1
EXHIBIT (99)b
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________
FORM 11-K
_________
[X] Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1996
OR
[ ] Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to ____________
Commission file number 1-5152
A. Full title of the plan and the address of the plan if different
from that of the issuer named below:
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PACIFICORP
700 N.E. MULTNOMAH, SUITE 1600
PORTLAND, OREGON 97232-4116
2
REQUIRED INFORMATION
Page No.
________
1. Independent Auditors' Report 3-4
2. Statements of Net Assets Available for
Benefits at December 31, 1996 and 1995 5-6
3. Statements of Changes in Net Assets
Available for Benefits for the Years
Ended December 31, 1996 and 1995 7-8
4. Notes to Financial Statements 9-16
5. Supplemental Schedules as of December 31, 1996
and for the year then ended:
Item 27a - Schedule of Assets Held for
Investment Purposes 17
Item 27d - Schedule of Reportable Transactions 18
* * * * * *
The following supplemental schedules required to be included with
financial statements in connection with Form 5500 filed with the Department of
Labor are not included herein because of the absence of conditions under which
they are required:
Item 27b - Schedule of Loans or Fixed Income Obligations
Item 27c - Schedule of Leases in Default or Classified as Uncollectible
Item 27e and f - Schedule of Nonexempt Transactions
3
INDEPENDENT AUDITORS' REPORT
____________________________
Utah Power & Light Company
Employee Savings and Stock Purchase
Plan of PacifiCorp:
We have audited the accompanying statements of net assets available for
benefits of the Utah Power & Light Company Employee Savings and Stock Purchase
Plan of PacifiCorp (the Plan) as of December 31, 1996 and 1995, and the
related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1996 and 1995, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, listed in
the table of contents, are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental information by fund in the statements
of net assets available for benefits and the statements of changes in net
assets available for benefits is presented for the purpose of additional
analysis rather than to present the net assets available for benefits and
changes in the net assets available for benefits of the individual funds. The
supplemental schedules and supplemental information by fund are the
responsibility of the Plan's management.
4
Such supplemental schedules and supplemental information by fund have been
subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken
as a whole.
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
May 1, 1997
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, 1996
SUPPLEMENTAL INFORMATION BY FUND
_____________________________________________________________
ASSETS TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
______ _____________ _____________ ____________ ___________ __________ _________ __________
INVESTMENTS (stated at fair values)
(Notes 1, 2, and 3):
PacifiCorp common stock...... $118,574,303 $108,243,782 $10,330,521 $ - $ - $ - $ -
Other........................ 23,305,190 - - 10,157,498 5,690,774 1,077,235 6,379,683
____________ ____________ ___________ ___________ __________ __________ __________
Total Investments......... 141,879,493 108,243,782 10,330,521 10,157,498 5,690,774 1,077,235 6,379,683
RECEIVABLES -
Contributions................ 6,576 4,189 1,343 354 (88) 778 -
Interest..................... 3,600 3,338 262 - - - -
____________ ____________ ___________ ___________ __________ __________ __________
Total Receivables 10,176 7,527 1,605 354 (88) 778 -
CASH........................... 20 15 1 - 2 2 -
____________ ____________ ___________ ___________ __________ __________ __________
Total Assets.............. 141,889,689 108,251,324 10,332,127 10,157,852 5,690,688 1,078,015 6,379,683
____________ ____________ ___________ ___________ __________ __________ __________
LIABILITIES
___________
MANAGEMENT FEES PAYABLE........ 23,066 - - 20,854 - 2,212 -
____________ ____________ ___________ ___________ __________ __________ __________
Total Liabilities......... 23,066 - - 20,854 - 2,212 -
____________ ____________ ___________ ___________ __________ __________ __________
NET ASSETS AVAILABLE
FOR BENEFITS................... $141,866,623 $108,251,324 $10,332,127 $10,136,998 $5,690,688 $1,075,803 $6,379,683
============ ============ =========== =========== ========== ========== ==========
<FN>
See Notes to Financial Statements
</FN>
6
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
DECEMBER 31, 1995
SUPPLEMENTAL INFORMATION BY FUND
____________________________________________________________
ASSETS TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
______ _____________ _____________ ____________ ___________ __________ _________ __________
INVESTMENTS (stated at fair values)
(Notes 1, 2, and 3):
PacifiCorp common stock...... $118,459,882 $107,484,255 $10,975,627 $ - $ - $ - $ -
Other........................ 21,195,670 - - 8,497,492 5,936,280 830,853 5,931,045
____________ ____________ ___________ __________ __________ ________ __________
Total Investments......... 139,655,552 107,484,255 10,975,627 8,497,492 5,936,280 830,853 5,931,045
RECEIVABLES:
Contributions.................. 32,614 17,738 1,552 740 12,172 412 -
Interest....................... 1,562 1,457 105 - - - -
____________ ____________ ___________ __________ __________ ________ __________
Total Receivables 34,176 19,195 1,657 740 12,172 412 -
CASH........................... 2,142 2,001 142 - - (1) -
____________ ____________ ___________ __________ __________ ________ __________
Total Assets.............. 139,691,870 107,505,451 10,977,426 8,498,232 5,948,452 831,264 5,931,045
____________ ____________ ___________ __________ __________ ________ __________
LIABILITIES
___________
MANAGEMENT FEES PAYABLE........ 19,491 - - 17,755 - 1,736 -
____________ ____________ ___________ __________ __________ ________ __________
Total Liabilities......... 19,491 - - 17,755 - 1,736 -
____________ ____________ ___________ __________ __________ ________ __________
NET ASSETS AVAILABLE
FOR BENEFITS................... $139,672,379 $107,505,451 $10,977,426 $8,480,477 $5,948,452 $829,528 $5,931,045
============ ============ =========== ========== ========== ======== ==========
<FN>
See Notes to Financial Statements
</FN>
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, 1996
SUPPLEMENTAL INFORMATION BY FUND
____________________________________________________________
TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
_____________ ____________ ____________ ___________ __________ _________ __________
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment Income (Notes 2 and 3):
Cash Dividends on common
stock of PacifiCorp....... $ 6,122,015 $ 5,571,894 $ 550,121 $ - $ - $ - $ -
Interest and Other Income.. 900,949 20,425 969 - 354,537 - 525,018
Net Appreciation in Fair Value
of Investments (1,954,846) (3,542,138) (335,561) 1,804,738 - 118,115 -
____________ ____________ ___________ ___________ __________ __________ __________
Total Investment Income.. 5,068,118 2,050,181 215,529 1,804,738 354,537 118,115 525,018
____________ ____________ ___________ ___________ __________ __________ __________
Contributions (Note 1):
Participating Employees.... 6,031,486 4,266,637 636,228 681,324 269,437 177,860 -
Company.................... 3,626,642 3,626,642 - - - - -
____________ ____________ ___________ ___________ __________ __________ __________
Total Contributions.... 9,658,128 7,893,279 636,228 681,324 269,437 177,860 -
____________ ____________ ___________ ___________ __________ __________ __________
Fund Transfers - Net......... - - (282,084) 384,640 (130,586) 28,029 -
Loans - Net (Notes 1 and 2).. - 166,558 (11,758) (48,210) (32,125) (12,190) (62,274)
____________ ____________ ___________ ___________ __________ __________ __________
Total Additions........ 14,726,246 10,110,018 557,915 2,822,492 461,263 311,814 462,744
____________ ____________ ___________ ___________ __________ __________ __________
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Participant Withdrawals
(Notes 2 and 4)............. 12,064,460 9,061,166 1,201,293 1,051,644 693,499 56,858 -
Transfer to PacifiCorp K Plus
(Note 1).................... 381,094 302,979 1,921 36,088 25,528 472 14,106
Administrative Expenses (Note 1) 86,448 - - 78,239 - 8,209 -
____________ ____________ ___________ ___________ __________ __________ __________
Total Deductions....... 12,532,002 9,364,145 1,203,214 1,165,971 719,027 65,539 14,106
____________ ____________ ___________ ___________ __________ __________ __________
NET INCREASE................... 2,194,244 745,873 (645,299) 1,656,521 (257,764) 246,275 448,638
NET ASSETS AVAILABLE FOR
BENEFITS, JANUARY 1........... 139,672,379 107,505,451 10,977,426 8,480,477 5,948,452 829,528 5,931,045
____________ ____________ ___________ ___________ __________ _________ __________
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31......... $141,866,623 $108,251,324 $10,332,127 $10,136,998 $5,690,688 $1,075,803 $6,379,683
============ ============ =========== ========== ========== ========== ==========
<FN>
See Notes to Financial Statements
</FN>
8
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
FOR THE YEAR ENDED DECEMBER 31, 1995
SUPPLEMENTAL INFORMATION BY FUND
____________________________________________________________
TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
_____________ _____________ ____________ ___________ __________ _________ __________
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment Income (Notes 2 and 3):
Cash Dividends on common
stock of PacifiCorp....... $ 5,818,887 $ 5,273,370 $ 545,517 $ - $ - $ - $ -
Interest and Other Income.. 860,653 16,572 1,422 - 406,692 - 435,967
Net Appreciation in Fair Value
of Investments 18,972,908 15,249,278 1,551,585 2,025,756 - 146,289 -
____________ ____________ ___________ __________ __________ ________ __________
Total Investment Income.. 25,652,448 20,539,220 2,098,524 2,025,756 406,692 146,289 435,967
____________ ____________ ___________ __________ __________ ________ __________
Contributions (Note 1):
Participating Employees.... 6,202,388 4,351,128 721,726 646,027 306,879 176,628 -
Company.................... 3,698,459 3,698,459 - - - - -
____________ ____________ ___________ __________ __________ ________ __________
Total Contributions.... 9,900,847 8,049,587 721,726 646,027 306,879 176,628 -
____________ ____________ ___________ __________ __________ ________ __________
Fund Transfers - Net......... - - (26,730) 1,569 55,527 (30,366) -
Loans - Net (Notes 1 and 2).. - (198,592) (156,700) (124,749) (48,454) 11,977 516,518
____________ ____________ ___________ __________ __________ ________ __________
Total Additions........ 35,553,295 28,390,215 2,636,820 2,548,603 720,644 304,528 952,485
____________ ____________ ___________ __________ __________ ________ __________
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Participant Withdrawals
(Notes 2 and 4)............. 7,120,378 5,959,644 620,466 278,974 243,625 17,669 -
Transfer to PacifiCorp K Plus
(Note 1).................... 509,394 443,726 19,433 22,449 1,392 478 21,916
Administrative Expenses (Note 1) 71,004 - - 64,981 - 6,023 -
____________ ____________ ___________ __________ __________ ________ __________
Total Deductions....... 7,700,776 6,403,370 639,899 366,404 245,017 24,170 21,916
____________ ____________ ___________ __________ __________ ________ __________
NET INCREASE................... 27,852,519 21,986,845 1,996,921 2,182,199 475,627 280,358 930,569
NET ASSETS AVAILABLE FOR
BENEFITS, JANUARY 1........... 111,819,860 85,518,606 8,980,505 6,298,278 5,472,825 549,170 5,000,476
____________ ____________ ___________ __________ __________ ________ __________
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31......... $139,672,379 $107,505,451 $10,977,426 $8,480,477 $5,948,452 $829,528 $5,931,045
============ ============ =========== ========== ========== ======== ==========
<FN>
See Notes to Financial Statements
</FN>
9
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
General
_______
The Utah Power & Light Company Employee Savings and Stock Purchase Plan
of PacifiCorp (the Plan) is a qualified defined contribution plan under
Section 401(k) of the Internal Revenue Code and is exempt from Federal income
taxes. The employee's tax liability is deferred until the employee receives
distributions from the Plan. This deferral applies to the income of the Plan,
the contributions of PacifiCorp (the Company) and the before-tax contributions
of the employee. The Plan complies with the requirements of the Employee
Retirement Income Security Act of 1974, as amended.
The Plan permits participants, at their election, to make supplemental,
tax-deferred contributions to one or more of the separate investment funds as
permitted by Section 401(k) of the Internal Revenue Code. Each participant's
annual combined tax-deferred contributions to the Plan may not exceed $9,500
for 1996 and $9,240 for 1995, as permitted by the Internal Revenue Service
regulations. The Plan also permits participants to borrow from their before-
tax employee contribution accounts and the Company matching portion of the
participant's before-tax accounts. The Plan Committee approves all loans and
determines related interest rates. Payroll deductions are required to repay
the loans which must be repaid within five years, except in the case of loans
used to acquire or construct a principal residence, which loans may be repaid
over a period not to exceed twenty years. Loans must be repaid in full at the
time of retirement or termination.
The Plan has received determination letters from the Internal Revenue
Service stating the Plan is a qualified employee benefit plan. The date of
the most recent of such letters is February 25, 1994.
10
1. DESCRIPTION OF THE PLAN (Continued)
The cost of administration of the Plan is paid by both the Plan and the
Company.
Eligibility
___________
All bargaining unit Company employees represented by IBEW Local 57 who
complete one year of service (defined as a 12-month period within which an
employee has completed not less than 1,000 hours of service) may participate
in the Plan. For employees who are transferred to IBEW Local 57, prior
service with PacifiCorp or any other PacifiCorp division, subsidiary, or
affiliate shall be included for determining eligibility for participation. As
of December 31, 1996 and 1995, there were 2,120 and 2,252 employees and 403
and 425 former employees participating in the Plan for a total of 2,523 and
2,677, respectively.
Utah Power bargaining unit employees who transfer from IBEW Local 57 to
other PacifiCorp bargaining units or non-bargaining unit positions will have
their accounts in the Plan transferred to the PacifiCorp K Plus Employee
Savings and Stock Ownership Plan (the PacifiCorp K Plus Plan). During the
years ended December 31, 1996 and 1995 there were 10 and 14 employees
respectively who transferred to the PacifiCorp K Plus Plan.
Fund Participation
__________________
The number of participants in each fund at December 31, 1996 was as
follows:
Basic Fund 2,523
Supplemental:
Fund I - Company Stock Fund 593
Fund II - Equity Investment Fund 557
Fund III - Stable Asset Fund 331
Fund IV - Balanced Fund 207
Loan Fund 819
Employees may participate in one or more Supplemental funds in addition
to the Basic Fund.
11
1. DESCRIPTION OF THE PLAN (Continued)
Investment Policy
_________________
Under provisions of the Plan, the Basic Fund and Fund I are invested in
common stock of PacifiCorp, Fund II is invested in the Columbia Trust Company
Domestic Common Stock Investment Fund, Fund III is invested in stable asset
investment contracts, Fund IV is invested in the Columbia Trust Company
Domestic Balanced Investment Fund, and the Loan Fund is invested in loans to
participants.
Funding
_______
The source of funding for the basic portion of the Plan is employee
contributions from 1% to 6% of employees' regular earnings and the Company
matching contributions which are equal to 85% of employee contributions.
The source of funding for the supplemental portion of the Plan is
additional employee contributions from 1% to 10% of employees' regular
earnings.
The Company collects all employee contributions and transmits them,
together with the Company contributions, to the Trustee. All such
contributions and all other cash and stock received under the Plan by the
Trustee are held in the trust for the exclusive benefit of the Plan
participants.
Vesting
_______
All contributions and earnings vest immediately.
Termination Priorities
______________________
On July 1, 1997, the Plan will be merged into the PacifiCorp K Plus
Plan. The trust shall continue until all of the assets in the trust have been
transferred to the trust of the K Plus Plan. No part of the vested trust
assets is to revert to or be recovered by the Company or be used for, or
diverted to, any purpose other than for the exclusive benefit of participants
and their beneficiaries.
12
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
_____________________
The Plan financial statements are prepared in accordance with generally
accepted accounting principles. The accounting practices and policies are
consistent with those prescribed or permitted by the Department of Labor.
Investments
___________
The investment in the Company's common stock (Basic and Fund I) is
stated at fair value based on published market quotations at year end.
Dividends from the common stock are accrued on the date the shares trade
without dividend rights.
The investment in Fund II is stated at fair value based on the number of
units of the Columbia Trust Company Domestic Common Stock Investment Fund held
by the Plan and the fair value of such units at year end. The unit value is
adjusted to reflect the value of dividends received on shares of stock held by
the fund.
The investment in Fund III is placed in stable asset investment
contracts and is stated at cost which approximates fair value.
The investment in Fund IV is comprised of common stocks, bonds, and
money market investments, and is stated at fair value based on the number of
units of the Columbia Trust Company Domestic Balanced Investment Fund held by
the Plan and the fair value of such units at year end. The unit value is
adjusted to reflect the value of dividends received on shares of stock held by
the fund.
The investment in loans to participants (Loan Fund) is stated at the
uncollected principal balances of the loans which approximates fair value.
Changes in fair value of investments during each year are shown as net
appreciation or (depreciation) in fair value of investments in the statements
of changes in net assets available for benefits. Investment transactions are
recorded on a trade date basis.
13
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Generally accepted accounting principles provide that liabilities for
amounts payable to participants who have elected to withdraw from the Plan
should not be recorded until paid. Accordingly, the liability due to
participating employees who have elected to withdraw are not accrued (see
Note 4).
Plan Withdrawals
________________
Participants' withdrawals from Basic and Fund I are distributed in
shares of the Company's common stock and are stated at the carrying value of
the stock, which approximates the fair value, as of the most recent quarter
end.
Participants' Accounts
______________________
Investments in the Company's common stock were allocated to
participants' accounts based upon original cost. Net appreciation
(depreciation) in fair value of all funds is allocated to participants'
accounts quarterly.
14
3. INVESTMENTS
Information with respect to the Plants investments at December 31, 1996
and 1995 are as follows:
Number of Fair
Investments Shares/Units Value
___________ ____________ _____
1996
____
PacifiCorp common stock 5,784,112 $ 118,574,303
_____________
Other:
Columbia Trust Company
Common Stock Investment
Fund 732,899 10,157,498
U. S. Trust Company
Capital Preservation
Fund 583,273 547,000
Wells Fargo Bank
Stable Assets Fund
for EBT Retirement Plans 1,659,332 1,659,332
Wells Fargo Bank 3,484,442 3,484,442
Secured Market Deposit Account
Columbia Trust Company
Balanced Investment Fund 117,951 1,077,235
Loans to participants and
related interest, fixed
interest rates at prime
plus 1% ranging from 7.0%
to 12.5% with maturity
dates up to 20 years,
collateralized by participants'
account balances 6,379,683 6,379,683
_____________
Total Other 23,305,190
_____________
TOTAL $ 141,879,493
=============
15
3. INVESTMENTS (Continued)
Number of Fair
Investments Shares/Units Value
___________ ____________ _____
1995
____
PacifiCorp common stock 5,607,568 $118,459,882
____________
Other:
Columbia Trust Company
Common Stock Investment
Fund 751,211 8,497,492
Provident Life Insurance
Company Guaranteed
Investment Contract 1,633,504 1,633,504
Allstate Life Insurance
Company Guaranteed
Investment Contract 1,934,990 1,934,990
Metropolitan Insurance
Company Guaranteed
Investment Contract 1,636,875 1,636,875
U. S. Trust Company
Capital Preservation
Fund 730,911 730,911
Columbia Trust Company
Balanced Investment Fund 102,991 830,853
Loans to participants and
related interest, fixed
interest rates at prime
plus 1% ranging from 7.0%
to 12.5% with maturity
dates up to 20 years,
collateralized by participants'
account balances 5,931,045 5,931,045
____________
Total Other 21,195,670
____________
TOTAL $139,655,552
============
16
3. INVESTMENTS (Continued)
During the year ended December 31, 1996 and 1995, the Plan's investments
(including investments bought, sold, and held during the year) appreciated
(depreciated) in value as follows:
1996 1995
____ ____
Investments
___________
PacifiCorp common stock $ (3,877,699) $ 16,800,863
Columbia Trust Company:
Common Stock Investment Fund 1,804,738 2,025,756
Balanced Investment Fund 118,115 146,289
____________ ____________
Net appreciation (depreciation)
in fair value $ (1,954,846) $ 18,972,908
============ ============
4. WITHDRAWALS
In accordance with generally accepted accounting principles, the liability due
to participating employees who have elected to withdraw from the Plan was not
accrued on the Plan's statement of net assets available for benefits at
December 31, 1996 and 1995. Participant withdrawals included in the 1996 and
1995 financial statements differ from total participant withdrawals shown on
the Form 5500 for 1996 and 1995 reported to the Department of Labor as
follows:
Total Basic Fund I Fund II Fund III Fund IV
_____ _____ ______ _______ ________ _______
1996
____
Participants withdrawals
shown on the 1996 statement
of changes in net assets
available for benefits $12,064,460 $9,061,166 $1,201,293 $1,051,644 $693,499 $56,858
Less: Liability due to
participating employees
at December 31, 1995 (2,179,059) (1,652,077) (190,078) (191,468) (140,424) (5,012)
Liability due to participating
employees at December 31,
1996 1,390,059 1,002,728 170,523 81,226 40,950 94,632
___________ __________ __________ __________ ________ ________
Total participant withdrawals
shown on the Form 5500 $11,275,460 $8,411,817 $1,181,738 $ 941,402 $594,025 $146,478
=========== ========== ========== ========== ======== ========
Total Basic Fund I Fund II Fund III Fund IV
_____ _____ ______ _______ ________ _______
1995
____
Participants withdrawals
shown on the 1995 statement
of changes in net assets
available for benefits $7,120,378 $5,959,644 $620,466 $278,974 $243,625 $17,669
Less: Liability due to
participating employees
at December 31, 1994 (258,359) (214,891) (18,514) (3,446) (21,508) -
Liability due to participating
employees at December 31,
1995 2,179,059 1,652,077 190,078 191,468 140,424 5,012
__________ __________ ________ ________ ________ _______
Total participant withdrawals
shown on the Form 5500 $9,041,078 $7,396,830 $792,030 $466,996 $ 362,541 $22,681
========== ========== ======== ======== ========= =======
17
UTAH POWER & LIGHT
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
SUPPLEMENTAL SCHEDULE
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
Number of Historical Current
Units/ Cost of Value
Description Shares Asset of Asset
___________ _________ __________ ________
PacifiCorp (Party in interest)
common stock 5,784,112 $ 107,449,556 $ 118,574,303
_____________ ____________
Other:
Columbia Trust Company Common
Stock Investment Fund 732,899 8,727,261 10,157,498
U. S. Trust Company
Capital Preservation
Fund 547,000 547,000 547,000
Wells Fargo Bank
Stable Assets Fund
for EBT Retirement Plans 1,659,332 1,659,332 1,659,332
Wells Fargo Bank
Secured Market Deposit Account 3,484,442 3,484,442 3,484,442
Columbia Trust Company
Balanced Investment Fund 117,951 981,359 1,077,235
Loans to participants and
related interest, fixed
interest rates at prime plus
1% ranging from 7.0% to 12.5%
with maturity dates up to 20
years, collateralized by
participants' account balances 6,379,683 6,379,683 6,379,683
____________ ____________
Total Other 21,779,077 23,305,190
____________ ____________
TOTAL $129,228,633 $141,879,493
============ ============
18
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
SUPPLEMENTAL SCHEDULE
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
SERIES REPORTABLE TRANSACTIONS
______________________________
Current
Value of
Expenses Asset on
Asset Number of Number of Purchase Selling Incurred with Cost of Sales or Gain or
Description Transactions Units/Shares Price Price Transactions Asset Transfer Date (Loss)
____________ ____________ ________ _______ _____________ _______ _____________ _______
PacifiCorp
(Party in interest)
common stock:
Purchases 81 797,936 $16,739,438 N/A N/A N/A N/A N/A
Distributions to
Participants 28 644,808 N/A $8,273,539 N/A $8,273,539 $8,273,539 NONE
SINGLE REPORTABLE TRANSACTION
_____________________________
Current
Value of
Expenses Asset on
Asset Number of Number of Purchase Selling Incurred with Cost of Sales or Gain or
Description Transactions Units/Shares Price Price Transactions Asset Transfer Date (Loss)
____________ ____________ ________ _______ _____________ _______ _____________ _______
Columbia Trust
Common Stock
Fund:
Purchases
1 742,959 $8,797,717 N/A N/A N/A N/A N/A
Sales 1 749,636 N/A $8,797,717 N/A $3,641,350 $8,797,717 $5,156,367
19
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
________
1934, the Employee Savings and Stock Purchase Plan Committee, which
administers the Plan, has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
(REGISTRANT) UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
BY (SIGNATURE) /s/ H. Arnold Wagner
(NAME AND TITLE) H. ARNOLD WAGNER
Plan Committee Member
DATE June 9, 1997