EXHIBIT (99)b
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________
FORM 11-K
_________
[X] Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1993
OR
[ ] Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition period from _________ to ___________
Commission file number 1-5152
A. Full title of the plan and the address of the plan if
different from that of the issuer named below:
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
PACIFICORP
700 N.E. MULTNOMAH, SUITE 1600
PORTLAND, OREGON 97232-4116
1
REQUIRED INFORMATION
Page No.
________
1. Independent Auditors' Report 3-4
2. Statements of Net Assets Available for
Benefits at December 31, 1993 and 1992 5-6
3. Statements of Changes in Net Assets
Available for Benefits for the Years
Ended December 31, 1993 and 1992 7-8
4. Notes to Financial Statements 9-16
5. Supplemental Schedules as of December 31, 1993
and for the year then ended:
Item 30a - Schedule of Assets Held for
Investment Purposes 17
Item 30d - Schedule of Reportable Transactions 18
* * * * * *
The following supplemental schedules required to be included with
financial statements in connection with Form 5500 filed with the Department of
Labor are not included herein because of the absence of conditions under which
they are required:
Item 30b - Schedule of Loans or Fixed Income Obligations
Item 30c - Schedule of Leases in Default or Classified as
Uncollectible
Item 30e and f - Schedule of Nonexempt Transactions
2
INDEPENDENT AUDITORS' REPORT
____________________________
Utah Power & Light Company
Employee Savings and Stock Purchase
Plan of PacifiCorp:
We have audited the accompanying statements of net assets available for
benefits of the Utah Power & Light Company Employee Savings and Stock Purchase
Plan of PacifiCorp (the Plan) as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1993 and 1992, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund
is presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets
available for benefits and changes in the net assets available for benefits of
the individual funds, and is not a required part of the basic financial
statements. The supplemental schedules, listed in the table of contents, are
presented for the purpose of additional analysis and are not a required part
of the basic financial statements,
3
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. This supplemental information and these
supplemental schedules are the responsibility of the Plan's management. Such
supplemental information by fund and the supplemental schedules have been
subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken
as a whole.
DELOITTE & TOUCHE
Salt Lake City, Utah
April 13, 1994
4
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
DECEMBER 31, 1993
SUPPLEMENTAL INFORMATION BY FUND
__________________________________________________________________________
ASSETS TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
______ ____________ ___________ __________ __________ __________ ___________ __________
INVESTMENTS (stated at fair
value) (Notes 1, 2, and 3):
PacifiCorp common stock....... $ 88,873,631 $80,333,288 $8,540,343 $ - $ - $ - $ -
Other......................... 15,921,077 - - 5,787,341 5,026,256 354,191 4,753,289
____________ ___________ __________ __________ __________ ________ __________
Total Investments.. 104,794,708 80,333,288 8,540,343 5,787,341 5,026,256 354,191 4,753,289
RECEIVABLES - Contributions..... 24,044 20,678 2,213 683 459 11 -
CASH............................ 877 773 86 8 8 2 -
____________ ___________ __________ __________ __________ ________ __________
Total Assets....... 104,819,629 80,354,739 8,542,642 5,788,032 5,026,723 354,204 4,753,289
____________ ___________ __________ __________ __________ ________ __________
LIABILITIES
___________
MANAGEMENT FEES PAYABLE......... 13,516 - - 12,736 - 780 -
____________ ___________ __________ __________ __________ ________ __________
Total Liabilities.. 13,516 - - 12,736 - 780 -
____________ ___________ __________ __________ __________ ________ __________
NET ASSETS AVAILABLE
FOR BENEFITS.................... $104,806,113 $80,354,739 $8,542,642 $5,775,296 $5,026,723 $ 353,424 $4,753,289
____________ ___________ __________ __________ __________ ________ __________
____________ ___________ __________ __________ __________ ________ __________
See Notes to Financial Statements
5
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
DECEMBER 31, 1992
SUPPLEMENTAL INFORMATION BY FUND
___________________________________________________________________________
ASSETS TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
______ ___________ ___________ ___________ __________ __________ __________ ___________
INVESTMENTS (stated at fair
value) (Notes 1, 2 and 3):
PacifiCorp common stock....... $80,845,019 $72,945,268 $7,899,751 $ - $ - $ - $ -
Other......................... 14,354,933 - - 4,785,407 4,650,704 152,022 4,766,800
___________ ___________ __________ __________ __________ _________ __________
Total Investments.. 95,199,952 72,945,268 7,899,751 4,785,407 4,650,704 152,022 4,766,800
RECEIVABLES - Contributions..... 29,876 24,824 3,803 394 510 345 -
CASH............................ 458 399 48 11 - - -
___________ ___________ __________ __________ __________ _________ __________
Total Assets....... 95,230,286 72,970,491 7,903,602 4,785,812 4,651,214 152,367 4,766,800
___________ ___________ __________ __________ __________ _________ __________
LIABILITIES
___________
DUE TO PARTICIPATING EMPLOYEES
(Note 2)....................... 441,567 369,691 51,211 2,021 18,644 - -
MANAGEMENT FEES PAYABLE......... 11,242 - - 10,896 - 346 -
___________ ___________ __________ __________ __________ _________ __________
Total Liabilities.. 452,809 369,691 51,211 12,917 18,644 346 -
___________ ___________ __________ __________ __________ _________ __________
NET ASSETS AVAILABLE
FOR BENEFITS.................... $94,777,477 $72,600,800 $7,852,391 $4,772,895 $4,632,570 $ 152,021 $4,766,800
___________ ___________ __________ __________ __________ _________ __________
___________ ___________ __________ __________ __________ _________ __________
See Notes to Financial Statements
6
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
FOR THE YEAR ENDED DECEMBER 31, 1993
SUPPLEMENTAL INFORMATION BY FUND
_________________________________________________________________________
TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
____________ ___________ __________ __________ __________ ____________ __________
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment Income (Note 2):
Cash Dividends on common
stock of PacifiCorp......... $ 5,140,857 $ 4,642,087 $ 498,770 $ - $ - $ - $ -
Interest and Other Income.... 757,799 5,029 539 - 351,399 - 400,832
Net Appreciation (Depreciation)
in Fair Value of Investments
(Note 3).................... (868,182) (1,511,850) (176,229) 785,457 - 34,440 -
____________ ___________ __________ __________ __________ __________ ________
Total Investment
Income................ 5,030,474 3,135,266 323,080 785,457 351,399 34,440 400,832
____________ ___________ __________ __________ __________ __________ ________
Contributions (Note 1):
Participating Employees...... 5,883,435 4,080,132 856,009 470,204 365,825 111,265 -
Company...................... 3,468,112 3,468,112 - - - - -
____________ ___________ __________ __________ __________ __________ ________
Total Contributions.... 9,351,547 7,548,244 856,009 470,204 365,825 111,265 -
____________ ___________ __________ __________ __________ __________ ________
Fund Transfers - Net........... - - (26,017) 49,173 (84,268) 61,112 -
Loans - Net (Notes 1 and 2).... - 477,898 (61,335) 12,125 (36,689) 1,989 (393,988)
____________ ___________ __________ __________ __________ __________ ________
Total Additions........ 14,382,021 11,161,408 1,091,737 1,316,959 596,267 208,806 6,844
____________ ___________ __________ __________ __________ __________ ________
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Participant Withdrawals
(Note 2)....................... 3,761,649 3,034,425 339,434 201,858 181,169 4,763 -
Transfer to PacifiCorp K Plus
(Note 1)....................... 540,402 373,044 62,052 64,006 20,945 - 20,355
Administrative Expenses(Note 1) 51,334 - - 48,694 - 2,640 -
____________ ___________ __________ __________ __________ __________ ________
Total Deductions....... 4,353,385 3,407,469 401,486 314,558 202,114 7,403 20,355
____________ ___________ __________ __________ __________ __________ ________
NET INCREASE (DECREASE).......... 10,028,636 7,753,939 690,251 1,002,401 394,153 201,403 (13,511)
NET ASSETS AVAILABLE FOR
BENEFITS, JANUARY 1............. 94,777,477 72,600,800 7,852,391 4,772,895 4,632,570 152,021 4,766,800
____________ ___________ __________ __________ __________ __________ _________
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31........... $104,806,113 $80,354,736 $8,542,642 $5,775,296 $5,026,723 $ 353,424 $4,753,289
____________ ___________ __________ __________ __________ __________ _________
____________ ___________ __________ __________ __________ __________ _________
See Notes to Financial Statements
7
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
FOR THE YEAR ENDED DECEMBER 31, 1992
SUPPLEMENTAL INFORMATION BY FUND
_______________________________________________________________________
TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
____________ ___________ __________ __________ __________ __________ __________
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment Income(Loss)(Note 2):
Cash Dividends on common
stock of PacifiCorp......... $ 5,841,393 $ 5,276,776 $ 564,617 $ - $ - $ - $ -
Interest and Other Income.... 776,725 5,509 678 - 350,945 - 419,593
Net Appreciation(Depreciation)
in Fair Value of Investments
(Note 3).................... (20,087,666) (18,464,547) (2,001,930) 369,334 - 9,477 -
____________ ___________ __________ __________ __________ __________ __________
Total Investment
Income(Loss)......... (13,469,548) (13,182,262) (1,436,635) 369,334 350,945 9,477 419,593
____________ ___________ __________ __________ __________ __________ __________
Contributions (Note 1):
Participating Employees...... 5,793,238 3,963,783 898,364 454,000 409,359 67,732 -
Company...................... 3,369,215 3,369,215 - - - - -
____________ ___________ __________ __________ __________ __________ __________
Total Contributions.... 9,162,453 7,332,998 898,364 454,000 409,359 67,732 -
____________ ___________ __________ __________ __________ __________ __________
Fund Transfers - Net........... - - 22,159 47,704 (135,072) 65,209 -
Loans - Net (Notes 1 and 2).... - (126,670) (114,503) (44,624) (55,087) 10,852 330,032
____________ ___________ __________ __________ __________ __________ __________
Total Additions........ (4,307,095) (5,975,934) (630,615) 826,414 570,145 153,270 749,625
____________ ___________ __________ __________ __________ __________ __________
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Participant Withdrawals
(Note 2)...................... 5,536,064 4,718,515 377,861 210,118 229,271 299 -
Transfer to PacifiCorp K Plus
Plan (Note 1)................. 276,963 155,405 53,499 27,903 2,708 94 37,354
Administrative Expenses (Note 1) 41,456 - - 40,600 - 856 -
____________ ___________ __________ __________ __________ __________ __________
Total Deductions....... 5,854,483 4,873,920 431,360 278,621 231,979 1,249 37,354
____________ ___________ __________ __________ __________ __________ __________
NET INCREASE (DECREASE).......... (10,161,578) (10,849,854) (1,061,975) 547,793 338,166 152,021 712,271
NET ASSETS AVAILABLE FOR
BENEFITS, JANUARY 1............. 104,939,055 83,450,654 8,914,366 4,225,102 4,294,404 - 4,054,529
____________ ___________ __________ __________ __________ __________ __________
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31........... $ 94,777,477 $72,600,800 $7,852,391 $4,772,895 $4,632,570 $ 152,021 $4,766,800
____________ ___________ __________ __________ __________ __________ __________
____________ ___________ __________ __________ __________ __________ __________
See Notes to Financial Statements
8
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
General
_______
The Utah Power & Light Company Employee Savings and Stock Purchase Plan
of PacifiCorp (the Plan) is a qualified employees' trust under the Internal
Revenue Code and, as such, is exempt from Federal income taxes. The employee
is not taxed on the income of the Plan, PacifiCorp (the Company)
contributions and before-tax employee contributions under Section 401(k) made
for his account, pursuant to the provisions of the Internal Revenue Code,
until such time as the employee receives distributions from the Plan. The
Plan complies with the requirements of the Employee Retirement Income Security
Act of 1974.
The Plan permits participants, at their election, to make supplemental,
tax-deferred contributions to one or more of the separate investment funds as
permitted by Section 401(k) of the Internal Revenue Code. All tax-deferred
contributions to the Plan may not exceed $9,240 for 1994 compared to $8,994
for 1993, as permitted by the Internal Revenue Service regulations. The Plan
also permits participants to borrow from their before-tax employee
contribution accounts and the Company matching portion of their before-tax
accounts. The Plan Committee approves all loans and determines related
interest rates. Payroll deductions are required to repay the loans which must
be repaid within five years, except in the case of loans used to acquire or
construct a principal residence, which loans may be repaid over a period not
to exceed twenty years. Loans must be repaid in full at the time of
retirement or termination.
The Plan has received determination letters from the Internal Revenue
Service stating the Plan is a qualified employee benefit plan. The date of
the most recent of such letters is February 25, 1994.
The cost of administration of the Plan is paid by the Plan, except to
the extent paid by the Company.
9
1. DESCRIPTION OF THE PLAN (Continued)
Eligibility
___________
All bargaining unit Company employees represented by IBEW Local 57 who
complete one year of service (defined as a 12-month period within which an
employee has completed not less than 1,000 hours of service) may participate
in the Plan. For employees who are transferred to IBEW Local 57, prior
service with PacifiCorp or any other PacifiCorp division, subsidiary, or
affiliate shall be included for determining eligibility for participation. As
of December 31, 1993 and 1992, there were 2,432 and 2,454 employees and 335
and 339 former employees participating in the Plan for a total of 2,767 and
2,793, respectively.
Non-bargaining unit employees and Utah Power bargaining unit employees
who transfer from IBEW Local 57 to other PacifiCorp bargaining units or non-
bargaining unit positions will have their accounts in the Plan transferred to
the PacifiCorp K Plus Employee Savings and Stock Ownership Plan (the
PacifiCorp K Plus Plan). During the year ended December 31, 1993 and 1992,
there were 21 and 9 employees, respectively, that were transferred to the
PacifiCorp K Plus Plan.
Fund Participation
__________________
The number of participants in each fund at December 31, 1993 was as
follows:
Basic Fund 2,767
Supplemental:
Fund I - Company Stock Fund 707
Fund II - Equity Investment Fund 457
Fund III - Fixed Income Investment Fund 398
Fund IV - Balanced Fund 141
Loan Fund 961
Many employees have elected to participate in one or more Supplemental
funds in addition to the Basic Fund.
Investment Policy
_________________
Under provisions of the Plan, the Basic Fund and Fund I are invested in
common stock of PacifiCorp, Fund II is invested in the Columbia Trust Company
Common Stock Investment Fund, Fund III is invested in guaranteed investment
contracts, Fund IV is invested in the Columbia Trust Company Balanced
Investment Fund, and the Loan Fund is invested in loans to participants.
10
1. DESCRIPTION OF THE PLAN (Continued)
Funding
_______
The source of funding for the basic portion of the Plan is employee
contributions from 1% to 6% of employees' regular earnings and the Company
matching contributions which are equal to 85% of employee contributions.
The source of funding for the supplemental portion of the Plan is
additional employee contributions from 1% to 10% of employees' regular
earnings.
The Company collects all employee contributions and transmits them,
together with the Company contributions, to the Trustee. All such
contributions and all other cash and stock received under the Plan by the
Trustee are held in the trust for the exclusive benefit of the Plan
participants.
Vesting
_______
All contributions and earnings vest immediately.
Termination Priorities
______________________
In the event the Plan is terminated, the trust is to continue until all
of the assets in the trust have been distributed to participants or their
beneficiaries in accordance with the terms of the Plan in effect at the time
of its termination. No part of the vested trust assets is to revert to or be
recovered by the Company or be used for, or diverted to, any purpose other
than for the exclusive benefit of participants and their beneficiaries.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
_____________________
The Plan financial statements are prepared in accordance with generally
accepted accounting principles. The accounting practices and policies are
consistent with those prescribed or permitted by the Department of Labor.
11
2. SUMMARY OF SIGNIFICANT ACOUNTING POLICIES (Continued)
Investments
___________
The investment in the Company's common stock (Basic and Fund I) is
stated at fair value based on published market quotations at year end.
Dividends from the common stock are accrued on the date the shares trade
without dividend rights.
The investment in Fund II is stated at fair value based on the number of
units of the Columbia Trust Company Common Stock Investment Fund held by the
Plan and the fair value of such units at year end. The unit value is adjusted
to reflect the value of dividends received on shares of stock held by the
fund.
The investment in Fund III is placed in guaranteed investment contracts
and is stated at cost which approximates fair value.
Beginning January 1, 1992, the Plan added Fund IV to the supplemental
funds in which participants may invest. Fund IV is comprised of common
stocks, bonds, and money market investments, and is stated at fair value based
on the number of units of the Columbia Trust Company Balanced Investment Fund
held by the Plan and the fair value of such units at year end. The unit value
is adjusted to reflect the value of dividends received on shares of stock held
by the fund.
The investment in loans to participants (Loan Fund) is stated at the
uncollected principal balances of the loans which approximates fair value.
The temporary investment is carried at cost which approximates fair
value.
Changes in fair value of investments during each year are shown as net
appreciation or depreciation in fair value of investments in the statements of
changes in net assets available for benefits. Investment transactions are
recorded on a trade date basis.
Plan Withdrawals
________________
Withdrawals by and amounts distributable to participants who have
terminated employment are provided for in the financial statements.
Participants' withdrawals from Basic and Fund I are distributed in shares of
the Company's common stock and are stated at the carrying value of the stock
which approximates the fair value as of the most recent quarter end.
12
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In May 1993, generally accepted accounting principles were changed to
provide that liabilities for amounts payable to participants who have elected
to withdraw from the Plan should not be recorded until paid. Accordingly, the
liability due to participating employees who have elected to withdraw was not
accrued on the Plan's statement of net assets available for benefits at
December 31, 1993.
Participants' Accounts
______________________
Investments in the Company's common stock were allocated to
participants' accounts based upon original cost. Net appreciation
(depreciation) in fair value of all funds is allocated to participants'
accounts quarterly.
13
3. INVESTMENTS
Information with respect to the Plan's investments at December 31, 1993
and 1992 are as follows:
Number of Fair
Investments Shares/Units Value
___________ ____________ ______
1993
____
PacifiCorp
common stock 4,616,812 $ 88,873,631
____________
Other:
Columbia Trust Company
Common Stock Investment
Fund 683,808 5,787,341
Provident Life Insurance
Company Guaranteed
Investment
Contract 1,509,353 1,509,353
Allstate Life
Insurance Company
Guaranteed Investment
Contract 1,687,639 1,687,639
Metropolitan Insurance
Company Guaranteed
Investment Contract 1,484,033 1,484,033
First Interstate Bank
of Utah, N.A.
Temporary Investment
Fund, Class B,
No. 2 Account (9194) 345,231 345,231
Columbia Trust Company
Balanced Investment Fund 54,877 354,191
Loans to participants and
related interest, fixed
interest rates at prime
plus 1% ranging from 7.0%
to 12.5% with maturity
dates up to 20 years,
collateralized by participants'
account balances 4,753,289 4,753,289
____________
Total Other 15,921,077
____________
TOTAL $104,794,708
____________
____________
14
3. INVESTMENTS (Continued)
Number of Fair
Investments Shares/Units Value
___________ ____________ ______
1992
____
PacifiCorp
common stock 4,093,418 $ 80,845,019
____________
Other:
Columbia Trust Company
Common Stock Investment
Fund 656,206 4,785,407
Metropolitan Insurance
Company Guaranteed
Investment Contract 332,545 332,545
Allstate Life
Insurance Company
Guaranteed Investment
Contract 1,608,559 1,608,559
Metropolitan Insurance
Company Guaranteed
Investment Contract 1,443,290 1,443,290
First Interstate Bank
of Utah, N.A.
Temporary Investment
Fund, Class B,
No. 2 Account (9194) 1,266,310 1,266,310
Columbia Trust Company
Balanced Investment Fund 26,754 152,022
Loans to participants and
related interest, fixed
interest rates at prime
plus 1% ranging from 7.0%
to 12.5% with maturity
dates up to 20 years,
collateralized by participants'
account balances 4,766,800 4,766,800
____________
Total Other 14,354,933
____________
TOTAL $ 95,199,952
____________
____________
15
3. INVESTMENTS (Continued)
During the year ended December 31, 1993 and 1992, the Plan's investments
(including investments bought, sold, and held during the year) appreciated
(depreciated) in value as follows:
1993 1992
____ ____
Investments
___________
PacifiCorp common stock $(1,688,079) $(20,466,477)
Columbia Trust Company:
Common Stock Investment Fund 785,457 369,334
Balanced Investment Fund 34,440 9,477
___________ ____________
Net appreciation (depreciation)
in fair value $ (868,182) $(20,087,666)
___________ ____________
___________ ____________
4. WITHDRAWALS
In accordance with a May 1993 change in generally accepted accounting
principles, the liability due to participating employees who have elected to
withdraw was not accrued on the Plan's statement of net assets available for
benefits at December 31, 1993. Participant withdrawals included in the 1993
financial statements differ from total participant withdrawals shown on the
Form 5500 reported to the Department of Labor as follows:
Total Basic Fund I Fund II Fund III Fund IV
_____ _____ ______ _______ ________ _______
Participants withdrawals
shown on the 1993 statement
of changes in net assets
available for benefits $3,761,649 $3,034,425 $339,434 $201,858 $181,169 $4,763
Liability due to partici-
pating employees at
December 31, 1993 1,020,172 812,866 80,311 78,350 48,645 -
__________ __________ ________ ________ ________ ______
Total participant withdrawals
shown on the Form 5500 $4,781,821 $3,847,291 $419,745 $280,208 $229,814 $4,763
__________ __________ ________ ________ ________ ______
__________ __________ ________ ________ ________ ______
16
UTAH POWER & LIGHT
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
SUPPLEMENTAL SCHEDULE
ITEM 30A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
Number of Historical Current
Units/ Cost of Value
Description Shares Asset of Asset
___________ __________ __________ ________
PacifiCorp (Party in interest)
common stock 4,616,812 $83,683,853 $88,873,631
___________ ___________
Other:
Columbia Trust Company Common
Stock Investment Fund 683,808 2,864,581 5,787,341
Provident Life Insurance Company
Guaranteed Investment Contract 1,509,353 1,509,353 1,509,353
Allstate Life Insurance Company
Guaranteed Investment Contract 1,687,639 1,687,639 1,687,639
Metropolitan Insurance Company
Guaranteed Investment Contract 1,484,033 1,484,033 1,484,033
First Interstate Bank of Utah,
N.A. Temporary Investment Fund,
Class B, No. 2 Account (9194) 345,231 345,231 345,231
Columbia Trust Company
Balanced Investment Fund 54,877 310,961 354,191
Loans to participants and
related interest, fixed
interest rates at prime plus
1% ranging from 7.0% to 12.5%
with maturity dates up to 20
years, collateralized by
participants' account balances 4,753,289 4,753,289 4,753,289
___________ ____________
Total Other 12,955,087 15,921,077
___________ ____________
TOTAL $96,638,940 $104,794,708
___________ ____________
___________ ____________
17
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
SUPPLEMENTAL SCHEDULE
ITEM 30D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
SERIES REPORTABLE TRANSACTIONS
______________________________
Expenses Current
Number Number Incurred Value of
of of with Asset on Gain
Asset Trans- Units/ Purchase Selling Trans- Cost of Sales or or
Description actions Shares Price Price actions Asset Transfer Date (Loss)
___________ _______ ______ ________ _______ _______ _______ _____________ ______
PacifiCorp (Party in
interest) common stock:
Purchases 81 813,725 $15,344,412 N/A N/A N/A N/A N/A
Distributions to
participants 26 242,230 N/A $4,702,132 N/A $4,702,132 $4,702,132 NONE
SINGLE REPORTABLE TRANSACTION
_____________________________
None
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SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
________
the Employee Savings and Stock Purchase Plan Committee, which administers the
Plan, has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
(REGISTRANT) UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
BY (SIGNATURE) /s/ H. Arnold Wagner
(NAME AND TITLE) H. ARNOLD WAGNER
Plan Committee Member
DATE April 13, 1994
19