11-K 1 final200111k.htm PACIFICORP DECEMBER 2000 11-K PacifiCorp - December 31, 2000 11-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K


(Mark One)

/X/

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2000
OR

/  /

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For the Transition period from _________ to _________

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
825 N.E. Multnomah, Portland, Oregon  97232

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:


SCOTTISH POWER plc
1 Atlantic Quay, Glasgow, G2 8SP, Scotland

 

PacifiCorp K Plus Employee
Savings Plan
Financial Statements and Supplemental Schedule
For the Years Ended December 31, 2000 and 1999

PacifiCorp K Plus Employee Savings Plan
Table of Contents

 

 

Page


Report of Independent Accountants.................................................

Financial Statements:
  Statement of Net Assets Available for Benefits.................................
  Statement of Changes in Net Assets Available for Benefits...................
  Notes to Financial Statements......................................................

Supplemental Schedule:
  Schedule H Part IV Line i
    Schedule of Assets Held for Investment Purposes at End of Year
      December 31, 2000..............................................................


1  


2  
3  
4  




11  

 

Report of Independent Accountants



To the Trustees of
PacifiCorp K Plus Employee Savings Plan


In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the PacifiCorp K Plus Employee Savings Plan (the Plan) at December 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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 schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.



Portland, Oregon
June 25, 2001





1

PacifiCorp K Plus Employee Savings Plan
Statement of Net Assets Available for Benefits
December 31, 2000 and 1999


 

2000

1999


Assets:
  Investments at fair value:
    ScottishPower ADS (Note 2)
    Mutual funds
    Common and commingled trust fund
    Guaranteed investment contracts
    Temporary cash investments
    Participant loans

    Total investments

  Receivables:
    Due from brokers for securities sold
    Dividends and interest

    Total receivables

    Total assets

Liabilities - due to brokers for securities purchased

    Net assets available for Plan benefits




$ 96,729,946
341,751,377
36,659,372
75,134,479
6,287,807
   25,892,512

 582,455,493


8,335,092
         35,299

     8,370,391

590,825,884

     8,494,891

$582,330,993




$114,867,779
394,124,275
37,218,661
83,019,248
9,166,094
   27,860,964

 666,257,021


1,159,104
         45,541

     1,204,645

667,461,666

        576,853

$666,884,813






















The accompanying notes are an integral part of the financial statements.

2

PacifiCorp K Plus Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2000 and 1999


 

2000

1999


Change to net assets attributed to:
  Investment income:
    Net (depreciation) appreciation in fair value of investments
    Dividends
    Interest

    Total investment (loss) income

  Participant contributions
  Transfer from Employee Stock Ownership Plan



  Participant withdrawals
  Administrative expenses
  Transfers to TransAlta Plan (Note 2)



    Net (decrease) increase

Net assets available for benefits beginning of year

Net assets available for benefits end of year




$ (56,736,908)
39,523,262 
    7,470,942 

(9,742,704)

37,684,426 
       874,846 

   28,816,568 

82,862,107 
160,043 
   30,348,238 

 113,370,388 

(84,553,820)

 666,884,813 

$582,330,993 




$ 14,666,682
34,165,311
    6,926,298

55,758,291

35,282,220
       324,733

  91,365,244

52,314,848
207,438
                 -

   52,522,286

38,842,958

 628,041,855

$666,884,813




















The accompanying notes are an integral part of the financial statements.

3

PacifiCorp K Plus Employee Savings Plan
Notes to Financial Statements


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
     (collectively, the Employers) adopted the Plan. The Plan is a tax-qualified Employee
     Savings Plan covering employees of the Employers, except employees identified as "casual
     employees" within the Employers' payroll systems, employees covered by a collective
     bargaining agreement that does not provide for participation in the Plan, leased employees
     and temporary employees. Qualified employees of the Employers become eligible to
     participate after completing one month of service as defined in the Plan. The Plan is subject
     to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

     Effective January 1, 1999, the Plan adopted the American Institute of Certified Public
     
Accountants Statement of Position 99-3, Accounting for and Reporting of Certain Defined
     
Contribution Plan Investments and Disclosure Matters
, which, among other things,
     
eliminates the previous requirement to present fund information for participant directed
     
investments. The adoption of this statement had no effect on reported net assets or changes
     
in net assets available for benefits.

     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
     employee groups, but in no event will the percentage be more than 16% of eligible
     compensation.

     Each of the Employers 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, by resolution of the Board of Directors of the Employers and announced
     to participants, or pursuant to a collective bargaining agreement. Other than for participants
     covered by certain collective bargaining agreements, the Matching Contribution is made to
     the PacifiCorp K Plus Employee Stock Ownership Plan, another employee benefit plan
     sponsored by the Company.





4

PacifiCorp K Plus Employee Savings Plan
Notes to Financial Statements, Continued


1.   Plan Description (Continued)

     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
1
2
3
4
5 or more


0%
20%
40%
60%
80%
100%


     Participant accounts
     Each participant's account is credited with Pre-Tax Contributions, Matching Contributions,
     where applicable, and an allocation of the Plan's net earnings or losses. Pre-Tax
     Contributions are credited based on the participant's election, Matching Contributions are
     credited according to the formula defined in the Plan document, and Plan earnings are
     allocated based on participant account balances.

     Participant withdrawals
     Vested benefits are payable in a lump sum upon retirement, termination, death or disability.
     If the participant's account balance exceeds $5,000, the participant may defer payment, or
     upon retirement, elect installment payments over a specified period of time not exceeding 15
     years from the date of commencement of benefits. The Plan also provides for withdrawals
     due to financial hardship.

     Participant loans
     Participants may borrow from their account balance a minimum of $1,000 up to a maximum
     equal to the lesser of $50,000 or 50% of their account balance under the Plan. Loan terms
     range from 1 to 5 years, or up to 15 years for the purchase of a primary residence, except for
     some loans, which are transferred in from other plans, which maintain their existing terms.
     The loans bear interest at a rate commensurate with local prevailing rates and are secured by
     the balance in the participant's account and an assignment of current pay of the participant
     sufficient to service the loan.

     Plan termination
     Although it has not expressed any intention 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. Upon terminating the Plan, the Company may either liquidate the
     assets or continue to pay benefits as they become payable under Plan provisions. If the assets
     are liquidated, the net assets (after payment of expenses) will be allocated among participants
     in proportion to their account balances.

5

PacifiCorp K Plus Employee Savings Plan
Notes to Financial Statements, Continued


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
     
On November 29, 1999, the Company and Scottish Power plc (ScottishPower) completed
     their merger under which the Company became an indirect subsidiary of ScottishPower.
     Each share of the Company's stock in the Plan was converted to 0.58 ScottishPower
     American Depository Shares (ScottishPower ADS). Each ScottishPower ADS represents
     four ordinary shares of ScottishPower common stock.

     The investments in ScottishPower ADS are stated at fair value based on published market
     quotations at year-end. The per share market values of the ScottishPower ADS at
     December 31, 2000 and 1999 were $30.31 and $28.00, respectively.

     Investments in mutual funds and the common and commingled trust fund are stated at fair
     value based on quoted market prices. Temporary cash investments and participant loans are
     stated at cost, which approximates fair value.

     The Plan's investments in guaranteed investment contracts are stated at contract value, which
     represents contributions made under the contract, plus earnings, less withdrawals. Plan
     management believes that the contract value approximates fair value for the guaranteed
     investment contracts. At December 31, 2000, the fair value of all investment contracts was
     $75,765,895. The average yield to maturity of the guaranteed investment contracts was
     6.24% at December 31, 2000 and 1999. There were no valuation reserves at December 31,
     2000 and 1999.

     Fixed rate guaranteed investment contract crediting rates are applied as determined at the
     time of purchase and are constant until maturity. Variable or floating rate contracts'
     crediting rates are reset from time to time to minimize the spread between market and book
     value for security backed investments or to allow the general account investment to be
     interest rate responsive. The reset values for security backed investment rates are a function
     of contract value, market value, yield and duration. The average crediting interest rate was
     6.36% and 6.14% at December 31, 2000 and 1999. Minimum crediting interest rates vary
     per contract.

     Some investment contracts contain contingencies that could lead to penalties being assessed
     on withdrawals from the contract that are the result of events initiated by the Company such
     as plan terminations, spin-offs or early retirement programs.

     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.

6

PacifiCorp K Plus Employee Savings Plan
Notes to Financial Statements, Continued


2.   Summary of Significant Accounting Policies (Continued)

     Investment transactions and investment income (continued)
     
The Plan presents in the statement of changes in net assets available for benefits the net
     (depreciation) appreciation in the fair value of its investments which consists of the realized
     gains or losses and the unrealized (depreciation) appreciation on these investments.

     Tax status
     
The Internal Revenue Service has determined and informed the Company by letter dated
     June 25, 1996, that the Plan and related trust are designed in accordance with applicable
     sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the
     determination letter. However, the Plan administrator and the Plan's tax counsel believe that
     the Plan is designed and is currently being operated in compliance with the applicable
     provisions of the IRC.

     Payment of Benefits
     
Benefits are recorded when paid. As of December 31, 2000 and 1999, net assets available
     for benefits included benefits of $1,082,540 and $1,410,781, respectively, due to participants
     who have withdrawn from participation in the Plan.

     As a result of the May 4, 2000 sale of the Centralia power plant and adjacent mine to
     TransAlta, the related active employees ceased participation in the Plan. These participants'
     balances totaling $30,348,238 were transferred to a similar plan sponsored by TransAlta.

     Administrative expenses
     
The Plan provides that each participating 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 accounting principles generally
     accepted in the United States of America requires management to make estimates and
     assumptions that affect reported amounts of assets, liabilities and changes therein, and the
     disclosure of contingent assets and liabilities. Actual results could differ from those
     estimates.

     Reclassifications
     
Reclassifications have been made to certain prior year amounts to make them comparable to
     the 2000 presentation. These changes had no effect on previously reported net assets
     available for benefits.



7

PacifiCorp K Plus Employee Savings Plan
Notes to Financial Statements, Continued


2.   Summary of Significant Accounting Policies (Continued)

     New Accounting Pronouncements
     In June 1998, the Financial Accounting Standards Board issued Statement of Financial
     Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and
     Hedging Activities. SFAS No. 133 requires that an entity recognize all derivatives and
     measure those instruments at fair value.

     SFAS No. 133 is effective for fiscal years beginning after June 15, 2000. Pursuant to SFAS
     No. 137, the Plan is required to adopt SFAS No. 133 effective January 1, 2001. Management
     has not yet been able to determine the impact of SFAS No. 133 on the Plan financial
     statements as a result of the inconsistency in accounting literature between SFAS No. 133,
     requiring derivatives to be measured at fair value, and the AICPA Audit and Accounting
     Guide on "Audits of Employee Benefit Plans" and Statement of Position 94-4, "Reporting of
     Investment Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution
     Pension Plans," requiring benefit responsive investment contracts (including synthetic GICs)
     to be measured at contract value. Until this discrepancy is resolved, management is unable to
     determine the impact that SFAS 133 will have on the Plan financial statements. The carrying
     value of those instruments is $75,134,479 at December 31, 2000.

     The actual impact on the Plan's net assets available for plan benefits of adopting SFAS No.
     133 will be made based on the derivative positions and hedging relationships at the date of
     adoption.

3.   Investment Programs

     
Upon enrollment in the Plan, a participant may direct contributions to any of the following
     funds:

     The Equity Fund - invests primarily in equity investments.
     The Balanced Fund - invests primarily in equity investments and bonds.
     The Bond Fund - invests primarily in mortgage-backed securities, U.S. Treasury Bonds, and
     corporate bonds.
     The Stable Asset Fund - invests primarily in guaranteed investment contracts.
     The ScottishPower ADS Fund - invests in ScottishPower ADS.
     The Money Market Fund - invests solely in U.S. treasury securities.
     The Aggressive Equity Fund - invests in equity instruments of small and medium size
     companies.
     The International Equity Fund - invests in equity investments of non-U.S. companies.
     The Life Path Funds - invests in various proportions of equity instruments and fixed income
     and debt instruments. There are five Life Path Funds from which the participant may choose.
     The S&P 500 Index Fund - invests in a portfolio of common stocks designed to match the
     overall return of the S&P 500 Index.
     Participant Loan Fund - loans to participants.


8

PacifiCorp K Plus Employee Savings Plan
Notes to Financial Statements, Continued

3.   Investment Programs (Continued)

     The following presents current value of investments that represent 5% or more of the Plan's
     net assets:

2000

1999


ScottishPower ADS
Dodge & Cox Balanced Fund - The Balanced Fund
MFS-MIT Class 1 Equity Fund - The Equity Fund
Putnam New Opportunities Fund - The Aggressive
  Equity Fund
Bankers Trust Pyramid Equity Index Fund - The S&P
  500 Index Fund


$   96,729,946
64,597,048
112,357,150

101,460,598

36,659,372


$  114,867,779
78,353,404
142,996,643

102,233,184

37,218,661


4.   Net Change in Fair Value of Investments

     For the years ended December 31, 2000 and 1999, the Plan's investments (depreciated)
     appreciated in fair value as follows:

 

2000

1999


ScottishPower ADS
Mutual funds
Common and commingled trust fund

  Net (depreciation) appreciation in fair value of investments


$ 12,706,225 
(66,205,776)
  (3,237,357)

$(56,736,908)


$(31,277,691)
40,603,790 
   5,340,583 

$ 14,666,682 


5.   Party-in-Interest Transactions

     
Certain Plan investments are shares of ScottishPower ADS, the Bankers Trust Pyramid
     Directed Account Cash Fund and Pyramid Equity Index Fund. Indirectly, ScottishPower is
     the Plan Sponsor and Bankers Trust is the Trustee, as defined by the Plan. Therefore, these
     transactions qualify as party-in-interest.













9

PacifiCorp K Plus Employee Savings Plan
Notes to Financial Statements, Continued

5.   Party-in-Interest Transactions (Continued)

     Purchases of sponsor-related stock during the years ended December 31, 2000 and 1999 were
     as follows:

 

Number
of shares


Cost


Balance, December 31, 1998 PacifiCorp common stock

Purchases
Sales
Shares distributed

Balance, November 28, 1999 PacifiCorp common stock

Conversion to ScottishPower ADS at 0.58 ADS per one
  PacifiCorp share

Balance, November 29, 1999 PacifiCorp common stock

Balance, November 29, 1999 ScottishPower ADS

Purchases
Sales
Shares distributed

Balance, December 31, 1999 ScottishPower ADS

Purchases
Sales
Shares distributed

Balance, December 31, 2000 ScottishPower ADS


6,537,854 

1,811,714 
(1,195,573)
    (84,859)

7,069,136 


(7,069,136)

               - 

4,100,099 

29,881 
(23,346)
      (4,137)

4,102,497 

1,230,038 
(2,064,890)
    (76,554)

 3,191,091 


$125,987,642 

33,799,108 
(22,858,075)
   (1,588,972)

135,339,703 


(135,339,703)

                  - 

135,339,703 

926,743 
(772,929)
     (141,493)

135,352,024 

37,601,583 
(67,331,516)
  (2,575,816)

$103,046,275 


6.   Concentration of Risk

     
At December 31, 2000, the Plan's assets consist primarily of investments in financial
     instruments, including temporary cash investments, guaranteed investment contracts,
     ScottishPower ADS, mutual funds, common and commingled trust fund and participant
     loans. The Plan does not require collateral or other security to support the investments in
     these financial instruments. These investments 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 the value of ScottishPower ADS, mutual funds and
     the common and commingled trust fund are subject to changes in market values.





10

Supplemental Schedule




PacifiCorp K Plus Employee Savings Plan
Schedule H Part IV Line i
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 2000



(a)

(b) (c)
Identity of issuer, borrower or

similar party/description of investment

(d)
Shares or
face value


(e)
Current value




*


Common Stock

The ScottishPower ADS Fund




   3,191,091




$   96,729,946

 


Mutual Funds

Dodge & Cox Balanced Fund - The Balanced Fund
PIMCO Total Return Fund - The Bond Fund
MFS-MIT Class 1 Equity Fund - The Equity Fund
Putnam New Opportunities Fund - The Aggressive Equity Fund
T. Rowe Price International Stock Fund - The International Equity Fund
Vanguard Admiral Funds Inc. - The Money Market Fund
Life Path 2000 Fund
Life Path 2010 Fund
Life Path 2020 Fund
Life Path 2030 Fund
Life Path 2040 Fund

    Total Mutual Funds




1,018,560
1,200,684
5,606,644
1,730,819
792,631
10,300,059
86,281
401,071
470,106
332,664
590,436




64,597,048
12,475,104
112,357,150
101,460,598
11,508,997
10,300,059
925,796
5,057,509
7,070,395
5,488,955
    10,509,766

   341,751,377




*


Common and Commingled Trust Fund

Bankers Trust Pyramid Equity Index Fund - The S&P 500 Index Fund




11,408




    36,659,372

 


Guaranteed Investment Contracts - The Stable Asset Fund

Transamerica Occidental, 5.60%, due 7/1/01
Bayersche Landesbank Girozentrale, 6.89%, due 4/23/02
Security Life of Denver, 6.70%, due 4/27/04
Transamerica Occidental, 7.22%, due 5/15/02
Principal Mutual Life, 7.20%, due 9/3/02
Bayersche Landesbank Girozentrale, 6.24%, due 11/15/01
Security Life of Denver, 6.96%, due 7/17/01
Principal Mutual Life, 6.34%, due 2/15/02
Canada Life Assurance Co., 6.00%, due 8/15/01
Metropolitan Life Insurance Co., 6.55%, due 9/8/04
Bank of America, 7.52%, due 9/15/04
GE Life and Annuity ASR Co., 5.94%, due 2/18/03
Metropolitan Life Insurance Co., 6.18%, due 3/27/03
John Hancock Mutual Life, 6.58%, due 6/30/03
Monumental Life Ins. Co., 6.46%, due 6/1/04
Monumental Life Ins. Co., 6.38%, due 2/7/05




2,441,324
2,279,041
1,607,339
3,890,565
2,579,593
2,036,485
3,094,100
3,461,618
3,418,266
3,321,324
2,192,930
3,838,974
2,296,159
3,217,585
2,848,889
1,116,529




2,441,324
2,279,041
1,607,339
3,890,565
2,579,593
2,036,485
3,094,100
3,461,618
3,418,266
3,321,324
2,192,930
3,838,974
2,296,159
3,217,585
2,848,889
1,116,529










11

PacifiCorp K Plus Employee Savings Plan
Schedule H Part IV Line i, Continued
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 2000




(a)

(b) (c)
Identity of issuer, borrower or
similar party/description of investment

(d)
Shares or
face value


(e)
Current value

 


Guaranteed Investment Contracts - The Stable Asset Fund (continued)

Chase Manhattan Bank/Primco Capital Management, Synthetic
    Guaranteed Investment Contract:
        Security Backed Investments, variable rates, due 3/15/02 - 4/16/07
        Synthetic Guaranteed Investment Contract Wrapper
Monumental Life Ins. Co./Primco Capital Management, Synthetic
    Guaranteed Investment Contract:
        Security Backed Investments, variable rates, due 7/31/02 - 5/15/21
        Synthetic Guaranteed Investment Contract Wrapper
State Street Bank & Trust/Primco Capital Management, Synthetic
    Guaranteed Investment Contract:
        Security Backed Investments, variable rates, due 6/30/03 - 3/25/07
        Synthetic Guaranteed Investment Contract Wrapper

    Total Guaranteed Investment Contracts






9,210,110 
(247,425)


12,359,631 
(138,667)


10,197,868 
112,241 






$     9,210,110 
(247,425)


12,359,631 
(138,667)


10,197,868 
       112,241 

    75,134,479 




*


Temporary Cash Investments

Bankers Trust Pyramid Directed Account Cash Fund

 




     6,287,807 

 


Participant Loans

Interest rates ranging from 6.5% to 12.5%

 




    25,892,512 

 


Total Investments

 


$  582,455,493 


*


Denotes a party-in-interest.

   



















12

SIGNATURES



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 HEREUNTO DULY AUTHORIZED.

PacifiCorp


By     DANIEL J. ROSBOROUGH        
        Daniel J. Rosborough
        Administrative Committee Secretary


Date:  June 25, 2001






























13