UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from ________________ to _______________
Commission File Number 1-5532-99
PORTLAND GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
OREGON 93-0256820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
121 SW SALMON STREET, PORTLAND, OREGON 97204
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (503) 464-8000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of May 14, 1998: 42,758,877 shares of Common Stock, $3.75
par value. (All shares are owned by Enron Corp.)
TABLE OF CONTENTS
PAGE
NUMBER
DEFINITIONS 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income 3
Consolidated Statements of Retained Earnings 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flow 5
Notes to Consolidated Financial Statements.............. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations........... 7
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings...................................... 11
Item 6 - Exhibits and Reports on Form 8-K....................... 11
Signature Page.................................................. 12
DEFINITIONS
AFDC...............................Allowance For Funds Used During Construction
Bonneville Pacific...............................Bonneville Pacific Corporation
BPA.............................................Bonneville Power Administration
Coyote Springs..................................Coyote Springs Generation Plant
Enron...............................................................Enron Corp.
ESP.....................................................Energy Service Provider
FERC.......................................Federal Energy Regulatory Commission
Holdings........................................Portland General Holdings, Inc.
kWh...............................................................Kilowatt-Hour
Mill......................................................One tenth of one cent
MWa...........................................................Average megawatts
MWh...............................................................Megawatt-hour
NYMEX..............................................New York Mercantile Exchange
OPUC or the Commission.........................Oregon Public Utility Commission
Portland General or PGC............................Portland General Corporation
PGE or the Company............................Portland General Electric Company
PUHCA................................Public Utility Holding Company Act of 1935
Trojan.....................................................Trojan Nuclear Plant
USDOE........................................United States Department of Energy
WAPA...............................................Western Area Power Authority
WNP-3..............................Washington Public Power Supply System Unit 3
2
Portland General Electric Company and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME FOR THE
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
Three Months Ended
March 31
1998 1997
(Millions of Dollars)
OPERATING REVENUES $ 314 $ 368
OPERATING EXPENSES
Purchased power and fuel 123 157
Production and distribution 34 28
Administrative and other 27 24
Depreciation and amortization 37 40
Taxes other than income taxes 16 15
Income taxes 25 39
262 303
NET OPERATING INCOME 52 65
OTHER INCOME (DEDUCTIONS)
Miscellaneous 2 -
Income taxes 1 1
3 1
INTEREST CHARGES
Interest on long-term debt and other 17 17
Interest on short-term borrowings 1 1
18 18
NET INCOME 37 48
PREFERRED DIVIDEND REQUIREMENT 1 1
INCOME AVAILABLE FOR COMMON STOCK $ 36 $ 47
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS FOR THE
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(Unaudited)
Three Months Ended
March 31
1998 1997
(Millions of Dollars)
BALANCE AT BEGINNING OF PERIOD $ 270 $ 292
NET INCOME 37 48
MISCELLANEOUS - (1)
307 339
DIVIDENDS DECLARED
Common stock - 13
Preferred stock 1 1
1 14
BALANCE AT END OF PERIOD $ 306 $ 325
The accompanying notes are an integral part of these consolidated statements.
3
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1998 AND DECEMBER 31, 1997
(Unaudited)
March 31 December 31
1998 1997
(Millions of Dollars)
ASSETS
ELECTRIC UTILITY PLANT - ORIGINAL COST
Utility plant (includes Construction Work in
Progress of $26 and $27) $ 3,106 $ 3,078
Accumulated depreciation and amortization (1,289) (1,260)
1,817 1,818
OTHER PROPERTY AND INVESTMENTS
Contract termination receivable 102 104
Receivable from parent 104 106
Trojan decommissioning trust, at market 79 84
value
Corporate owned life insurance, less loans 63 58
of $27 and $31
Miscellaneous 17 17
365 369
CURRENT ASSETS
Cash and cash equivalents 4 3
Accounts and notes receivable 125 125
Unbilled and accrued revenues 33 46
Inventories, at average cost 30 30
Prepayments and other 32 21
224 225
DEFERRED CHARGES
Unamortized regulatory assets 809 819
Miscellaneous 24 25
833 844
$ 3,239 $ 3,256
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock equity
Common stock, $3.75 par value per share,
100,000,000 shares authorized,
42,758,877 shares outstanding $ 160 $ 160
Other paid-in capital - net 480 480
Retained earnings 306 270
Cumulative preferred stock
Subject to mandatory redemption 30 30
Long-term obligations 1,005 1,008
1,981 1,948
CURRENT LIABILITIES
Accounts payable and other accruals 134 167
Accrued interest 14 11
Dividends payable 1 1
Accrued taxes 54 63
203 242
OTHER
Deferred income taxes 363 363
Deferred investment tax credits 42 43
Trojan decommissioning and transition costs 307 313
Unamortized regulatory liabilities 254 258
Miscellaneous 89 89
1,055 1,066
$ 3,239 $ 3,256
The accompanying notes are an integral part of
these consolidated balance sheets.
4
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(Unaudited)
Three Months Ended
March 31
1998 1997
(Millions of Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Reconciliation of net income to net cash provided by (used in)
operating activities
Net Income $ 37 $ 48
Non-cash items included in net income:
Depreciation and amortization 33 31
Amortization of Trojan investment 9 9
Amortization of deferred charges (credits) (3) 2
Deferred income taxes - net - (1)
Changes in working capital:
(Increase) Decrease in receivables 12 (3)
(Increase) Decrease in inventories - (2)
Increase (Decrease) in payables and accrued taxes (39) 42
Other working capital items - net (11) (10)
Other - net 1 1
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 39 117
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures & energy efficiency programs (31) (37)
Trojan decommissioning expenditures (6) (3)
Trojan decommissioning trust activity 4 (1)
Other - net - (2)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (33) (43)
CASH FLOW FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term borrowings - (19)
Borrowings from Corporate Owned Life Insurance (4) -
Repayment of long-term debt - (25)
Dividends paid (1) (17)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (5) (61)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1 13
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3 19
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4 $ 32
Supplemental disclosures of cash flow information
Cash paid during the period:
Interest, net of amounts capitalized $ 14 $ 17
Income taxes 40 5
The accompanying notes are an integral part of these consolidated
statements.
5
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - PRINCIPLES OF INTERIM STATEMENTS
The interim financial statements have been prepared by Portland General
Electric Company (PGE) and, in the opinion of management, reflect all material
adjustments which are necessary to a fair statement of results for the interim
period presented. Certain information and footnote disclosures made in the
last annual report on Form 10-K have been condensed or omitted for the interim
statements. Certain costs are estimated for the full year and allocated to
interim periods based on the estimates of operating time expired, benefit
received or activity associated with the interim period. Accordingly, such
costs are subject to year-end adjustment. It is PGE's opinion that, when the
interim statements are read in conjunction with the 1997 Annual Report on
Form 10-K, the disclosures are adequate to make the information presented not
misleading.
RECLASSIFICATIONS - Certain amounts in prior years have been reclassified for
comparative purposes.
NOTE 2 - LEGAL MATTERS
TROJAN INVESTMENT RECOVERY - In April 1996 a circuit court judge in Marion
County, Oregon found that the OPUC could not authorize PGE to collect a return
on its undepreciated investment in Trojan, contradicting a November 1994 ruling
from the same court. The ruling was the result of an appeal of PGE's 1995
general rate order which granted PGE recovery of, and a return on, 87 percent
of its remaining investment in Trojan.
The 1994 ruling was appealed to the Oregon Court of Appeals and stayed pending
the appeal of the Commission's March 1995 order. Both PGE and the OPUC have
separately appealed the April 1996 ruling which was combined with the appeal of
the November 1994 ruling at the Oregon Court of Appeals.
Management believes that the authorized recovery of and return on the Trojan
investment and decommissioning costs will be upheld and that these legal
challenges will not have a material adverse impact on the results of operations
or financial condition of the Company for any future reporting period.
OTHER LEGAL MATTERS - PGE is party to various other claims, legal actions and
complaints arising in the ordinary course of business. These claims are not
considered material.
NOTE 3 - COMPREHENSIVE INCOME
Effective January 1, 1998, PGE adopted Statement of Financial Accounting
Standards (SFAS) No. 130, "Reporting Comprehensive Income". Items includable
in Comprehensive Income are immaterial.
6
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following review of Portland General Electric Company's (PGE) results of
operations should be read in conjunction with the Consolidated Financial
Statements.
Due to seasonal fluctuations in electricity sales, as well as the price of
wholesale energy and fuel costs, quarterly operating earnings are not
necessarily indicative of results to be expected for calendar year 1998.
1998 COMPARED TO 1997 FOR THE THREE MONTHS ENDED MARCH 31
PGE earned $36 million during the first quarter of 1998 compared to earnings of
$47 million in 1997. Reduced earnings were the result of lower margins on
electric sales and higher operating costs.
Revenues declined $54 million compared to the first quarter 1997 due to the
transfer of wholesale trading activities to a non-regulated affiliate. Retail
revenues were flat. The number of retail customers increased by 15,000 since
the first quarter of 1997. However, due to warmer temperatures, use per
customer was down 5.5%.
MEGAWATT-HOURS SOLD (THOUSANDS)
1998 1997
Retail 4,726 4,836
Wholesale 3,575 6,419
Energy purchases declined by 40 percent due to the decline in both wholesale
demand and retail usage, contributing to a $34 million reduction in power
costs. Firm prices remained flat at 16.3 mills compared to last year. Below
normal water conditions raised the spot market prices to an average 14.2 mills
compared to 12.2 mills in 1997. As a result, PGE thermal and gas production
increased 61 percent or 959,450 MWh and represented 30 percent of PGE's total
power needs.
MEGAWATT/VARIABLE POWER COSTS
Average Variable
Megawatt-Hours (thousands) Power Cost (Mills/kWh)
1998 1997 1998 1997
Generation 2,543 1,584 7.0 4.3
Firm Purchases 5,648 9,293 16.3 16.3
Spot Purchases 377 692 14.2 12.2
Total Send-Out 8,568 11,569
7
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PGE does not have a fuel adjustment clause as part of its retail rate
structure; therefore, changes in fuel and purchased power expenses are
reflected currently in earnings.
Operating expenses (excluding variable power, depreciation and income
taxes) increased $9 million due the January ice storm repair costs and
higher administrative expense.
Depreciation and amortization expense increases resulted from normal asset
additions (primarily distribution assets).
CASH FLOW
CASH PROVIDED BY OPERATIONS is used to meet the day-to-day cash
requirements of PGE. Supplemental cash is obtained from external
borrowings as needed.
A significant portion of cash from operations comes from depreciation and
amortization of utility plant, charges which are recovered in customer
revenues but require no current cash outlay. Changes in accounts
receivable and accounts payable can also be significant contributors or
users of cash. Decreased cash flow was substantially due to current tax
payments of $40 million compared to $5 million in first quarter 1997.
INVESTING ACTIVITIES include improvements to generation, transmission and
distribution facilities and continued investment in energy efficiency
programs. Through March 31, 1998, $31 million has been expended for capital
projects, primarily improvements to PGE's distribution system to support
the addition of new customers to PGE's service territory.
PGE funds an external trust for Trojan decommissioning costs through
customer collections at a rate of $14 million annually. The trust invests
in investment-grade tax-exempt and U.S. Treasury bonds. Withdrawals from
the trust are made as necessary for reimbursement of decommissioning
expenditures. During the first quarter of 1998 nearly $7 million was
withdrawn from the trust.
FINANCING ACTIVITIES - Cash used for financing activities totaled $5
million in the first quarter 1998 compared to $61 million in 1997. PGE has
issued no new long-term debt in 1997 and has instead relied on short-term
borrowings and cash from operations to manage its day to day financing
requirements. No long-term debt was retired during the first quarter 1998.
The issuance of additional First Mortgage Bonds and preferred stock
requires PGE to meet earnings coverage and security provisions set forth in
the Articles of Incorporation and the Indenture securing its First Mortgage
Bonds. As of March 31, 1998 PGE has the capability to issue preferred
stock and additional First Mortgage Bonds in amounts sufficient to meet its
capital requirements.
8
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL AND OPERATING OUTLOOK
CUSTOMER CHOICE
PROPOSAL
In late 1997 PGE filed a proposal before the OPUC which would give all of
its customers a choice of electricity providers and provide a price
decrease of about 10 percent as early as first quarter 1999. If the
proposal is approved, PGE would become a regulated transmission and
distribution company focused on delivering, but not selling, electricity.
As part of this restructuring PGE is asking for OPUC approval to sell all
its generating assets, power supply and purchase contracts. A sale of
PGE's supply portfolio would allow the OPUC to put a dollar value on
"transition costs", the costs that a regulated utility company would be
unable to recover in a competitive market. PGE is seeking full recovery of
these transition costs.
PGE is dependent upon the regulatory process to ensure that future revenues
will be provided for the recovery of regulatory assets, including the
transition costs mentioned above. In the event that the regulatory process
does not provide revenues for recovery of transition costs, PGE could be
required to write off all or a portion of such amounts from its balance
sheet.
INTRODUCTORY PROGRAM
PGE initiated the Customer Choice Introductory Program to allow over 50,000
PGE customers in four cities to buy their power from competing energy
service providers. To date, over 8,600 or 16 percent of eligible retail
customers have selected alternate energy service providers. There are
fourteen certified energy service providers, with eight currently
scheduling and selling power. This program, which terminates on December
31, 1998, is providing valuable information to PGE, the OPUC and
legislators on the effects of retail competition on PGE and its customers.
PGE does not expect that this program will have a material adverse impact
on 1998 operating margins.
RETAIL CUSTOMER GROWTH AND ENERGY SALES
Weather adjusted retail energy sales grew by 1 percent for the three months
ended March 31, 1998 compared to the same period last year. PGE expects
1998 retail energy sales growth of approximately 3 percent over 1997.
Commercial and manufacturing sales were slightly higher in the first
quarter compared to last year. For 1998, manufacturing is expected to grow
4 percent, which includes high tech, PGE's fastest growing segment.
RESIDENTIAL EXCHANGE PROGRAM - In January 1998 rates for PGE's residential
and small farm customers increased 11.9 percent due to the Bonneville Power
Administration's (BPA)
QUARTERLY INCREASE IN RETAIL CUSTOMERS
QUARTER/YEAR RESIDENTIAL COMMERCIAL/INDUSTRIAL
4Q95 5566 554
1Q96 3633 539
2Q96 3664 76
3Q96 3021 594
4Q96 5151 877
1Q97 3953 509
2Q97 4693 537
3Q97 3529 388
4Q97 3698 12
1Q98 2762 670
9
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
elimination of the Residential Exchange Credit. PGE contested this
decision and has recently come to an agreement with BPA which allows PGE
customers access to federal power in a manner comparable to the access
provided public power customers. Under the agreement (expected to be
finalized in late May 1998) BPA will pay PGE $25.5 million, which will be used
to reduce the retail rates of PGE's residential and small farm customers
over the next few years.
In June 1998, rates for PGE's residential and small farm customers will
decrease by 5 percent, incorporating the Residential Exchange benefits
mentioned above.
POWER SUPPLY
Hydro conditions in the region are below normal. Current projections
forecast the January-to-July runoff to be 86 percent of normal, assuming
normal precipitation for the rest of the run-off season, compared to 150
percent of normal last year. Efforts to restore salmon has reduced the
amount of water available for generation which, if continued, may mean less
water available in the fall and winter for generation when demand for
electricity in the Pacific Northwest is highest.
PGE's base of hydro and thermal generating capacity and the surplus of
electric generating capability in the Western U.S. provides PGE the
flexibility needed to respond to seasonal fluctuations in the demand for
electricity both within its service territory and from its wholesale
customers.
WHOLESALE MARKETING
Wholesale sales declined in the first quarter 1998 due to the transfer of
PGE's long-term wholesale marketing activities to its non-regulated
affiliates. PGE is participating in the wholesale marketplace to balance
its supply of power to meet the needs of its retail customers, manage risk
and to administer PGE's current long-term wholesale contracts.
INFORMATION REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Although PGE believes that its
expectations are based on reasonable assumptions, it can give no assurance
that its goals will be achieved. Important factors that could cause actual
results to differ materially from those in the forward looking statements
herein include, but are not limited to, political developments affecting
federal and state regulatory agencies, the pace of electric industry
deregulation in Oregon and in the United States, environmental regulations,
changes in the cost of power, adverse weather conditions, and the effects
of the Year 2000 date change during the periods covered by the forward
looking statements.
10
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For further information, see PGE's report on Form 10-K for the year ended
December 31, 1997.
COLUMBIA STEEL CASTING CO., INC. V. PGE, PACIFICORP, AND MYRON KATZ, NANCY
RYLES AND RONALD EACHUS, NINTH CIRCUIT COURT OF APPEALS
On June 19, 1990 Columbia Steel filed a complaint for declaratory judgment,
injunctive relief and damages in U.S. District Court for the District of
Oregon contending that a 1972 territory allocation agreement between PGE
and PacifiCorp, dba Pacific Power & Light Company (PP&L), which was
subsequently approved by the OPUC and the City of Portland, does not give
PGE the exclusive right to serve them nor does it allow PP&L to deny
service to them. Columbia Steel is seeking an unspecified amount in
damages amounting to three times the excess power costs paid over a 10 year
period.
On July 3, 1991 the Court ruled that the Agreement did not allocate
customers for the provision of exclusive services and that the 1972 order
of the OPUC approving the Agreement did not order the allocation of
territories and customers. Subsequently, on August 19, 1993 the Court
ruled that Columbia Steel was entitled to receive from PGE approximately
$1.4 million in damages which represented the additional costs incurred by
Columbia Steel for electric service from July 1990 to July 1991, trebled,
plus costs and attorney's fees.
PGE appealed to the U.S. Court of Appeals for the Ninth Circuit which, on
July 20, 1995, issued an opinion in favor of PGE, reversing the judgment
and ordering judgment to be entered in favor of PGE. Columbia Steel filed
a petition for reconsideration and on December 27, 1996, the Ninth Circuit
Court of Appeals reversed its earlier decision, ruling in favor of Columbia
Steel. In early 1997 PGE's request for reconsideration by the Ninth Circuit
was denied. The case was remanded to the US District Court for a new
determination of damages for service rendered from early 1987 to July 1991.
On July 2, 1997 PGE filed a request for certiorari with the US Supreme
Court. On August 2, 1997 the US District Court entered a new judgement in
favor of Columbia Steel for approximately $3.7 million.
On May 4, 1998, the US Supreme Court indicated it would not review the
Ninth Circuit Court decision.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
NUMBER EXHIBIT
27 Financial Data Schedule - UT
(Electronic Filing Only)
b. Reports on Form 8-K
None.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by
the undersigned hereunto duly authorized.
PORTLAND GENERAL ELECTRIC COMPANY
(Registrants)
May 14, 1998 By /S/ STEVEN N. ELLIOTT
Steven N. Elliott
Vice President Finance,
Chief Operating Officer
and Treasurer
May 14, 1998 By /S/ JOSEPH E. FELTZ
Joseph E. Feltz
Controller
Chief Accounting Officer
12
UT
1,000,000
0000784977
PORTLAND-GENERAL-ELECTRIC
3-MOS
DEC-31-1997
MAR-31-1998
PER-BOOK
1,817
365
224
833
0
3,239
160
480
306
946
30
0
1,000
0
0
0
0
0
3
2
1,258
3,239
314
25
237
262
52
3
55
18
37
1
36
0
62
39
0
0
Represents the 12 month-to-date figure ending
December 31, 1997.
