost - $49,378,334) 58,501,936 Unallocated Shares - 1,311,918 Shares (Cost - $27,360,805) 30,174,114 The Montana Power Company Deferred Savings Plan: Bond Fund (cost - $4,503,756) 4,341,482 Common Stock Fund (cost - $47,523,495) 49,544,814 Fixed Rate Fund (cost approximates current value) 29,520,685 The Montana Power Company Employee Stock Ownership Plan (ESOP) Fund - 726,922 shares (cost - $14,363,196) 16,712,777 Contributions Receivable 1,170,737 69,485 665,262 315,364 Dividends and Interest Receivable 780,496 759,715 290,724 Loans Receivable 581,717 4,402,413 4,892,096 Total Assets 59,282,432 32,635,368 5,087,405 57,523,909 36,083,184 17,006,771 Liabilities: Note Payable to The Montana Power Company 33,329,285 Net Assets Available for Benefits $ 59,282,432$ (693,917)$ 5,087,405$ 57,523,909$ 36,083,184$ 17,006,771 /TABLE Note 3 - Financial Statements for the Master Trust (continued): Statement of Net Assets Available for Benefits December 31, 1993 Company Stock Fund Allocated Unallocated to Leveraged Common Fixed Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund Assets: Cash $ $ 486,647 $ 260,870$ 2,892,712 $ 1,255,438 $ 277 Investments, at current value: The Montana Power Company Fund Stock Fund: Allocated Shares - 2,213,490 Shares (Cost - $42,019,378) 57,366,973 Unallocated Shares - 1,439,910 Shares (Cost - $30,030,152) 37,077,683 The Montana Power Company Deferred Savings Plan: 3,999,063 Bond Fund (cost - $3,972,622) Common Stock Fund (cost - $38,331,571) 43,249,760 Fixed Rate Fund (cost approximates current value) 27,593,431 The Montana Power Company Employee Stock Ownership Plan (ESOP) Fund - 689,899 shares (cost - $13,475,323) 17,764,902 Contributions Receivable 1,177,101 56,857 529,265 273,026 Dividends and Interest Receivable 699,090 762,270 275,970 Loans Receivable 536,866 3,705,376 4,546,310 Total Assets 58,066,063 39,503,701 4,853,656 50,377,113 33,668,205 18,041,149 Liabilities: Note Payable to The Montana Power Company 35,210,478 Net Assets Available for Benefits $ 58,066,063 $ 4,293,223 $ 4,853,656$ 50,377,113 $ 33,668,205 $ 18,041,149 /TABLE Note 3 - Financial Statements for the Master Trust (continued): Statement of Changes in Net Assets Available for Benefits December 31, 1994 Company Stock Fund Allocated Unallocated to Leveraged Common Fixed Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund Investment Income: Dividends, Interest and Realized Gains and Losses $ 2,795,736 $ 3,205,914 $ 68,851 $ 4,537,371 $ 1,901,901$ 1,142,849 Net Appreciation (Depreciation) in Current Value of Investments (6,411,980) (3,863,760) (188,714) (2,896,870) (1,939,998) Contributions: Company 4,533,101 Participants 601,441 5,541,885 2,559,412 Allocation of Montana Power Company Stock to Participants (Note 1) 5,800,395 (5,800,395) Transfers from Other Funds 411,720 1,898,901 868,718 2,091 Total Additions 2,184,151 (1,925,140) 893,298 9,081,287 5,330,031 (795,058) Participants' Withdrawals at Current Value: Cash 74,882 1,215,218 1,039,746 The Montana Power Company Stock - 51,142 Shares 967,782 237,229 Transfers to other Funds 584,667 719,273 1,875,306 2,091 Note Payable, Interest Payments (Note 5) 3,062,000 Total Deductions 967,782 3,062,000 659,549 1,934,491 2,915,052 239,320 Net Increase (Decrease) 1,216,369 (4,987,140) 233,749 7,146,796 2,414,979 (1,034,378) Net Assets Available for Benefits: Beginning of Year 58,066,063 4,293,223 4,853,656 50,377,113 33,668,205 18,041,149 End of Year $ 59,282,432 $ (693,917) $ 5,087,405 $ 57,523,909 $ 36,083,184$ 17,006,771 /TABLE Note 3 - Financial Statements for the Master Trust (continued): Statement of Changes in Net Assets Available for Benefits December 31, 1993 Company Stock Fund Allocated Unallocated to Leveraged Common Fixed Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund Investment Income: Dividends, Interest and Realized Gains and Losses $ 2,968,806 $ 2,883,521 $ 505,415 $ 4,213,860 $ 1,886,316$ 1,078,560 Net Appreciation (Depreciation) in Current Value of Investments (1,609,891) (1,395,693) (118,455) 1,059,369 (448,236) Contributions: Company 4,285,932 Participants 517,202 4,935,261 2,719,043 Allocation of Montana Power Company Stock to Participants (Note 1) 4,345,391 (4,345,391) Transfers from Other Funds 70,847 351,123 2,481,279 451,753 Total Additions 5,775,153 1,428,369 1,255,285 12,689,769 5,057,112 630,324 Participants' Withdrawals at Current Value: Cash 124,057 1,729,309 1,570,107 The Montana Power Company Stock - 99,971 Shares 2,391,830 333,569 Transfers to Other Funds 70,847 458,089 428,712 2,397,354 Note Payable, Interest Payments (Note 5) 3,264,175 Total Deductions 2,462,677 3,264,175 582,146 2,158,021 3,967,461 333,569 Net Increase (Decrease) 3,312,476 (1,835,806) 673,139 10,531,748 1,089,651 296,755 Net Assets Available for Benefits: Beginning of Year 54,753,587 6,129,029 4,180,517 39,845,365 32,578,554 17,744,394 End of Year $ 58,066,063 $ 4,293,223 $ 4,853,656 $ 50,377,113 $ 33,668,205$ 18,041,149 /TABLE Note 3 - Financial Statements for the Master Trust (continued): Statement of Changes in Net Assets Available for Benefits December 31, 1992 Company Stock Fund Allocated Unallocated to Leveraged Common Fixed Employees ESOP Bond Fund Stock Fund Rate Fund ESOP Fund Investment Income: Dividends, Interest and Realized Gains and Losses $ 2,412,074 $ 3,083,694 $ 294,713 $ 2,791,424 $ 2,097,718 $ 1,010,843 Net Appreciation (Depreciation) in Current Value of Investments (1,858,143) (3,902,272) (41,170) 1,334,488 (1,177,402) Contributions: Company 3,657,251 Participants 504,442 4,299,224 2,822,261 Allocation of Montana Power Company Stock to Participants (Note 1) 5,155,196 (5,155,196) Transfers from Other Funds 1,161,138 703,558 3,598,942 2,091,802 Total Additions $ 6,870,265 (2,316,523) 1,461,543 12,024,078 7,011,781 (166,559) Participants' Withdrawals at Current Value: Cash 92,397 563,495 1,568,872 The Montana Power Company Stock - 71,601 Shares 1,484,433 379,841 Transfers to other Funds 1,161,138 459,491 1,431,305 4,356,486 Note Payable, Interest Payments (Note 5) 3,410,155 Total Deductions 2,645,571 3,410,155 551,888 1,994,800 5,925,358 379,841 Net Increase (Decrease) 4,224,694 (5,726,678) 909,655 10,029,278 1,086,423 (546,400) Net Assets Available for Benefits: Beginning of Year 50,528,893 11,855,707 3,270,862 29,816,087 31,492,131 18,290,794 End of Year $ 54,753,587 $ 6,129,029 $ 4,180,517 $ 39,845,365 $ 32,578,554 $17,744,394 /TABLE NOTE 3 - Financial Statements for the Master Trust (Continued): Net Increase (Decrease) in Current Value of Investments: The following table sets forth the net increase (decrease) in current value of Master Trust investments for the three years ended December 31, 1994. Unrealized appreciation or depreciation recognized in prior years on investments sold is removed from unrealized appreciation or depreciation in the year of the sale as it is reflected in the realized gain or loss amounts in the year of the sale in this table. Cost of securities sold is determined on the basis of average cost. Withdrawals from the Company Stock and ESOP Funds are paid in shares and the realized gain or loss is determined as the difference between average cost and market value. Year Ended December 31, 1994 Company Common ESOP Stock Fund Bond Fund Stock Fund Fund Unrealized Appreciation of Plan Investments: Beginning of Year $ 22,395,126 $ 26,441 $ 4,918,189 $ 4,289,579 End of Year 11,936,911 (162,273) 2,021,319 2,349,581 Net Unrealized Appreciation/ (Depreciation) (10,458,215) (188,714) (2,896,870) (1,939,998) Unrealized Gain/Loss of Security Disbursements Less Receipts 182,475 0 0 0 Realized Gain 1,294 (232,783) 2,955,939 648 Net Increase (Decrease) in Current Value $(10,274,446) $ (421,497) $ 59,069 $ (1,939,350) /TABLE NOTE 3 - Financial Statements for the Master Trust (Continued): Year Ended December 31, 1993 Company Common ESOP Stock Fund Bond Fund Stock Fund Fund Unrealized Appreciation of Plan Investments: Beginning of Year $ 26,242,486 $ 144,896 $ 3,858,820 $ 4,737,815 End of Year 22,395,126 26,441 4,918,189 4,289,579 Net Unrealized Appreciation/ (Depreciation) (3,847,360) (118,455) 1,059,369 (448,236) Unrealized Gain/(Loss) of Security Disbursements Less Receipts 841,776 0 0 0 Realized Gain 11,523 261,685 2,999,414 1,413 Net Increase (Decrease) in Current Value $ (2,994,061) $ 143,230 $ 4,058,783 $ (446,823) Year Ended December 31, 1992 Company Common ESOP Stock Fund Bond Fund Stock Fund Fund Unrealized Appreciation of Plan Investments: Beginning of Year $ 32,487,395 $ 186,066 $ 2,524,332 $ 5,915,217 End of Year 26,242,486 144,896 3,858,820 4,737,815 Net Unrealized Appreciation/ (Depreciation) (6,244,909) (41,170) 1,334,488 (1,177,402) Unrealized Gain/(Loss) of Security Disbursements Less Receipts 484,495 0 0 0 Realized Gain 5,138 63,040 1,754,841 Net Increase (Decrease) in Current Value $ (5,755,276) $ 21,870 $ 3,089,329 $ (1,177,402) /TABLE NOTE 4 - Tax Status: The Plan, as amended January 1, 1976 to comply with the Employee Retirement Security Act of 1974 (ERISA), has received a determination letter from the Internal Revenue Service (IRS) that the Plan is qualified under Internal Revenue Code Section 401(a) and the trust is exempt from taxation under Section 501(a). Effective January 1, 1985, the Plan was amended to comply with the Tax Equity and Fiscal Responsibility Act of 1982, the Deficit Reduction Act of 1984, and the Retirement Equity Act of 1984. Effective January 1, 1986, the Plan was amended to allow employee contributions after 90 days of service, and also to vest employer matching contributions immediately. As explained in Note 1, on June 27, 1989, the Board of Directors of the Company authorized the merger of the ESOP into the Plan. The Plan has been amended to accomplish this merger and it is the intent that such amendment comply with ERISA and the rules of the IRS. Prior to August 17, 1992, the IRS was not yet accepting application for determination letters for the merging of the two plans. Management applied for, and received a favorable determination letter in 1994. NOTE 5 - Plan Leveraging and Notes Payable: On January 22, 1990, the Company borrowed $40,000,000 at an interest rate of 9.2 percent to be repaid in equal installments over 15 years. The proceeds of this loan were lent on similar terms to the Plan which purchased 1,922,297 shares of the Company's common stock on the open market. The stock will be used to fund the Company's future matching requirements under the Deferred Savings portion of the Plan. The shares purchased by the Plan will be allocated to participants in equal quarterly amounts over the 15-year term of the loan. Debt principal and interest payments are made quarterly utilizing Company contributions received under the Plan, plus dividends paid on the unallocated shares purchased by the Plan. On December 31, 1994, 1,311,918 shares remained unallocated. Principal payments for 1994, 1993, and 1992 totaled $1,838,899, $1,640,400, and $1,497,778 respectively. The principal payments paid by the Plan do not affect net assets of the trust. Such payments reduce both Plan assets and liabilities by an identical amount. The Plan is required to make the following principal payments to the Company on its note payable as follows: 1995 2,014,004 1996 2,205,783 1997 2,415,825 1998 2,645,866 1999 2,897,814 Thereafter 20,400,655 Interest expense for 1994 and 1993 totaled $3,062,000 and $3,410,155, respectively; including accrued interest of $749,339 and $791,633, respectively. NOTE 6 - Significant Investments of the Master Trust: At December 31, 1994, investments representing five percent or more of the Plan's net assets are as follows: Description Current Value The Montana Power Company Common Stock $ 75,111,491 /TABLE Schedule 1 Page 1 of 11 THE MONTANA POWER COMPANY DEFERRED SAVINGS AND EMPLOYEE STOCK OWNERSHIP MASTER TRUST Schedule of Assets Held for Investment at December 31, 1994 CORPORATE BONDS SHARES MARKET VALUE TOTAL COST CHOICE CREDIT CARDS MASTER TRUST SERIES 92-1B 5.65% BD DUE 10-15-1996 BEO 40,000 $ 39,884 $ 39,938 CIT GRP HLDGS INC 5.50% BD DUE 11-1-1995 REG 10,000 9,811 10,241 COMMERCIAL CREDIT GROUP INC., 7.70% BOND DUE 8-15-95, REGISTERED 10,000 10,020 10,278 FINANCING CORP CPN FICO STRIPS PER 1 INT PMT ON 5-11-98 CPN 10.00% BD DUE 2018 BEO 60,000 46,212 32,942 FORD MOTOR CO., 9.95% DEBENTURE DUE 2-15-2032, REGISTERED 40,000 44,581 46,565 FORD MOTOR CREDIT COMPANY 8.875% NTS DUE 8-1-96 BEO 50,000 50,547 50,000 GENERAL MOTORS ACCEPTANCE CORP 7.75% NT DUE 4-15-97 REG 75,000 73,760 80,012 GREAT WESTN BK A FED BEVERLY HILLS CALIF 9.50% SR NT DUE 7-1-97 50,000 50,905 56,648 NORTHROP GRUMMAN CORP 8.625% BD DUE 10-15-2004 50,000 49,391 50,000 SEARS CREDIT ACCOUNT TRUST SERIES 1991-C CLASS A 8.65% PASS THRU CTF DUE 7-15-96 BEO 60,000 60,487 63,919 SIGNET CREDIT CARD MASTER TRUST 1993-1, CLASS B, 5.40% BD DUE 2-15-2002, REG 30,000 27,047 29,995 SIGNET MASTER TR 93-3B 5.8% BD DUE 03-15-1999 BEO 40,000 36,425 39,938 WORLD SAVINGS & LOAN ASSOCIATION OAKLAND CALIFORNIA SUB 9.90% NTS DUE 7-1-2000 REG 75,000 78,524 90,095 TOTAL CORPORATE BONDS 590,000 $ 577,593 $ 600,570 Schedule 1 Page 2 of 11 U.S. GOVERNMENT AND AGENCY ISSUES SHARES MARKET VALUE TOTAL COST RESOLUTION FDG CORP CPN STRIPS GENERIC INT PMT DUE 4-15-97 B/E 70,000 $ 58,664 $ 38,934 TENNESSEE VALLEY AUTHORITY, POWER, 8.375% BOND DUE 10-1-99, REGISTERED 50,000 50,813 49,846 UNITED STATES TREASURY SECURITIES STRIPPED INTEREST GENERIC TINT PAYMENT DUE 2-15-1999 B/E 50,000 36,424 35,072 US TREAS SER B 5.75 DUE 8-15-2003 REG 80,000 69,525 70,513 US TREASURY NOTE SER F-1998 7.875% NTS DUE 4-15-1998 REG 235,000 235,221 266,071 US TREASURY NT 7.25% NT DUE 05-15-2004 375,000 360,116 359,212 US TREASURY SECURITIES STRIPPED TINT DUE 5-15-2015 REG 270,000 53,698 55,077 US TREASURY SER B-2002 6.375% NT DUE 8-15-2002 55,000 50,359 53,247 US TREASURY SER R-1998 4.75% NOTE DUE 8-31-98 300,000 270,843 276,094 US TREASURY SER T-1997 6.00% NOTE DUE 11-30-97 REG 235,000 224,094 238,830 US TREASURY SERIES C-1996 7.375% NOTE DUE 5-15-96 575,000 574,011 578,518 US TREASURY SERIES D-1997 8.00% NOTE DUE 1-15-97 REG 50,000 50,258 53,416 US TREASURY 10.75% BOND DUE 2-15-2003 55,000 64,281 62,270 US TREASURY 8.75% BOND DUE 5-15-2020 REGISTERED 410,000 443,313 456,894 US TREASURY, SERIES R-1996, 7.875% NOTE DUE 7-31-96 185,000 185,751 202,512 US TRESURY, SERIES D-2000, 8.50% NOTE DUE 11-15-2000 580,000 597,852 656,337 US TREASURY, SERIES E-1998, 7.875% NOTE DUE 1-15-98 180,000 180,225 183,220 US TREASURY, 10.375% BOND DUE 11-15-12 85,000 101,150 105,463 Schedule 1 Page 3 of 11 U.S. GOVERNMENT AND AGENCY ISSUES SHARES MARKET VALUE TOTAL COST USA TREAS 7.875% NT DUE 11-15-2004 45,000 45,126 45,225 USA TREASURY NT SER C-2004 7.25% NT DUE 08-15-2004 75,000 71,988 74,648 TOTAL U.S. GOVERNMENT AND AGENCY ISSUES 3,960,000 $ 3,723,712 $ 3,861,398 FOREIGN BONDS SHARES MARKET VALUE TOTAL COST QUEBEC PROV CDA 7.125% BD DUE 02-09-2024 50,000 $ 40,177 $ 41,787 TOTAL FOREIGN BONDS 50,000 $ 40,177 $ 41,787 Schedule 1 Page 4 of 11 COMMON STOCK SHARES MARKET VALUE TOTAL COST ABBOTT LABORATORIES, COMMON STOCK, NO PAR 12,500 $ 407,813 $ 270,042 ADR HANSON PLC NEW $25 PAR 22,000 396,000 408,320 ADR REPSOL SA SPONSORED 15,000 408,750 468,090 ADR TELEFONICA DE ESPANA SA SPONSORED 12,000 421,500 408,720 ALLERGAN INC COM STOCK 14,600 412,450 338,145 ALLIEDSIGNAL INC., COMMON STOCK 21,500 731,000 751,698 ALLSTATE CORP COMMON STOCK 28,800 684,000 790,867 AMERADA HESS CORP., COMMON STOCK, $1 PAR 6,400 292,000 293,354 AMERICAN EXPRESS CO., COMMON STOCK, $.60 PAR 15,000 442,500 365,532 AMERICAN GENERAL CORP., COMMON STOCK $1.50 PAR 14,600 412,450 244,717 AMERICAN HOME PRODUCTS CORP., COMMON STOCK, $.33 1/3 PAR 6,110 383,403 332,702 AMERICAN INTERNATIONAL GROUP, INC. COMMON STOCK, $2.50 PAR 4,200 411,600 349,652 AMOCO CORP., COMMON STOCK 7,600 449,350 341,317 AMR CORP., COMMON STOCK, $1 PAR 8,300 441,975 492,347 ANHEUSER-BUSCH COMPANIES INCORPORATED COMMON STOCK $1.00 PAR VALUE 8,500 432,438 460,325 APPLE COMPUTER, INC. COMMON STOCK 3,100 120,900 104,043 AT&T CORP COM STK 9,000 452,250 482,712 ATLANTIC RICHFIELD CO., COMMON STOCK, $2.50 PAR 3,100 315,425 336,159 BANKAMERICA CORP., COMMON STOCK, $1.5625 PAR 11,800 466,100 508,314 BETHLEHEM STEEL CORP., COMMON STOCK, $8 PAR 7,200 129,600 127,443 BOEING CO., CAPITAL STOCK, $5 PAR 9,500 446,500 381,729 BROWNING FERRIS INDUSTRIES, INC., COMMON STOCK, $.16 2/3 PAR 16,000 454,000 347,120 Schedule 1 Page 5 of 11 COMMON STOCK SHARES MARKET VALUE TOTAL COST BURLINGTON NORTHERN INC., COMMON STOCK, NO PAR 11,100 534,188 562,029 CHEMICAL BANKING CORP COMMON STOCK N.P. 17,500 627,813 602,244 CHEVRON CORP., COMMON STOCK 10,400 464,100 440,323 CHUBB CORP, COMMON STOCK, $1 PAR 7,100 549,363 550,014 CINERGY CORP COMMON STOCK 19,450 457,075 430,500 CITICORP DEP. SH. REPR. 1/2 SHS CONV. PREFERRED STOCK 18,600 355,725 274,350 COCA COLA CO., COMMON STOCK, NO PAR 9,000 463,500 456,165 COLUMBIA/HCA HEALTHCARE CORP COM 11,702 427,123 233,881 CORNING INC COMMON STOCK 10,900 325,638 334,111 CSX CORP., COMMON STOCK, $1 PAR 3,900 271,538 262,856 DEAN WITTER DISCOVER & CO COMMON STOCK 13,815 467,983 506,789 DEERE & CO., COMMON STOCK, $1 PAR 4,700 311,375 306,209 DELTA AIR LINES, INC., COMMON STOCK $3 PAR 2,800 141,400 152,030 DELUXE CORP., COMMON STOCK 8,000 211,000 229,027 DILLARD DEPARTMENT STORES, INC., CLASS A, COMMON STOCK, NO PAR 34,300 917,525 1,074,958 DOVER CORP., COMMON STOCK $1 PAR 8,000 413,000 233,400 DOW CHEMICAL CO., COMMON STOCK, $2.50 PAR 7,500 504,375 421,855 DOW JONES & CO., INC., COMMON STOCK, $1 PAR 11,300 350,300 328,362 DRESSER INDUSTRIES INC., COMMON STOCK $.25 PAR 12,900 243,488 256,760 DU PONT, E. I. DE NEMOURS & CO., COMMON STOCK, $5 PAR 1,300 72,963 69,582 EG&G, INC., COMMON STOCK, $1 PAR 17,300 244,363 333,031 EASTMAN CHEMICAL CO COMMON STOCK 6,225 314,363 273,713 Schedule 1 Page 6 of 11 COMMON STOCK SHARES MARKET VALUE TOTAL COST EMERSON ELECTRIC CO., COMMON STOCK, $1 PAR 7,400 461,575 303,806 ENTERGY CORP NEW COMMON STOCK 18,500 404,688 654,196 EXXON CORP., COMMON STOCK, NO PAR 10,600 643,950 643,911 FEDERATED DEPT STORES INC. COMMON STOCK 33,500 644,875 688,648 FORD MOTOR CO., COMMON STOCK, $1 PAR 24,900 694,088 698,429 GENERAL DYNAMICS CORP. COMMON STOCK, $1 PAR 12,300 535,050 540,223 GENERAL ELECTRIC COMPANY COMMON STOCK $2.50 PAR 15,300 780,300 645,151 GENERAL MILLS, INC., COMMON STOCK, $.75 PAR 6,000 342,750 348,360 GENERAL MOTORS CORP. COMMON STOCK, $1 2/3 PAR 13,600 572,900 627,126 GENERAL PUBLIC UTILITIES CORP., COMMON STOCK, $2.50 PAR 13,900 364,875 390,589 GENERAL RE CORP., COMMON STOCK 4,000 494,000 347,280 GENUINE PARTS CO., COMMON STOCK, $1 PAR 10,000 360,000 358,080 GIANT FOOD, INC., CLASS A COMMON STOCK $1 PAR 19,400 421,950 394,088 GOODYEAR TIRE & RUBBER CO., COMMON STOCK, NO PAR 13,600 457,300 479,346 GRAINGER, W. W., INC. COMMON STOCK, $1 PAR 9,000 519,750 496,733 GTE CORP. COMMON STOCK, $3.33 1/3 PAR 19,400 589,275 647,659 HALLIBURTON CO. COMMON STOCK, $2.50 PAR 8,000 265,000 237,452 HEINZ, H. J. CO., COMMON STOCK, $3 PAR 10,800 396,900 400,439 HEWLETT-PACKARD CO., COMMON STOCK, $1 PAR 4,900 489,388 199,932 INTERNATIONAL BUSINESS MACHINES CORP., CAPITAL STOCK, $1.25 PAR 5,700 418,950 446,900 JAMES RIVER CORP., OF VIRGINIA, COMMON STOCK, $.10 PAR 18,400 372,600 410,111 JEFFERSON-PILOT CORP. COMMON STOCK, $1.25 PAR 8,900 461,688 220,667 Schedule 1 Page 7 of 11 COMMON STOCK SHARES MARKET VALUE TOTAL COST K MART CORP. COMMON STOCK, $1 PAR 24,300 315,900 521,696 KEYCORP NEW COMMON STOCK 15,819 395,475 462,672 LILLY, EIL & CO., COMMON STOCK, $.62, 1/2 PAR 6,500 426,563 430,779 LOCKHEED CORP., COMMON STOCK, $1 PAR 6,600 479,325 290,982 LOEWS CORP COMMON STOCK $1.00 PAR 1,400 121,625 146,897 LTV CORP NEW COMMON STOCK 13,300 219,450 208,979 MARSH & MC LENNAN CO. INC., COMMON STOCK, $1 PAR 4,800 380,400 339,543 MASCO CORP. COMMON STOCK, $1 PAR 16,400 371,050 414,898 MAY DEPARTMENT STORES CO., COMMON STOCK, $.50 PAR 18,000 607,500 690,159 MC DONALDS CORP. COMMON STOCK, NO PAR 28,600 836,550 512,858 MELVILLE CORP. COMMON STOCK, $1 PAR 10,800 333,450 413,436 MERCK & CO. INC., COMMON STOCK, $.02 7/9 PAR 8,900 339,313 297,139 MINNESOTA MINING AND MANUFACTURING CO., COMMON STOCK, NO PAR 8,700 464,363 435,897 NATIONAL MEDICAL ENTERPRISES INC., COMMON STOCK, $.05 PAR 30,300 427,988 457,559 NATIONAL SERVICE INDUSTRIES, INC., COMMON STOCK, $1 PAR 15,400 394,625 341,912 NATIONSBANK CORP COMMON STOCK 6,800 306,850 317,668 NAVISTAR INTL CORP NEW COMMON STOCK 10,500 158,813 221,878 NBD BANCORP INC., COMMON STOCK, $6.25 PAR 15,350 420,206 326,480 NEWMONT MINING CORP. COMMON STOCK, $1.60 PAR 13,500 486,000 528,843 OCCIDENTAL PETROLEUM CORP., COMMON STOCK $.20 PAR 17,500 336,875 347,218 Schedule 1 Page 8 of 11 COMMON STOCK SHARES MARKET VALUE TOTAL COST ORYX ENERGY CO COMMON STOCK 11,700 138,938 220,622 PACIFIC GAS & ELECTRIC CO. COMMON STOCK, $10 PAR 15,400 375,375 428,004 PACIFIC TELESIS GROUP, COMMON STK 3,900 111,150 121,830 PANHANDLE EASTERN CORP., COMMON STOCK, NO PAR 20,300 400,925 412,601 PECO ENERGY CO COMMON STOCK 12,600 308,700 348,021 PENNEY, J.C. CO., INC., COMMON STOCK, $.50 PAR 10,500 468,563 487,472 PEPSICO, INC., COMMON STOCK, $.05 PAR 11,400 413,250 413,034 POLAROID CORP., COMMON STOCK, $1 PAR 6,800 221,000 204,311 PPG INDUSTRIES INC., COMMON STOCK, $1.66 2/3 PAR 3,700 137,363 129,311 RAYTHEON CO., COMMON STOCK, $1.25 PAR 12,000 766,500 515,321 RITE AID CORP., COMMON STOCK, $1 PAR 18,200 425,425 334,771 ROCKWELL INTERNATIONAL CORP. COMMON STOCK, $1 PAR 3,800 135,850 129,522 ROYAL DUTCH PETE CO, N.Y. REGISTRY SH PAR N 5 GLDR 3,800 409,450 301,564 RYDER SYSTEM, INC., COMMONS STOCK, $.75 PAR 10,300 226,600 229,773 SCHLUMBERGER LTD. COMMON STOCK, $1 PAR 2,400 120,900 139,398 SNAP-ON INC COM 11,900 395,675 388,008 SONAT INC., COMMON STOCK, $3.75 PAR 1,300 36,400 35,085 SOUTHERN CO., COMMON STOCK, $5 PAR 9,200 184,000 170,253 SPRINT CORP COMMON STOCK 13,600 375,700 455,235 SUN TRUST BANKS, INC., COMMON STOCK, $2.50 PAR 9,600 458,400 353,808 SUPER VALU INC. COMMON STOCK 11,200 273,000 275,096 Schedule 1 Page 9 of 11 COMMON STOCK SHARES MARKET VALUE TOTAL COST TELE COMMUNICATIONS INC CL A NEW COMMON STOCK 16,400 356,700 381,489 TENNECO, INC. COMMON STOCK, $5 PAR 11,000 467,500 480,555 TEXAS UTILITIES CO., COMMON STOCK, NO PAR 10,600 339,200 348,708 TRAVELERS INC COM 14,200 459,725 469,947 UNILEVER NV, N.Y. SHARES 4 GUILDERS PAR 3,000 349,500 340,851 UNION PACIFIC CORP., COMMON STOCK, $5 PAR 11,900 539,963 656,078 UNITED TECHNOLOGIES CORP., COMMON STOCK, $5 PAR 6,900 433,838 323,275 UNOCAL CORP. COMMON STOCK, $8 1/3 PAR 14,200 386,950 385,365 UNUM CORPORATION COMMON STOCK 12,200 460,550 551,724 US WEST, COMMON STOCK 10,100 359,813 353,437 VIACOM INC., CLASS B COMMON 6,800 277,100 224,499 WACHOVIA CORP COMMON STOCK NEW $5.00 PAR 10,400 335,400 356,824 WALT DISNEY COMPANY COMMON STOCK 11,000 506,000 462,660 WARNER LAMBERT CO., COMMON STOCK, $1 PAR 5,300 408,100 337,966 WEYERHAEUSER CO., COMMON STOCK, $1.875 PAR 12,100 453,750 481,541 WHIRLPOOL CORP. COMMON STOCK, $1 PAR 5,200 261,300 176,998 WITCO CORP., COMMON STOCK, $5 PAR 16,200 399,427 226,239 XEROX CORP. COMMON STOCK, $1 PAR 700 69,300 51,048 TOTAL COMMON STOCK 1,447,971 $ 49,541,642 $ 47,524,395 Schedule 1 Page 10 of 11 MORTGAGES, NOTES, CONTRACTS SHARES MARKET VALUE TOTAL COST ALLSTATE LIFE GA-5715, 8.25% DUE 7/8/99 & 10/8/99 DC 1,759,146 $ 1,759,146 $ 1,759,146 CANADA LIFE GUARANTEED INVESTMENT CONTRACT #P-45327 393,240 393,240 393,240 COMMONWEALTH LIFE #ADA-00470FR 5.87% DUE 10/22/97 1,117,348 1,117,348 1,117,348 COMMONWEALTH LIFE ADA-00484FR, 5.61% MATURES: 12/30/97, 6/30/98 2,196,270 2,196,270 2,196,270 GUARANTEED INVESTMENT CONTRACT #GVC-91124 MATURITY DATE 12/15/95 1,625,301 1,625,301 1,625,301 HARTFORD LIFE GA-9630, 6.10% MATURES 3/31/99 1,111,927 1,111,927 1,111,927 HARTFORD LIFE GA-9639 5.25% MATURES 3/26/97 1,095,095 1,095,095 1,095,095 HARTFORD LIFE GA-9683, 5.41 MATURES 6/20/97, 12/21/98 1,090,632 1,090,632 1,090,632 HARTFORD LIFE GA-9782, INTEREST RATE 4.82% MAT DATES 10/1/96, 10/1/97, 10/1/98 1,057,297 1,057,297 1,057,297 NEW YORK LIFE GA-06751, 5.80% MATURES 3/31/98 1,106,300 1,106,300 1,106,300 NEW YORK LIFE GA-06751-3, 6.07% DUE 2/26/99 1,050,475 1,050,475 1,050,475 NEW YORK LIFE INSURANCE CO. GA-06751-2 INT. 5.18% DUE 8/29/97, 1/29/99 1,049,910 1,049,910 1,049,910 OHIO NATIONAL LIFE INSURANCE CO - GIC #GA-5426 7.54% DUE 10/07/96 613,966 613,966 613,966 OHIO NATIONAL LIFE INSURANCE CO - GIC #GA-5427 7.57% DUE 12/05/96 614,450 614,450 614,450 OHIO NATIONAL LIFE INSURANCE COMPANY GA-5554 6.91% MATURES 10/1/98, 1/22/99 1,707,571 1,707,571 1,707,571 PRINCIPAL CONTRACT #GA-16008 INT. RATE 8.35% MAT. 5/25/95, 3/25/96 & 8/26/96 2,016,178 2,016,178 2,016,178 PRINCIPAL MUTUAL CONTRACT #GA4-6826 5.67% DUE 4/1/98 890,596 890,596 890,596 Schedule 1 Page 11 of 11 MORTGAGES, NOTES, CONTRACTS SHARES MARKET VALUE TOTAL COST PRINCIPAL MUTUAL GA4-6826-2 6.23% MATURES: 8/24/98, 12/23/98, 4/23/99 1,677,932 1,677,932 1,677,932 PROTECTIVE LIFE CONTRACT #GA-516 INT. RATE MAT. 2/25/95, 2/25/96, & 6/25/96 1,587,762 1,587,762 1,587,762 PROTECTIVE LIFE INS 11-28-97 CONTRACT #GA768 6.87% 1,009,511 1,009,511 1,009,511 STATE MUTUAL LIFE ASSURANCE CO. GA-92012-A-1 6.01%, MATURES 4/1/94, 4/1/98 560,022 560,022 560,022 STATE MUTUAL LIFE GA92012-A-3-4-5, 5.66% MATURES 10/31/94, 2/27/98, 6/30/98 1,108,183 1,108,183 1,108,183 STATE MUTUAL LIFE INSURANCE #92012A-6 6.58% DUE 4/14/1999 1,046,805 1,046,805 1,046,805 THE TRAVELERS CONTRACT #GR-15824 INT. RATE 8.62% MAT. 8/31/95, 11/30/95, & 5/31/96 2,034,767 2,034,767 2,034,767 TOTAL MORTGAGES, NOTES, CONTRACTS 29,520,684 $29,520,685 $29,520,685 Schedule 2 Page 1 of 1 The Montana Power Company Deferred Savings and Employee Stock Ownership Master Trust Schedule of Reportable Transactions for the Year Ended December 31, 1994 Transactions of an amount in excess of five percent of the current value of the Master Trust assets as of the beginning of the year, reportable under the provisions of the Employee Retirement Income Security Act of 1974, for the year ended December 31, 1994 were as follows: Number of Face Amount Purchases Transactions or Shares Cost Collective Short-Term Investment Fund (Invested Daily Cash Balances) 411 $31,184,755 $31,184,755 Number of Current Sales Transactions Value Cost Collective Short-Term Investment Fund (Invested Daily Cash Balances) 283 $31,237,675 $31,237,675 /TABLE Pursuant to the requirements of the Securities Exchange Act of 1934, The Montana Power Company Retirement Plan Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized. THE MONTANA POWER COMPANY DEFERRED SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN Date: June 29, 1995 By Jerrold P. Pederson Vice President - Chief Financial Officer Consent of Independent Accountants We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-8 No. 33- 24952 and to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-8 No. 33- 28096 of The Montana Power Company relating to The Montana Power Company Deferred Savings and Employee Stock Ownership Plan of our report dated March 17, 1995 appearing on page 4 of this Form 11-K. PRICE WATERHOUSE LLP Portland, Oregon June 26, 1995