EXHIBIT (99)c
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
FORM 11-K
____________________
/X/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of
_ 1934
For the Fiscal Year Ended December 31, 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:
PACIFICORP
K PLUS EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PACIFICORP
700 N.E. Multnomah
Suite 1600
Portland, Oregon 97232
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS
______________________________________________________________________________
PAGE
____
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-10
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1996:
Item 27a - Schedule of Assets Held for Investment Purposes 11-12
Item 27d - Schedule of Reportable Transactions - Series 13
Item 27d - Schedule of Reportable Transactions - Single 14
Schedules not filed herewith are omitted because of the absence of conditions
under which they are required.
1
INDEPENDENT AUDITORS' REPORT
PacifiCorp K Plus Employee Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the PacifiCorp K Plus Employee Savings Plan (the "Plan") as of
December 31, 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, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
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 accompanying supplemental schedules
for the year ended December 31, 1996, listed in the Table of Contents, are
presented for the purpose of additional analysis and are not a required part
of the basic financial statements, but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit
of the basic 1996 financial statements and, in our opinion, are fairly stated
in all material respects when considered in relation to the basic 1996
financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Portland, Oregon
June 23, 1997
2
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
______________________________________________________________________________
1996 1995
ASSETS:
Investments at fair value (Note 3):
PacifiCorp common stock $ 68,052,518 $ 69,099,009
Mutual Funds 247,912,805 180,126,286
Guaranteed investment contracts 70,676,640 62,931,727
Temporary cash investments 29,147,248 16,524,124
Participant loans 27,919,472 20,911,145
___________ ___________
Total investments 443,708,683 349,592,291
___________ ___________
Receivables:
Due from brokers for securities sold 269,422 506,425
Dividends and interest 1,079,165 465,830
Participant contributions 803,065 995,351
___________ ___________
Total receivables 2,151,652 1,967,606
___________ ___________
Total assets 445,860,335 351,559,897
___________ ___________
LIABILITIES:
Due to brokers for securities purchased 18,241,797 980,506
Other liabilities - 1,147,904
___________ ___________
Total liabilities 18,241,797 2,128,410
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS $427,618,538 $349,431,487
=========== ===========
<FN>
See notes to financial statements.
</FN>
3
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
______________________________________________________________________________
1996 1995
INCREASES TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair value of
investments (Note 4) $ 8,752,952 $ 39,163,119
Dividends 22,168,150 11,952,936
Interest and other investment income 5,905,884 7,452,109
___________ ___________
Total investment income 36,826,986 58,568,164
Participant contributions 31,896,032 31,809,258
Merged from Centralia Mining Company
Thrift Plan (Note 8) 26,076,580 -
Net Transfers and other receipts 178,755 883,810
___________ ___________
Total increases 94,978,353 91,261,232
___________ ___________
DECREASES TO NET ASSETS ATTRIBUTED TO:
Participant withdrawals 16,493,289 19,060,255
Administrative expenses 298,013 459,259
___________ ___________
Total decreases 16,791,302 19,519,514
___________ ___________
NET INCREASE 78,187,051 71,741,718
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 349,431,487 277,689,769
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS
END OF YEAR $427,618,538 $349,431,487
=========== ===========
<FN>
See notes to financial statements.
</FN>
4
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
______________________________________________________________________________
1. PLAN DESCRIPTION
The following brief description of the PacifiCorp K Plus Employee Savings
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan document for more complete
information.
GENERAL - Effective January 1, 1988, PacifiCorp (the "Company") and most
of its subsidiaries ("Employers") adopted the Plan. The Plan is a
tax-qualified employee savings plan covering all employees of the
Employers, except employees identified as "casual employees" within the
Employer's payroll system, employees covered by a collective bargaining
agreement that does not provide for participation in the Plan, leased
employees, and temporary employees. Qualified employees of the Employers
become eligible to participate after completing one month of service as
defined in the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
PARTICIPANT CONTRIBUTIONS - Participants may elect to contribute a
percentage of their pre-tax annual compensation as defined in the Plan
("Pre-Tax Contributions"). Different percentages can apply to separate
Employers, but in no event will the percentage be more than 16% of
eligible compensation, or 14% for participants eligible to participate in
the PacifiCorp K Plus Employee Stock Ownership Plan.
Each Employer makes a matching contribution each year for each
participant ("Matching Contribution"). The Matching Contribution is a
percentage of the participant's Pre-Tax Contribution for the year, up to
6% of the participant's compensation for the year. The Matching
Contribution percentage is 50% or a percentage fixed in the Employer's
adoption statement or by resolution of the Board of Directors of the
Employer and announced to participants, or pursuant to a collective
bargaining agreement. Other than for employees covered by certain
collective bargaining agreements, the Matching Contribution is made to
the PacifiCorp K Plus Employee Stock Ownership Plan.
VESTING - Pre-Tax Contributions are fully vested at all times. Matching
contributions are vested based on years of service as follows:
YEARS OF SERVICE PERCENT VESTED
________________ ______________
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
PARTICIPANT ACCOUNTS - Each participant's account is credited with
Pre-Tax Contributions, Matching Contributions, where applicable, and an
allocation of the Plan's earnings. Pre-Tax Contributions are
5
credited based on the participant's election, Matching Contributions are
credited according to the formula in the Plan, and Plan earnings are
allocated based on participant account balances.
PARTICIPANT WITHDRAWALS - Vested benefits are payable in a lump sum upon
retirement, termination, death or disability. If the participant's
account balance exceeds $3,500, the participant may defer payment, or
upon retirement, elect installment payments over a specified period of
time not exceeding 15 years from the date of commencement of benefits.
The Plan also provides for withdrawals due to financial hardship.
PARTICIPANT LOANS - Participants may borrow from their account balance a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 100%
of their account balance under the Plan. Loan terms range from 1 to 5
years or up to 15 years for the purchase of a primary residence. The
loans bear interest at a rate commensurate with local prevailing rates
and are secured by the balance in the participant's account and an
assignment of current pay of the participant sufficient to service the
loan.
PLAN TERMINATION - Although it has not expressed any intentions to do so,
the Company may wholly or partially terminate the Plan or direct the
discontinuance of contributions at any time, subject to the provisions of
ERISA.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan are prepared
under the accrual method of accounting.
INVESTMENT VALUATION - The investment in PacifiCorp common stock is
stated at fair value based on published market quotations at year end.
The per share market values of the PacifiCorp common stock at
December 31, 1996 and 1995 were $20.500 and $21.125, respectively. The
Pacific Telecom, Inc. common stock fund was discontinued in 1995 (see
Note 7).
The Plan's investments in guaranteed investment contracts are stated at
contract value which represents contributions made under the contract,
plus earnings, less withdrawals. Management believes that the contract
value approximates fair value for the guaranteed investment contracts.
The average yield to maturity of the guaranteed investment contracts was
6.14% at December 31, 1996 and 6.51% at December 31, 1995. There were no
valuation reserves at December 31, 1996 and 1995. Investments in mutual
funds are stated at fair value based on quoted market prices. Temporary
cash investments and participant loans are stated at cost which
approximates fair value.
INVESTMENT TRANSACTIONS AND INVESTMENT INCOME - Investment transactions
are accounted for on the date the investments are purchased or sold
(trade date). Interest income is recorded as earned. Dividend income is
recorded on the ex-dividend date. Changes in fair value of investments
during the year are recorded as net appreciation or depreciation in fair
value of investments.
FEDERAL INCOME TAXES - The Plan is a tax-qualified retirement plan in
accordance with Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and related provisions. The Plan includes elective
contribution provisions designed to qualify under Code Section 401(k) and
related provisions. The Company has received a determination letter dated
June 23, 1993 in which the Internal Revenue Service stated that the Plan,
as then designed, was in compliance with the applicable requirements of
the Code. The Plan has been amended since receiving the determination
letter. However, the plan administrator believes that the Plan is
currently designed and being operated in
6
compliance with the applicable requirements of the Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
BENEFITS PAYABLE - As of December 31, 1996 and 1995, net assets available
for benefits included benefits of $45,880 and $226,267, respectively, due
to participants who have withdrawn from participation in the Plan.
ADMINISTRATIVE EXPENSES - The Plan provides that each employer may pay
administrative costs and expenses of the Plan; those costs not paid by
each employer are paid from Plan assets.
PARTICIPANT LOANS - Loan transactions are treated as a transfer between
the investment funds and the Participant Loan Fund.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of increases and decreases to net assets during the reporting
period. Actual results could differ from those estimates.
RECLASSIFICATIONS - Certain reclassifications have been made to prior
year balances in order to conform with current year presentation. These
reclassifications had no effect on previously reported net assets
available for benefits.
3. INVESTMENT PROGRAMS AND FUND INFORMATION
Upon enrollment in the Plan, a participant may direct participant
contributions in any of the following funds:
A. The Equity Fund, which consists primarily of equity investments.
B. The Balanced Fund, which consists primarily of equity investments
and bonds.
C. The Bond Fund, which consists primarily of mortgage-backed
securities, U.S. Treasury bonds, and Corporate bonds.
D. The Stable Asset Fund, which consists primarily of guaranteed
insurance contracts.
E. The PacifiCorp Stock Fund, which consists of PacifiCorp common
stock.
F. The Pacific Telecom Stock Fund, which was discontinued in 1995 (see
Note 7) consisted primarily of common stock of Pacific Telecom, Inc.
G. The Money Market Fund, which consists solely of U.S. Treasury
Securities.
H. The Aggressive Equity Fund, which consists of equity instruments of
smaller and medium sized companies.
I. The International Equity Fund, which consists of equity instruments
of non-U.S. companies.
J. The Life Path Funds, which consist of various proportions of equity
instruments and fixed income and debt instruments. There are five
Life Path Funds from which the participant may choose.
The participant loan fund is used to account for loans to participants.
7
Participant contributions, participant withdrawals/loan disbursements,
and investment income and net assets by fund are as follows for the years
ended December 31, 1996 and 1995:
1996 1995
Participant contributions:
Equity Fund $ 8,887,126 $ 9,681,817
Balanced Fund 5,228,986 5,314,634
Bond Fund 912,824 1,097,784
Stable Asset Fund 4,147,397 5,244,091
PacifiCorp Stock Fund 5,052,044 6,530,308
Pacific Telecom Stock Fund - 661,002
Money Market Fund 519,696 127,908
Aggressive Equity Fund 5,378,157 953,577
International Equity Fund 821,790 161,520
Life Path 2000 85,659 12,129
Life Path 2010 263,662 75,058
Life Path 2020 280,293 72,887
Life Path 2030 166,816 43,176
Life Path 2040 151,582 29,757
Pending investment account - 1,803,610
__________ __________
Total $31,896,032 $31,809,258
========== ==========
Participant withdrawals/loan disbursements:
Equity Fund $ 4,745,965 $ 7,917,953
Balanced Fund 2,980,129 4,661,321
Bond Fund 527,012 942,736
Stable Asset Fund 7,026,916 9,920,393
PacifiCorp Stock Fund 4,474,127 5,350,586
Pacific Telecom Stock Fund - 1,190,132
Money Market Fund 482,842 83,961
Aggressive Equity Fund 1,456,597 357,925
International Equity Fund 133,625 11,149
Life Path 2000 2,258 22,799
Life Path 2010 81,555 43,220
Life Path 2020 95,681 30,772
Life Path 2030 (2,674) (342)
Life Path 2040 (1,566) 2,977
Pending distribution account 220,040 (326,404)
Participant Loans Fund (5,729,218) (11,148,923)
__________ __________
Total $16,493,289 $ 19,060,255
========== ===========
8
1996 1995
Investment income (loss):
Equity Fund $17,750,492 $24,430,637
Balanced Fund 7,649,695 10,527,359
Bond Fund 192,698 1,449,465
Stable Asset Fund 4,421,764 5,231,226
PacifiCorp Stock Fund 1,577,703 13,808,880
Pacific Telecom Stock Fund - 298,704
Money Market Fund 297,565 52,798
Aggressive Equity Fund 2,190,433 1,828,251
International Equity Fund 668,871 56,787
Life Path 2000 36,291 20,079
Life Path 2010 164,279 42,096
Life Path 2020 188,920 43,754
Life Path 2030 104,656 22,954
Life Path 2040 126,373 25,796
Pending distribution account 24,879 9,209
Pending investment account 46,585 19,193
Participant Loans Fund 1,385,782 700,976
__________ __________
Total $36,826,986 $58,568,164
========== ==========
Net assets:
Equity Fund $107,837,715 $ 85,518,672
Balanced Fund 70,972,707 51,911,753
Bond Fund 8,784,708 9,266,955
Stable Asset Fund 80,912,821 77,172,862
PacifiCorp Stock Fund 68,604,714 69,419,732
Pacific Telecom Stock Fund 16 16
Money Market Fund 6,858,004 5,606,052
Aggressive Equity Fund 40,372,116 21,701,823
International Equity Fund 6,291,211 2,212,875
Life Path 2000 609,588 649,226
Life Path 2010 1,914,276 1,020,445
Life Path 2020 1,848,547 904,600
Life Path 2030 1,126,702 373,115
Life Path 2040 1,098,144 415,203
Pending distribution account 138,007 342,712
Pending investment account 2,120,572 1,901,756
Participant Loans Fund 28,128,690 21,013,690
___________ ___________
Total $427,618,538 $349,431,487
=========== ===========
The pending accounts consist of cash held at year end awaiting investment
or distribution.
9
4. NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
For the years ended December 31, 1996 and 1995, the Plan's investments
appreciated (depreciated) in fair value as follows:
1996 1995
PacifiCorp common stock $(1,810,979) $ 9,966,263
Pacific Telecom, Inc. common stock - (19,774)
Mutual funds 10,563,931 29,323,374
Guaranteed investment contracts - (106,744)
__________ __________
Net appreciation in fair value
of investments $ 8,752,952 $39,163,119
========== ==========
5. RELATED-PARTY TRANSACTIONS
Purchases of employer-related stock during the years ended December 31,
1996 and 1995 were as follows:
Pacific Telecom, Inc.
PacifiCorp Common Stock Common Stock
_______________________ ________________________
Number Number
of Shares Cost of Shares Cost
Balance, December 31, 1994 3,447,122 $64,588,937 314,882 $ 7,680,969
Purchases 267,420 5,133,246 14,050 422,483
Sales (413,036) (7,863,152) (328,790) (8,099,731)
Distributed to participants (30,547) (552,113) (142) (3,721)
_________ __________ ________ __________
Balance, December 31, 1995 3,270,959 61,306,918 - -
Purchases 369,420 7,440,299 - -
Sales (296,092) (5,552,382) - -
Distributed to participants (24,652) (450,174) - -
_________ __________ ________ __________
Balance, December 31, 1996 3,319,635 $62,744,661 - $ -
========= ========== ======== ==========
6. INVESTMENTS EXCEEDING 5% OF NET ASSETS AVAILABLE FOR BENEFITS
Investments which exceeded 5% of net assets available for benefits as of
December 31, 1996 and 1995 are as follows:
1996 1995
PacifiCorp Common Stock $ 68,052,518 $69,099,009
Dodge & Cox Balanced Fund 71,016,252 52,060,057
Columbia Management Equity Fund 107,911,041 85,889,537
Putnam New Opportunities Fund 40,416,605 21,712,741
Bankers Trust Pyramid Directed
Account Cash Fund 29,147,248 -
10
7. MERGER OF PACIFIC TELECOM, INC.
On September 27, 1995, holders of a majority of the 5.3 million shares of
outstanding common stock held by minority shareholders of Pacific
Telecom, Inc. voted in favor of the merger of an indirectly wholly-owned
subsidiary of the Company into Pacific Telecom, Inc. As a result of the
merger, the common stock held by minority shareholders (other than shares
as to which dissenters' rights were perfected) were converted into the
right to receive $30 per share in cash and Pacific Telecom, Inc. became
an indirectly wholly-owned subsidiary of the Company.
8. MERGER OF CENTRALIA MINING COMPANY THRIFT PLAN
Effective December 31, 1996, the Centralia Mining Company Thrift Plan was
merged into the Plan. As a result of the merger, the net assets available
for benefits of the Centralia Mining Company Thrift Plan were transferred
into the Plan on that date. The assets transferred consisted of
$20,376,281 in cash, 241,253 shares of PacifiCorp common stock valued at
$4,945,687 at December 31, 1996 and participant loan investments totaling
$754,612. Participants of the Centralia Mining Company Thrift Plan became
participants of the Plan effective January 1, 1997.
9. CONCENTRATION OF RISK
The Plan's assets consist primarily of financial instruments including
temporary cash investments, investment contracts, PacifiCorp common
stock, mutual funds, and participant loans. These financial instruments
may subject the Plan to concentrations of risk, as from time to time,
cash balances exceed amounts insured by the Federal Deposit Insurance
Corporation, market value of securities are dependent on the ability of
the issuers to honor contractual commitments, and investments in common
stock are subject to changes in market values of the stock.
10. SUBSEQUENT EVENT
Effective July 1, 1997, the Utah Power and Light Company Employee Savings
and Stock Purchase Plan of PacifiCorp will be merged into the Plan.
* * * * * *
11
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
______________________________________________________________________________
SHARES
OR
IDENTITY OF ISSUE, BORROWER, FACE CURRENT
OR SIMILAR PARTY VALUE COST VALUE
MUTUAL FUNDS:
Dodge & Cox Balanced Fund 1,187,166 $ 64,249,597 $ 71,016,252
PIMCO Total Return Fund 837,644 8,675,250 8,795,260
Columbia Management Equity Fund 5,602,858 101,124,831 107,911,041
Putnam New Opportunities Fund 994,748 37,969,770 40,416,605
T. Rowe Price International Stock Fund 456,604 5,923,294 6,301,134
Vanguard Admiral Funds Inc. 6,862,123 6,862,123 6,862,123
Life Path 2000 Fund 56,217 597,885 609,952
Life Path 2010 Fund 157,861 1,805,386 1,916,439
Life Path 2020 Fund 143,401 1,709,332 1,857,049
Life Path 2030 Fund 82,807 1,049,742 1,127,829
Life Path 2040 Fund 75,906 1,015,407 1,099,121
___________ ___________
Total Mutual Funds 230,982,617 247,912,805
___________ ___________
COMMON STOCK:
* PacifiCorp common stock 3,319,635 62,744,661 68,052,518
___________ ___________
GUARANTEED INVESTMENT CONTRACTS:
Sun Life Assurance, 5.46%, due 12/27/98 2,000,000 2,344,657
Sun Life Assurance, 5.80%, due 3/18/98 1,000,000 1,244,051
First Allmerica Financial Life Ins.,
6.95%, due 5/12/99 843,309 902,053
First Allmerica Financial Life Ins.,
6.95%, due 3/12/99 843,309 902,053
Safeco Life Ins., 7.23%, due 4/3/97 500,000 686,999
Principal Mutual, 5.75%, due 5/29/98 1,000,000 1,231,033
Safeco Life Ins., 6.88%, due 11/10/99 1,333,333 1,391,946
Safeco Life Ins., 6.88%, due 9/11/00 1,333,333 1,391,946
Transamerican Occidental, 5.60%,
due 7/22/00 5,000,000 5,235,263
Life of Virginia, 6.47%, due 11/4/97 1,000,000 1,287,606
Life of Virginia, 5.64%, due 6/30/98 1,500,000 1,819,635
Hartford Life, 7.51%, due 7/27/99 1,000,000 1,192,172
Lincoln National, 6.84%, 2/28/97 500,000 696,145
Prudential Life, 6.95%, due 12/30/97 2,500,000 3,293,835
Prudential Life, 5.61%, due 5/29/98 1,000,000 1,222,800
Protective Life, 6.24%, due 8/27/97 1,000,000 1,021,454
Principal Mutual, 7.40%, due 4/23/99 1,500,000 1,806,996
___________
Forward 23,853,284 27,670,644
(Continued)
12
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
______________________________________________________________________________
SHARES
OR
IDENTITY OF ISSUE, BORROWER, FACE CURRENT
OR SIMILAR PARTY VALUE COST VALUE
GUARANTEED INVESTMENT CONTRACTS (Continued):
Forward $ 23,853,284 $ 27,670,644
Lincoln National, 6.75%, due 1/30/98 1,500,000 1,946,245
Nationwide Insurance, 7.20%, due 5/29/97 750,000 1,032,070
Life of Virginia, 7.40%, due 6/28/99 2,000,000 2,394,976
New York Life, 5.63%, due 7/31/98 1,250,000 1,278,921
New York Life, 5.63%, due 4/30/98 1,250,000 1,278,921
Nationwide Insurance, 6.75%, due 10/22/97 1,000,000 1,314,958
Nationwide Insurance, 5.85%, due 9/30/97 333,333 423,498
New York Life, 7.45%, due 7/23/99 750,000 889,907
New York Life, 7.45%, due 9/23/99 750,000 889,907
New York Life, 5.70%, due 11/30/98 2,000,000 2,378,400
New York Life, 5.10%, due 8/31/98 1,500,000 1,762,663
Safeco Life, 6.54%, due 7/1/97 1,200,000 1,590,191
Sun Life Assurance, 6.60%, due 7/31/97 1,000,000 1,332,849
Business Mens Co., 6.53%, due 2/25/98 1,000,000 1,055,194
Allstate Life, 7.00%, due 10/13/97 1,000,000 1,323,001
Business Mens Co., 6.21%, due 2/19/98 1,000,000 1,053,544
Business Mens Co., 5.71%, due 6/9/98 1,500,000 1,540,706
Business Mens Co., 5.93%, due 6/17/98 1,000,000 1,031,744
Business Mens Co., 5.63%, due 1/15/99 1,400,000 1,406,950
Confederation Life, 0.00%, due 6/30/97 1,000,000 1,059,731
Confederation Life, 0.00%, due 6/30/97 1,000,000 1,207,802
Hartford Life, 5.45%, due 9/27/98 3,000,000 3,550,603
Safeco Life, 7.20%, due 3/3/97 500,000 686,130
Safeco Life, 6.88%, due 11/9/00 1,333,333 1,391,946
Bayerische Landesbank Girozentrale,
6.89%, due 3/15/01 4,000,000 4,119,728
Bayerische Landesbank Girozentrale,
6.24%, due 11/15/01 2,000,000 2,007,502
Security Life of Denver, 6.96%, due 7/17/01 3,000,000 3,057,909
___________ ___________
Total Guaranteed Investment Contracts 61,869,950 70,676,640
___________ ___________
PARTICIPANT LOANS:
Interest rates ranging from 6.5% to 12.5%,
maturities ranging from 1/2/97 to 12/26/11 27,919,472 27,919,472
___________ ___________
TEMPORARY CASH INVESTMENTS:
* Bankers Trust Pyramid Directed
Account Cash Fund 29,147,248 29,147,248
___________ ___________
TOTAL INVESTMENTS $412,663,948 $443,708,683
=========== ===========
<FN>
* Denotes parties-in-interest (Concluded)
</FN>
13
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS - SERIES
YEAR ENDED DECEMBER 31, 1996
________________________________________________________________________________________________________________________
Transactions reportable as defined in Section 2520.103-6 of the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, are as follows:
(H)
(F) CURRENT
EXPENSE VALUE OF
(A) (B) (C) (D) (E) INCURRED (G) ASSET ON (I)
IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE WITH COST OF TRANSACTION NET GAIN/
PARTY INVOLVED OF ASSET PRICE PRICE RENTAL TRANSACTION ASSET DATE (LOSS)
*Bankers Trust BT Pyramid Directed
Account Cash Fund $134,406,233 $ - $ - $ - $134,406,233 $134,406,233 $ -
*Bankers Trust BT Pyramid Directed
Account Cash Fund - 122,169,975 - - 122,169,975 122,169,975 -
*Bankers Trust Dodge & Cox
Balanced Fund 22,114,392 - - - 22,114,392 22,114,392 -
*Bankers Trust Dodge & Cox
Balanced Fund - 8,214,021 - - 7,542,908 8,214,021 671,113
*Bankers Trust Columbia Common
Stock Fund Inc. 32,369,450 - - - 32,369,450 32,369,450 -
*Bankers Trust Columbia Common
Stock Fund Inc. - 13,397,610 - - 11,256,302 13,397,610 2,141,308
*Bankers Trust Putnam New Oppor-
tunities Fund 30,246,715 - - - 30,246,715 30,246,715 -
*Bankers Trust Putnam New Oppor-
tunities Fund - 13,417,771 - - 12,181,907 13,417,771 1,235,864
<FN>
*Denotes party-in-interest.
</FN>
14
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS - SINGLE
YEAR ENDED DECEMBER 31, 1996
________________________________________________________________________________________________________________________
Transactions reportable as defined in Section 2520.103-6 of the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, are as follows:
(H)
(F) CURRENT
EXPENSE VALUE OF
(A) (B) (C) (D) (E) INCURRED (G) ASSET ON (I)
IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE WITH COST OF TRANSACTION NET GAIN/
PARTY INVOLVED OF ASSET PRICE PRICE RENTAL TRANSACTION ASSET DATE (LOSS)
*Bankers Trust BT Pyramid Directed
Account Cash Fund $21,885,456 $ - $ - $ - $21,885,456 $21,885,456 $ -
<FN>
*Denotes party-in-interest.
</FN>
15
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
________
1934, the K Plus Employee Savings Administrative Committee, which administers
the Plan, has duly caused this annual report to be signed on its behalf by the
undersigned hereunder duly authorized.
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
/s/WILLIAM E. PERESSINI
William E. Peressini, Committee Member
June 25, 1997