Portland General Electric Company
PORTLAND GENERAL ELECTRIC CO /OR/ (Form: 10-Q, Received: 07/28/2017 06:02:26)
Table of Contents







 
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 June 30, 2017

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: 001-5532-99

PORTLAND GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)

Oregon
     93-0256820          
(State or other jurisdiction of
incorporation or organization)
     (I.R.S. Employer          
     Identification No.)          
121 SW Salmon Street
Portland, Oregon 97204
(503) 464-8000
(Address of principal executive offices, including zip code,
and registrant’s telephone number, including area code) 

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. [x] Yes [ ] No
  
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[x] Yes x [ ] No
  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [x]
Accelerated filer [ ]
Non-accelerated filer [ ]
(Do not check if a smaller reporting company)
 
Smaller reporting company [ ]
 
Emerging growth company [ ]


Table of Contents








If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. [ ]

 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [x] No
 
Number of shares of common stock outstanding as of July 17, 2017 is 89,062,560 shares.
 


Table of Contents


PORTLAND GENERAL ELECTRIC COMPANY
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017

TABLE OF CONTENTS

 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 6.
 
 
 


2

Table of Contents


DEFINITIONS

The following abbreviations and acronyms are used throughout this document:

Abbreviation or Acronym
 
Definition
AFDC
 
Allowance for funds used during construction
AUT
 
Annual Power Cost Update Tariff
Boardman
 
Boardman coal-fired generating plant
Carty
 
Carty natural gas-fired generating plant
Colstrip
 
Colstrip Units 3 and 4 coal-fired generating plant
CWIP
 
Construction work-in-progress
EPA
 
United States Environmental Protection Agency
FERC
 
Federal Energy Regulatory Commission
FMBs
 
First Mortgage Bonds
GAAP
 
Accounting principles generally accepted in the United States of America
GRC
 
General Rate Case
IRP
 
Integrated Resource Plan
Moody’s
 
Moody’s Investors Service
MW
 
Megawatts
MWa
 
Average megawatts
MWh
 
Megawatt hours
NVPC
 
Net Variable Power Costs
OCEP
 
Oregon Clean Electricity and Coal Transition Plan
OPUC
 
Public Utility Commission of Oregon
PCAM
 
Power Cost Adjustment Mechanism
RPS
 
Renewable Portfolio Standard
S&P
 
S&P Global Ratings
SEC
 
United States Securities and Exchange Commission
Trojan
 
Trojan nuclear power plant


3

Table of Contents


PART I FINANCIAL INFORMATION

Item 1.
Financial Statements.
 
PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(Dollars in millions, except per share amounts)
(Unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Revenues, net
$
449

 
$
428

 
$
979

 
$
915

Operating expenses:
 
 
 
 
 
 
 
Purchased power and fuel
118

 
126

 
259

 
275

Generation, transmission and distribution
81

 
64

 
162

 
130

Administrative and other
65

 
61

 
133

 
122

Depreciation and amortization
86

 
83

 
170

 
165

Taxes other than income taxes
31

 
30

 
64

 
60

Total operating expenses
381

 
364

 
788

 
752

Income from operations
68

 
64

 
191

 
163

Interest expense, net
30

 
27

 
60

 
54

Other income:
 
 
 
 
 
 
 
Allowance for equity funds used during construction
3

 
8

 
5

 
15

Miscellaneous income, net
1

 
1

 
2

 

Other income, net
4

 
9

 
7

 
15

Income before income tax expense
42

 
46

 
138

 
124

Income tax expense
10

 
9

 
33

 
26

Net income
$
32

 
$
37

 
$
105

 
$
98

Other comprehensive income
1

 

 

 

Comprehensive income
$
33

 
$
37

 
$
105

 
$
98

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-average shares outstanding—basic and diluted (in thousands)
89,063

 
88,902

 
89,033

 
88,867

 
 
 
 
 
 
 
 
Earnings per share—basic and diluted
$
0.36

 
$
0.42

 
$
1.18

 
$
1.10

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.34

 
$
0.32

 
$
0.66

 
$
0.62

 
 
 
 
 
 
 
 
See accompanying notes to condensed consolidated financial statements.

4


PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
(Unaudited)




 
June 30,
2017
 
December 31,
2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
33

 
$
6

Accounts receivable, net
139

 
155

Unbilled revenues
68

 
107

Inventories
82

 
82

Regulatory assets—current
47

 
36

Other current assets
43

 
77

Total current assets
412

 
463

Electric utility plant, net
6,573

 
6,434

Regulatory assets—noncurrent
536

 
498

Nuclear decommissioning trust
41

 
41

Non-qualified benefit plan trust
36

 
34

Other noncurrent assets
55

 
57

Total assets
$
7,653

 
$
7,527

 
 
 
 
See accompanying notes to condensed consolidated financial statements.





5


PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS, continued
(Dollars in millions)
(Unaudited)



 
June 30,
2017
 
December 31,
2016
LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
90

 
$
129

Liabilities from price risk management activities—current
46

 
44

Current portion of long-term debt
150

 
150

Accrued expenses and other current liabilities
226

 
254

Total current liabilities
512

 
577

Long-term debt, net of current portion
2,200

 
2,200

Regulatory liabilities—noncurrent
989

 
958

Deferred income taxes
685

 
669

Unfunded status of pension and postretirement plans
286

 
281

Liabilities from price risk management activities—noncurrent
158

 
125

Asset retirement obligations
165

 
161

Non-qualified benefit plan liabilities
106

 
105

Other noncurrent liabilities
160

 
107

Total liabilities
5,261

 
5,183

Commitments and contingencies (see notes)

 

Equity:
 
 
 
Portland General Electric Company shareholders’ equity:
 
 
 
Preferred stock, no par value, 30,000,000 shares authorized; none issued and outstanding as of June 30, 2017 and December 31, 2016

 

Common stock, no par value, 160,000,000 shares authorized; 89,062,560 and 88,946,704 shares issued and outstanding as of
June 30, 2017 and December 31, 2016, respectively
1,203

 
1,201

Accumulated other comprehensive loss
(7
)
 
(7
)
Retained earnings
1,196

 
1,150

Total equity
2,392

 
2,344

Total liabilities and equity
$
7,653

 
$
7,527

 
See accompanying notes to condensed consolidated financial statements.



6


PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)

 
Six Months Ended June 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
105

 
$
98

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
170

 
165

Deferred income taxes
20

 
20

Pension and other postretirement benefits
13

 
14

Allowance for equity funds used during construction
(5
)
 
(15
)
Decoupling mechanism deferrals, net of amortization
(15
)
 
(3
)
Other non-cash income and expenses, net
16

 
12

Changes in working capital:
 
 
 
Decrease in accounts receivable and unbilled revenues
55

 
59

Increase in inventories

 
(4
)
Decrease in margin deposits, net
7

 
18

Decrease in accounts payable and accrued liabilities
(29
)
 
(13
)
Other working capital items, net
11

 
6

Other, net
(15
)
 
(19
)
Net cash provided by operating activities
333

 
338

Cash flows from investing activities:
 
 
 
Capital expenditures
(245
)
 
(319
)
Sales of Nuclear decommissioning trust securities
11

 
11

Purchases of Nuclear decommissioning trust securities
(9
)
 
(11
)
Other, net
(2
)
 

Net cash used in investing activities
(245
)
 
(319
)
 
 
 
 
See accompanying notes to condensed consolidated financial statements.
 
 
 
 

7


PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
(In millions)
(Unaudited)


 
Six Months Ended June 30,
 
2017
 
2016
Cash flows from financing activities:
 
 
 
Proceeds from issuance of long-term debt

 
265

Payments on long-term debt

 
(133
)
Change in short-term debt

 
(6
)
Dividends paid
(57
)
 
(53
)
Other
(4
)
 
(3
)
Net cash (used in) provided by financing activities
(61
)
 
70

Increase in cash and cash equivalents
27

 
89

Cash and cash equivalents, beginning of period
6

 
4

Cash and cash equivalents, end of period
$
33

 
$
93

 
 
 
 
Supplemental cash flow information is as follows:
 
 
 
Cash paid for interest, net of amounts capitalized
$
55

 
$
49

Cash paid for income taxes
13

 
7

Non-cash investing and financing activities:
 
 
 
Assets obtained under capital lease
55

 
57

 
See accompanying notes to condensed consolidated financial statements.


8


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1: BASIS OF PRESENTATION

Nature of Business

Portland General Electric Company (PGE or the Company) is a single, vertically integrated electric utility engaged in the generation, purchase, transmission, distribution, and retail sale of electricity in the State of Oregon. The Company also participates in the wholesale market by purchasing and selling electricity and natural gas in an effort to obtain reasonably-priced power for its retail customers. PGE operates as a single segment, with revenues and costs related to its business activities maintained and analyzed on a total electric operations basis. The Company’s corporate headquarters is located in Portland, Oregon and its approximately 4,000 square mile, state-approved service area allocation, located entirely within the State of Oregon, encompasses 51 incorporated cities, of which Portland and Salem are the largest. As of June 30, 2017, PGE served approximately 872,000 retail customers with a service area population of approximately 1.9 million , comprising approximately 46% of the state’s population.

Condensed Consolidated Financial Statements

These condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Certain information and note disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such regulations, although PGE believes that the disclosures provided are adequate to make the interim information presented not misleading.

To conform with the 2017 presentation, PGE has reclassified Decoupling mechanism deferrals, net of amortization of $(3) million from Other non-cash income and expenses, net within the operating activities section and reclassified both Payments on capital leases of $2 million and Debt issuance costs of $1 million to Other within the financing activities section of the condensed consolidated statement of cash flows for the six months ended June 30, 2016.

The financial information included herein for the three and six months ended June 30, 2017 and 2016 is unaudited; however, such information reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the condensed consolidated financial position, condensed consolidated income and comprehensive income, and condensed consolidated cash flows of the Company for these interim periods. The financial information as of December 31, 2016 is derived from the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2016 , included in Item 8 of PGE’s Annual Report on Form 10-K, filed with the SEC on February 17, 2017 , which should be read in conjunction with such condensed consolidated financial statements.

Comprehensive Income

PGE recorded a net $1 million gain in other comprehensive income for the three month period ended June 30, 2017 due to the combination of changes in compensation retirement benefit liability and amortization, net of taxes of an immaterial amount, and other miscellaneous adjustments. For the six month period ended June 30, 2017, no material change has occurred in other comprehensive income. The Company had no material components of other comprehensive income to report for the three and six month periods ended June 30, 2016 .

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of gain or

9


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

loss contingencies, as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results experienced by the Company could differ materially from those estimates.

Certain costs are estimated for the full year and allocated to interim periods based on estimates of operating time expired, benefit received, or activity associated with the interim period; accordingly, such costs may not be reflective of amounts to be recognized for a full year. Due to seasonal fluctuations in electricity sales, as well as the price of wholesale energy and natural gas, interim financial results do not necessarily represent those to be expected for the year.

Recent Accounting Pronouncements

Accounting Standards Update (ASU) 2014-09,  Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), creates a new Topic 606 and supersedes the revenue recognition requirements in Topic 605,  Revenue Recognition , and most industry-specific guidance throughout the Industry Topics of the Codification. ASU 2014-09 provides a five-step analysis of transactions to determine when and how revenue is recognized that consists of: i) identify the contract with the customer; ii) identify the performance obligations in the contract; iii) determine the transaction price; iv) allocate the transaction price to the performance obligations; and v) recognize revenue when or as each performance obligation is satisfied. Companies can transition to the requirements of this ASU either retrospectively (full retrospective method) or as a cumulative-effect adjustment as of the effective date (modified retrospective method), which is January 1, 2018 for calendar year-end public entities. The Company is evaluating which transition method it will elect. The Company does not anticipate any material changes to its revenue policy for tariff-based revenues, which comprises a majority of PGE’s retail revenues, as performance obligations are expected to be satisfied in a similar recognition pattern. PGE continues to evaluate the impacts the new guidance may have on its consolidated financial position, consolidated results of operations, and consolidated cash flows, particularly related to recognizing revenue for certain contracts where collectibility may be in question, certain matters of presentation of alternative revenue programs (such as decoupling), wholesale, and other operating revenue contracts.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which supersedes the current lease accounting requirements for lessees and lessors within Topic 840, Leases. Pursuant to the new standard, lessees will be required to recognize all leases, including operating leases, on the balance sheet and record corresponding right-of-use assets and lease liabilities. Accounting for lessors is substantially unchanged from current accounting principles. Lessees will be required to classify leases as either finance leases or operating leases. Initial balance sheet measurement is similar for both types of leases; however, expense recognition and amortization of right-of-use assets will differ. Operating leases will reflect lease expense on a straight-line basis, while finance leases will result in the separate presentation of interest expense on the lease liability (as calculated using the effective interest method) and amortization expense of the right-of-use asset. Quantitative and qualitative disclosures will also be required surrounding significant judgments made by management. The provisions of this pronouncement are effective for calendar year-end, public entities on January 1, 2019 and must be applied on a modified retrospective basis as of the beginning of the earliest comparative period presented. The new standard also provides reporting entities the option to elect a package of practical expedients for existing leases that commenced before the effective date. Early adoption is permitted. The Company is in the process of evaluating the impact to its consolidated financial position, consolidated results of operations, and consolidated cash flows of the adoption of ASU 2016-02.

In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07). Pursuant to this ASU, only the service cost component of net periodic pension and postretirement benefit costs will be eligible for capitalization and should be applied on a prospective basis upon implementation. Also, the non-service

10


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

components are required to be presented in the income statement separately from the service cost component and outside the subtotal of income from operations and should be applied on a retrospective basis upon implementation. For calendar year-end public entities, the update will be effective for annual periods beginning January 1, 2018. The Company does not plan to early adopt. The Company is in the process of evaluating the impact the guidance may have on its consolidated financial position and consolidated results of operations.

NOTE 2: BALANCE SHEET COMPONENTS

Inventories

PGE’s inventories, which are recorded at average cost, consist primarily of materials and supplies for use in operations, maintenance, and capital activities, as well as fuel, which includes natural gas, coal, and oil for use in the Company’s generating plants. Periodically, the Company assesses inventory for purposes of determining that inventory is recorded at the lower of average cost or net realizable value.

Other Current Assets

Other current assets consist of the following (in millions):
 
June 30,
2017
 
December 31, 2016
Prepaid expenses
$
34

 
$
48

Margin deposits
1

 
8

Assets from price risk management activities
5

 
18

Other
3

 
3

Other current assets
$
43

 
$
77


Electric Utility Plant, Net

Electric utility plant, net consists of the following (in millions):
 
June 30,
2017
 
December 31,
2016
Electric utility plant
$
9,674

 
$
9,534

Construction work-in-progress
346

 
213

Total cost
10,020

 
9,747

Less: accumulated depreciation and amortization
(3,447
)
 
(3,313
)
Electric utility plant, net
$
6,573

 
$
6,434


Accumulated depreciation and amortization in the table above includes accumulated amortization related to intangible assets of $277 million and $257 million as of June 30, 2017 and December 31, 2016 , respectively. Amortization expense related to intangible assets was $12 million and $10 million for the three months ended June 30, 2017 and 2016 , respectively, and $23 million and $22 million for the six months ended June 30, 2017 and 2016, respectively. The Company’s intangible assets primarily consist of computer software development and hydro licensing costs.


11


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

Regulatory Assets and Liabilities

Regulatory assets and liabilities consist of the following (in millions):
 
June 30, 2017
 
December 31, 2016
 
Current
 
Noncurrent
 
Current
 
Noncurrent
Regulatory assets:
 
 
 
 
 
 
 
Price risk management
$
41

 
$
156

 
$
26

 
$
120

Pension and other postretirement plans

 
229

 

 
235

Deferred income taxes

 
82

 

 
86

Debt issuance costs

 
20

 

 
22

Other
6

 
49

 
10

 
35

Total regulatory assets
$
47

 
$
536

 
$
36

 
$
498

Regulatory liabilities:
 
 
 
 
 
 
 
Asset retirement removal costs
$

 
$
910

 
$

 
$
887

Trojan decommissioning activities
8

 

 
18

 

Asset retirement obligations

 
51

 

 
49

Other
26

 
28

 
33

 
22

Total regulatory liabilities
$
34

*  
$
989

 
$
51

*  
$
958


* Included in Accrued expenses and other current liabilities in the condensed consolidated balance sheets.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in millions):
 
June 30,
2017
 
December 31, 2016
Regulatory liabilities—current
$
34

 
$
51

Accrued employee compensation and benefits
52

 
52

Accrued interest payable
25

 
25

Accrued dividends payable
31

 
30

Accrued taxes payable
25

 
25

Other
59

 
71

Total accrued expenses and other current liabilities
$
226

 
$
254


Credit Facilities

As of June 30, 2017 , PGE had a $500 million revolving credit facility scheduled to expire in November 2020 .

Pursuant to the terms of the agreement, the revolving credit facility may be used for general corporate purposes, as backup for commercial paper borrowings, and to permit the issuance of standby letters of credit. PGE may borrow for one, two, three, or six months at a fixed interest rate established at the time of the borrowing, or at a variable interest rate for any period up to the then remaining term of the applicable credit facility. During the first quarter of 2017, PGE exercised one of the two one-year extensions available under the terms of the credit facility. Such action resulted in an updated expiration date of November 2020. The facility also contains a provision that requires annual fees based on PGE s unsecured credit ratings, and contains customary covenants and default provisions, including a

12


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

requirement that limits consolidated indebtedness, as defined in the agreement, to 65% of total capitalization. As of June 30, 2017 , PGE was in compliance with this covenant with a 51.0% debt-to-total capital ratio.

The Company has a commercial paper program under which it may issue commercial paper for terms of up to 270 days, limited to the unused amount of credit under the revolving credit facility.

PGE classifies any borrowings under the revolving credit facility and outstanding commercial paper as Short-term debt on the condensed consolidated balance sheets.

Under the revolving credit facility, as of June 30, 2017 , since PGE had no borrowings outstanding, and no commercial paper or letters of credit issued, the aggregate unused available credit capacity under the revolving credit facility was $500 million .

In addition, PGE has four letter of credit facilities under which the Company can request letters of credit for original terms not to exceed one year. These facilities provide a total capacity of $220 million . The issuance of such letters of credit is subject to the approval of the issuing institution. Under these facilities, letters of credit for a total of $56 million were outstanding as of June 30, 2017 . Letters of credit issued are not reflected on the Company’s condensed consolidated balance sheets.

Pursuant to an order issued by the Federal Energy Regulatory Commission (FERC), the Company is authorized to issue short-term debt in an aggregate amount of up to $900 million through February 6, 2018 .

Long-term Debt

During the six months ended June 30, 2017 , PGE did not enter into any First Mortgage Bond (FMB) long-term debt transactions.

In May 2016, PGE entered into an unsecured credit agreement with certain financial institutions, under which the Company had the opportunity to obtain three separate term loans in an aggregate principal amount of up to $200 million by October 31, 2016. Under the agreement, PGE obtained the following term loans:

$50 million on May 4, 2016;

$75 million on June 15, 2016; and

$25 million on October 31, 2016.

The term loan interest rates are set at the beginning of the interest period for periods of one, three, or six months, as selected by PGE, and are based on the London Interbank Offered Rate plus 63 basis points, and was 1.8% as of June 30, 2017 , with no other fees.

The credit agreement expires November 30, 2017 , at which time any amounts outstanding under the term loans become due and payable. Upon the occurrence of certain events of default, the Company’s obligations under the credit agreement may be accelerated. Such events of default include payment defaults to lenders under the credit agreement, covenant defaults and other customary defaults for financings of this type.


13


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

Defined Benefit Pension Plan Costs

Components of net periodic benefit cost under the defined benefit pension plan are as follows (in millions):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Service cost
$
4

 
$
4

 
$
8

 
$
8

Interest cost
9

 
8

 
17

 
16

Expected return on plan assets
(10
)
 
(10
)
 
(20
)
 
(20
)
Amortization of net actuarial loss
3

 
4

 
6

 
8

Net periodic benefit cost
$
6

 
$
6

 
$
11

 
$
12


NOTE 3: FAIR VALUE OF FINANCIAL INSTRUMENTS

PGE determines the fair value of financial instruments, both assets and liabilities recognized and not recognized in the Company’s condensed consolidated balance sheets, for which it is practicable to estimate fair value as of June 30, 2017 and December 31, 2016 , and then classifies these financial assets and liabilities based on a fair value hierarchy that is applied to prioritize the inputs to the valuation techniques used to measure fair value. The three levels of the fair value hierarchy and application to the Company are discussed below.

Level 1
Quoted prices are available in active markets for identical assets or liabilities as of the measurement date.

Level 2
Pricing inputs include those that are directly or indirectly observable in the marketplace as of the measurement date.

Level 3
Pricing inputs include significant inputs that are unobservable for the asset or liability.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy. Assets measured at fair value using net asset value (NAV) as a practical expedient are not categorized in the fair value hierarchy; instead these assets are listed in the totals of the fair value hierarchy to permit the reconciliation to amounts presented in the financial statements.

PGE recognizes transfers between levels in the fair value hierarchy as of the end of the reporting period for all its financial instruments. Changes to market liquidity conditions, the availability of observable inputs, or changes in the economic structure of a security marketplace may require transfer of the securities between levels. There were no significant transfers between levels during the three and six month periods ended June 30, 2017 and 2016 , except those presented in this note.


14


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

The Company’s financial assets and liabilities whose values were recognized at fair value are as follows by level within the fair value hierarchy (in millions):
 
As of June 30, 2017
 
Level 1
 
Level 2
 
Level 3
 
Other (2)
 
Total
Assets:
 
 
 
 
 
 
 
 
 
Nuclear decommissioning trust: (1)
 
 
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
 
 
Domestic government
$
2

 
$
8

 
$

 
$

 
$
10

Corporate credit

 
8

 

 

 
8

Money market funds measured at NAV (2)

 

 

 
23

 
23

Non-qualified benefit plan trust: (3)
 
 
 
 
 
 
 
 
 
Money market funds
2

 

 

 

 
2

Equity securities—domestic
6

 

 

 

 
6

Debt securities—domestic government
1

 

 

 

 
1

Collective trust—domestic equity measured at NAV (2)

 

 

 

 

Assets from price risk management activities: (1) (4)
 
 
 
 
 
 
 
 
 
Electricity

 
3

 
2

 

 
5

Natural gas

 
2

 

 

 
2

 
$
11

 
$
21

 
$
2

 
$
23

 
$
57

Liabilities from price risk management
activities: (1) (4)
 
 
 
 
 
 
 
 
 
Electricity
$

 
$
2

 
$
144

 
$

 
$
146

Natural gas

 
47

 
11

 

 
58

 
$

 
$
49

 
$
155

 
$

 
$
204

 
(1)
Activities are subject to regulation, with certain gains and losses deferred pursuant to regulatory accounting and included in Regulatory assets or Regulatory liabilities as appropriate.
(2)
Assets are measured at NAV as a practical expedient and not subject to hierarchy level classification disclosure.
(3)
Excludes insurance policies of $27 million , which are recorded at cash surrender value.
(4)
For further information, see Note 4, Price Risk Management.


15


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

 
As of December 31, 2016
 
Level 1
 
Level 2
 
Level 3
 
Other (2)
 
Total
Assets:
 
 
 
 
 
 
 
 
 
Nuclear decommissioning trust: (1)
 
 
 
 
 
 
 
 
 
Debt securities:
 
 
 
 
 
 
 
 
 
Domestic government
$
2

 
$
10

 
$

 
$

 
$
12

Corporate credit

 
8

 

 

 
8

Money market funds measured at NAV (2)

 

 

 
21

 
21

Non-qualified benefit plan trust: (3)
 
 
 
 
 
 
 
 
 
Money market funds
1

 

 

 

 
1

Equity securities—domestic
4

 

 

 

 
4

Debt securities—domestic government
1

 

 

 

 
1

Collective trust—domestic equity measured at NAV (2)

 

 

 
2

 
2

Assets from price risk management activities: (1) (4)
 
 
 
 
 
 
 
 
 
Electricity

 
6

 
1

 

 
7

Natural gas

 
15

 
1

 

 
16

 
$
8

 
$
39

 
$
2

 
$
23

 
$
72

Liabilities from price risk management
activities: (1) (4)
 
 
 
 
 
 
 
 
 
Electricity
$

 
$
6

 
$
112

 
$

 
$
118

Natural gas

 
42

 
9

 

 
51

 
$

 
$
48

 
$
121

 
$

 
$
169

 
(1)
Activities are subject to regulation, with certain gains and losses deferred pursuant to regulatory accounting and included in Regulatory assets or Regulatory liabilities as appropriate.
(2)
Assets are measured at NAV as a practical expedient and not subject to hierarchy level classification disclosure.
(3)
Excludes insurance policies of $26 million , which are recorded at cash surrender value.
(4)
For further information, see Note 4, Price Risk Management.

Trust assets held in the Nuclear decommissioning and Non-qualified benefit plan (NQ Plan) trusts are recorded at fair value in PGE’s condensed consolidated balance sheets and invested in securities that are exposed to interest rate, credit, and market volatility risks. These assets are classified within Level 1, 2, or 3 based on the following factors:
 
Debt securities —PGE invests in highly-liquid United States treasury securities to support the investment objectives of the trusts. These domestic government securities are classified as Level 1 in the fair value hierarchy due to the availability of quoted prices for identical assets in an active market as of the measurement date.
 
Assets classified as Level 2 in the fair value hierarchy include domestic government debt securities, such as municipal debt, and corporate credit securities. Prices are determined by evaluating pricing data such as broker quotes for similar securities and adjusted for observable differences. Significant inputs used in valuation models generally include benchmark yields and issuer spreads. The external credit rating, coupon rate, and maturity of each security are considered in the valuation, as applicable.


16


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

Equity securities —Equity mutual fund and common stock securities are classified as Level 1 in the fair value hierarchy due to the availability of quoted prices for identical assets in an active market as of the measurement date. Principal markets for equity prices include published exchanges such as NASDAQ and the New York Stock Exchange.

Money market funds —PGE invests in money market funds that seek to maintain a stable net asset value. These funds invest in high-quality, short-term, diversified money market instruments, short-term treasury bills, federal agency securities, certificates of deposits, and commercial paper. The Company believes the redemption value of these funds is likely to be the fair value, which is represented by the net asset value. Redemption is permitted daily without written notice.

Common and collective trust funds —PGE invests in common and collective trust funds that invest in equity securities. The Company believes the redemption value of these funds is likely to be the fair value, which is represented by the net asset value as a practical expedient. A majority of the funds provide for daily liquidity with appropriate written notice. One fund allows for withdrawal from all accounts as of the last day on each calendar month, with at least 10 days’ prior written notice, and provides for a 95% payment to be made within 30 days, and the balance to be paid after the annual fund audit is complete. Common and collective trusts are not classified in the fair value hierarchy as they are valued at NAV as a practical expedient.

Assets and liabilities from price risk management activities are recorded at fair value in PGE’s condensed consolidated balance sheets and consist of derivative instruments entered into by the Company to manage its exposure to commodity price risk and foreign currency exchange rate risk, and reduce volatility in net variable power costs (NVPC) for the Company’s retail customers. For additional information regarding these assets and liabilities, see Note 4, Price Risk Management.

For those assets and liabilities from price risk management activities classified as Level 2, fair value is derived using present value formulas that utilize inputs such as forward commodity prices and interest rates. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include commodity forwards, futures, and swaps.

Assets and liabilities from price risk management activities classified as Level 3 consist of instruments for which fair value is derived using one or more significant inputs that are not observable for the entire term of the instrument. These instruments consist of longer term commodity forwards, futures, and swaps.


17


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

Quantitative information regarding the significant, unobservable inputs used in the measurement of Level 3 assets and liabilities from price risk management activities is presented below:
 
 
Fair Value
 
Valuation Technique
 
Significant Unobservable Input
 
Price per Unit
Commodity Contracts
 
Assets
 
Liabilities
 
 
 
Low
 
High
 
Weighted Average
 
 
(in millions)
 
 
 
 
 
 
 
 
 
 
As of June 30, 2017:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Electricity physical forwards
 
$

 
$
143

 
Discounted cash flow
 
Electricity forward price (per MWh)
 
$
12.25

 
$
35.56

 
$
27.90

Natural gas financial swaps
 

 
11

 
Discounted cash flow
 
Natural gas forward price (per Decatherm)
 
1.70

 
3.15

 
2.14

Electricity financial futures
 
2

 
1

 
Discounted cash flow
 
Electricity forward price (per MWh)
 
15.83

 
29.94

 
24.37

 
 
$
2

 
$
155

 
 
 
 
 
 
 
 
 
 
As of December 31, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Electricity physical forwards
 
$

 
$
112

 
Discounted cash flow
 
Electricity forward price (per MWh)
 
$
14.25

 
$
54.73

 
$
38.18

Natural gas financial swaps
 
1

 
9

 
Discounted cash flow
 
Natural gas forward price (per Decatherm)
 
1.85

 
4.92

 
2.64

Electricity financial futures
 
1

 

 
Discounted cash flow
 
Electricity forward price (per MWh)
 
8.57

 
33.60

 
25.10

 
 
$
2

 
$
121

 
 
 
 
 
 
 
 
 
 

The significant unobservable inputs used in the Company’s fair value measurement of price risk management assets and liabilities are long-term forward prices for commodity derivatives. For shorter term contracts, PGE employs the mid-point of the bid-ask spread of the market and these inputs are derived using observed transactions in active markets, as well as historical experience as a participant in those markets. These price inputs are validated against independent market data from multiple sources. For certain long-term contracts, observable, liquid market transactions are not available for the duration of the delivery period. In such instances, the Company uses internally-developed price curves, which derive longer term prices and utilize observable data when available. When not available, regression techniques are used to estimate unobservable future prices. In addition, changes in the fair value measurement of price risk management assets and liabilities are analyzed and reviewed on a quarterly basis by the Company.

The Company’s Level 3 assets and liabilities from price risk management activities are sensitive to market price changes in the respective underlying commodities. The significance of the impact is dependent upon the magnitude of the price change and PGE’s position as either the buyer or seller under the contract. Sensitivity of the fair value measurements to changes in the significant unobservable inputs is as follows:
Significant Unobservable Input
 
Position
 
Change to Input
 
Impact on Fair Value Measurement
Market price
 
Buy
 
Increase (decrease)
 
Gain (loss)
Market price
 
Sell
 
Increase (decrease)
 
Loss (gain)
 
 
 
 
 
 
 


18


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

Changes in the fair value of net liabilities from price risk management activities (net of assets from price risk management activities) classified as Level 3 in the fair value hierarchy were as follows (in millions):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017

2016
 
2017
 
2016
Balance as of the beginning of the period
144

 
131

 
$
119

 
$
119

Net realized and unrealized losses *
9

 
28

 
35

 
40

Transfers out of Level 3 to Level 2

 
(1
)
 
(1
)
 
(1
)
Balance as of the end of the period
$
153

 
$
158

 
$
153

 
$
158

 

* Both realized and unrealized losses, of which the unrealized portion is fully offset by the effects of regulatory accounting until settlement of the underlying transactions, are recorded in Purchased power and fuel expense in the condensed consolidated statements of income.

Transfers into Level 3 occur when significant inputs used to value the Company’s derivative instruments become less observable, such as a delivery location becoming significantly less liquid. During the three and six months ended June 30, 2017 and 2016 , there were no minal transfers into Level 3 from Level 2. Transfers out of Level 3 occur when the significant inputs become more observable, such as when the time between the valuation date and the delivery term of a transaction becomes shorter. PGE records transfers in and transfers out of Level 3 at the end of the reporting period for all of its derivative instruments.

Transfers from Level 2 to Level 1 for the Company’s price risk management assets and liabilities do not occur, as quoted prices are not available for identical instruments. As such, the Company’s assets and liabilities from price risk management activities mature and settle as Level 2 fair value measurements.

Long-term debt is recorded at amortized cost in PGE’s condensed consolidated balance sheets. The fair value of the Company’s FMBs and Pollution Control Revenue Bonds is classified as a Level 2 fair value measurement and is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to PGE for debt of similar remaining maturities. The fair value of PGE’s unsecured term bank loans was classified as a Level 3 fair value measurement and was estimated based on the terms of the loans and the Company’s creditworthiness. The significant unobservable inputs to the Level 3 fair value measurement included the interest rate and the length of the loan. The estimated fair value of the Company’s unsecured term bank loans approximated their carrying value.

As of June 30, 2017 , the carrying amount of PGE’s long-term debt was $2,350 million , net of $11 million of unamortized debt expense, and its estimated aggregate fair value was $2,748 million , consisting of $2,598 million and $150 million classified as Level 2 and Level 3, respectively, in the fair value hierarchy.

As of December 31, 2016 , the carrying amount of PGE’s long-term debt was $2,350 million , net of $11 million of unamortized debt expense, and its estimated aggregate fair value was $2,693 million , consisting of $2,543 million and $150 million classified as Level 2 and Level 3, respectively, in the fair value hierarchy.

NOTE 4: PRICE RISK MANAGEMENT

PGE participates in the wholesale marketplace in order to balance its supply of power, which consists of its own generation combined with wholesale market transactions, to meet the needs of its retail customers, manage risk, and administer its existing long-term wholesale contracts. Such activities include purchases and sales of both power and fuel resulting from economic dispatch decisions for Company-owned generation resources. As a result of this ongoing business activity, PGE is exposed to commodity price risk and foreign currency exchange rate risk, from

19


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

which changes in prices and/or rates may affect the Company’s financial position, results of operations, or cash flows.

PGE utilizes derivative instruments to manage its exposure to commodity price risk and foreign currency rate risk in order to reduce volatility in NVPC for its retail customers. Such derivative instruments may include forward, futures, swaps, and option contracts, which are recorded at fair value on the condensed consolidated balance sheets, for electricity, natural gas, oil, and foreign currency, with changes in fair value recorded in the condensed consolidated statements of income. In accordance with the ratemaking and cost recovery processes authorized by the Public Utility Commission of Oregon (OPUC), the Company recognizes a regulatory asset or liability to defer the gains and losses from derivative instruments until settlement of the associated derivative instrument. PGE may designate certain derivative instruments as cash flow hedges or may use derivative instruments as economic hedges. The Company does not engage in trading activities for non-retail purposes.

PGE’s Assets and Liabilities from price risk management activities consist of the following (in millions):
 
June 30,
2017
 
December 31,
2016
 
Current assets:
 
 
 
 
Commodity contracts:
 
 
 
 
Electricity
$
3

 
$
6

 
Natural gas
2

 
12

 
Total current derivative assets
5

(1)  
18

(1)  
Noncurrent assets:
 
 
 
 
Commodity contracts:
 
 
 
 
Electricity
2

 
1

 
Natural gas

 
4

 
Total noncurrent derivative assets
2

(2)  
5

(2)  
Total derivative assets not designated as hedging instruments
$
7

 
$
23

 
Total derivative assets
$
7

 
$
23

 
Current liabilities:
 
 
 
 
Commodity contracts:
 
 
 
 
Electricity
$
10

 
$
12

 
Natural gas
36

 
32

 
Total current derivative liabilities
46

 
44

 
Noncurrent liabilities:
 
 
 
 
Commodity contracts:
 
 
 
 
Electricity
136

 
106

 
Natural gas
22

 
19

 
Total noncurrent derivative liabilities
158

 
125

 
Total derivative liabilities not designated as hedging instruments
$
204

 
$
169

 
Total derivative liabilities
$
204

 
$
169

 
(1)
Included in Other current assets on the condensed consolidated balance sheets.
(2)
Included in Other noncurrent assets on the condensed consolidated balance sheets.


20


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

PGE’s net purchase volumes related to its Assets and Liabilities from price risk management activities resulting from its derivative transactions, which are expected to deliver or settle through 2035, were as follows (in millions):
 
June 30, 2017
 
December 31, 2016
Commodity contracts:
 
 
 
 
 
Electricity
5

MWh
 
8

MWh
Natural gas
118

Decatherms
 
107

Decatherms
Foreign currency
$
28

Canadian
 
$
22

Canadian

PGE has elected to report gross on the condensed consolidated balance sheets the positive and negative exposures resulting from derivative instruments pursuant to agreements that meet the definition of a master netting arrangement. In the case of default on, or termination of, any contract under the master netting arrangements, these agreements provide for the net settlement of all related contractual obligations with a given counterparty through a single payment. These types of transactions may include non-derivative instruments, derivatives qualifying for scope exceptions, receivables and payables arising from settled positions, and other forms of non-cash collateral, such as letters of credit. As of June 30, 2017 and December 31, 2016, gross amounts included as Price risk management liabilities subject to master netting agreements were $147 million and $115 million , respectively, for which PGE posted collateral of $11 million as of June 30, 2017 and December 31, 2016, which consisted entirely of letters of credit. As of June 30, 2017, of the gross amounts recognized, $144 million was for electricity and $3 million was for natural gas compared to $112 million for electricity and $3 million for natural gas recognized as of December 31, 2016.

Net realized and unrealized losses (gains) on derivative transactions not designated as hedging instruments are classified in Purchased power and fuel in the condensed consolidated statements of income and were as follows (in millions):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Commodity contracts:
 
 
 
 
 
 
 
Electricity
$
16

 
$
27

 
$
49

 
$
52

Natural Gas
7

 
(41
)
 
41

 
(24
)
Foreign currency exchange
(1
)
 

 
(1
)
 
(1
)

Net unrealized and certain net realized losses (gains) presented in the table above are offset within the condensed consolidated statements of income by the effects of regulatory accounting. Of the net losses (gains) recognized in Net income for the three month periods ended June 30, 2017 and 2016 , net losses of $4 million and net gains of $18 million have been offset, respectively. Net losses of $65 million and $16 million have been offset for the six month periods ended June 30, 2017 and 2016, respectively.


21


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

Assuming no changes in market prices and interest rates, the following table indicates the year in which the net unrealized loss recorded as of June 30, 2017 related to PGE’s derivative activities would become realized as a result of the settlement of the underlying derivative instrument (in millions):
 
2017
 
2018
 
2019
 
2020
 
2021
 
Thereafter
 
Total
Commodity contracts:
 
 
 
 
 
 
 
 
 
 
 
 
 
Electricity
$
3

 
$
6

 
$
8

 
$
8

 
$
8

 
$
108

 
$
141

Natural gas
24

 
20

 
9

 
3

 

 

 
56

Net unrealized loss
$
27

 
$
26

 
$
17

 
$
11

 
$
8

 
$
108

 
$
197


PGE’s secured and unsecured debt is currently rated at investment grade by Moody’s Investors Service (Moody’s) and S&P Global Ratings (S&P). Should Moody’s and/or S&P reduce their rating on PGE’s unsecured debt to below investment grade, the Company could be subject to requests by certain wholesale counterparties to post additional performance assurance collateral, in the form of cash or letters of credit, based on total portfolio positions with each of those counterparties. Certain other counterparties would have the right to terminate their agreements with the Company.

The aggregate fair value of derivative instruments with credit-risk-related contingent features that were in a liability position as of June 30, 2017 was $202 million , for which PGE has posted $14 million in collateral, consisting entirely of letters of credit. If the credit-risk-related contingent features underlying these agreements were triggered at June 30, 2017 , the cash requirement to either post as collateral or settle the instruments immediately would have been $200 million . Cash collateral for derivative instruments is classified as Margin deposits included in Other current assets on the Company’s condensed consolidated balance sheet.

Counterparties representing 10% or more of Assets and Liabilities from price risk management activities were as follows:
 
June 30,
2017
 
December 31,
2016
Assets from price risk management activities:
 
 
 
Counterparty A
52
%
 
22
%
Counterparty B
6

 
17

Counterparty C
6

 
12

 
64
%
 
51
%
Liabilities from price risk management activities:
 
 
 
Counterparty D
70
%
 
66
%
 
70
%
 
66
%

See Note 3, Fair Value of Financial Instruments, for additional information concerning the determination of fair value for the Company’s Assets and Liabilities from price risk management activities.

NOTE 5: EARNINGS PER SHARE

Basic earnings per share are computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of common shares outstanding and the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Potential common shares consist of: i) employee stock purchase plan shares; and ii) contingently issuable time-based and performance-based restricted stock units, along with associated dividend equivalent rights.

22


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

Unvested performance-based restricted stock units and associated dividend equivalent rights are included in dilutive potential common shares only after the performance criteria have been met.

For the three and six month periods ended June 30, 2017 , unvested performance-based restricted stock units and related dividend equivalent rights in the total amount of 273 thousand were excluded from the dilutive calculation because the performance goals had not been met, with 305 thousand excluded for the three and six month periods ended June 30, 2016 .

Net income is the same for both the basic and diluted earnings per share computations. The denominators of the basic and diluted earnings per share computations are as follows (in thousands):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Weighted-average common shares outstanding—basic and diluted
89,063

 
88,902

 
89,033

 
88,867


NOTE 6: EQUITY

The activity in equity during the six months ended June 30, 2017 and 2016 is as follows (dollars in millions):
 
Common Stock
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
 
 
 
 
 
 
 
Shares
 
Amount
 
 
 
Total
Balances as of December 31, 2016
88,946,704

 
$
1,201

 
$
(7
)
 
$
1,150

 
$
2,344

Issuances of shares pursuant to equity-based plans
115,856

 
1

 

 

 
1

Stock-based compensation

 
1

 

 

 
1

Dividends declared

 

 

 
(59
)
 
(59
)
Net income

 

 

 
105

 
105

Balances as of June 30, 2017
89,062,560

 
$
1,203

 
$
(7
)
 
$
1,196

 
$
2,392

 
 
 
 
 
 
 
 
 
 
Balances as of December 31, 2015
88,792,751

 
$
1,196

 
$
(8
)
 
$
1,070

 
$
2,258

Issuances of shares pursuant to equity-based plans
128,005

 
1

 

 

 
1

Stock-based compensation

 
1

 

 

 
1

Dividends declared

 

 

 
(55
)
 
(55
)
Net income

 

 

 
98

 
98

Balances as of June 30, 2016
88,920,756

 
$
1,198

 
$
(8
)
 
$
1,113

 
$
2,303


NOTE 7: CONTINGENCIES

PGE is subject to legal, regulatory, and environmental proceedings, investigations, and claims that arise from time to time in the ordinary course of its business. Contingencies are evaluated using the best information available at the time the condensed consolidated financial statements are prepared. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company may seek regulatory recovery of certain costs that are incurred in connection with such matters, although there can be no assurance that such recovery would be granted.


23


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

Loss contingencies are accrued, and disclosed if material, when it is probable that an asset has been impaired or a liability incurred as of the financial statement date and the amount of the loss can be reasonably estimated. If a reasonable estimate of probable loss cannot be determined, a range of loss may be established, in which case the minimum amount in the range is accrued, unless some other amount within the range appears to be a better estimate.

A loss contingency will also be disclosed when it is reasonably possible that an asset has been impaired or a liability incurred if the estimate or range of potential loss is material. If a probable or reasonably possible loss cannot be determined, then the Company: i) discloses an estimate of such loss or the range of such loss, if the Company is able to determine such an estimate; or ii) discloses that an estimate cannot be made and the reasons.

If an asset has been impaired or a liability incurred after the financial statement date, but prior to the issuance of the financial statements, the loss contingency is disclosed, if material, and the amount of any estimated loss is recorded in the subsequent reporting period.

The Company evaluates, on a quarterly basis, developments in such matters that could affect the amount of any accrual, as well as the likelihood of developments that would make a loss contingency both probable and reasonably estimable. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves a series of complex judgments about future events. Management is often unable to estimate a reasonably possible loss, or a range of loss, particularly in cases in which: i) the damages sought are indeterminate or the basis for the damages claimed is not clear; ii) the proceedings are in the early stages; iii) discovery is not complete; iv) the matters involve novel or unsettled legal theories; v) significant facts are in dispute; vi) a large number of parties are represented (including circumstances in which it is uncertain how liability, if any, will be shared among multiple defendants); or vii) a wide range of potential outcomes exist. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution, including any possible loss, fine, penalty, or business impact.

Carty

Background— The Company is involved in several litigation proceedings that involve claims concerning the Company’s termination of the construction agreement relating to the Carty natural gas-fired generating plant (Carty) located in Eastern Oregon, and the payment obligations of two sureties who provided a performance bond in connection with such agreement. The Company is seeking recovery of incremental construction costs and other damages pursuant to breach of contract claims against the contractor and claims against the sureties pursuant to the performance bond. There are currently lawsuits pending in U.S. District Court for the District of Oregon (U.S. District Court), as well as an arbitration proceeding before the International Chamber of Commerce International Court of Arbitration (ICC). In the most recent procedural development, on July 10, 2017, the Ninth Circuit Court of Appeals (Ninth Circuit) held that the ICC had jurisdiction to determine what parties and what claims could be presented in the ICC arbitration. PGE has filed a petition requesting en banc rehearing with the Ninth Circuit.

Arbitration Proceeding— In 2013, the Company entered into an agreement (Construction Agreement) with its engineering, procurement and construction contractor - Abeinsa EPC LLC, Abener Construction Services, LLC, Teyma Construction USA, LLC, and Abeinsa Abener Teyma General Partnership, an affiliate of Abengoa S.A. (collectively, the “Contractor”) - for the construction of Carty. Liberty Mutual Insurance Company and Zurich American Insurance Company (hereinafter referred to collectively as the “Sureties”) provided a performance bond of $145.6 million (Performance Bond) under the Construction Agreement.

On December 18, 2015, the Company declared the Contractor in default under the Construction Agreement and terminated the Construction Agreement. Following termination of the Construction Agreement, PGE, in

24


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

consultation with the Sureties, brought on new contractors and construction resumed during the week of December 21, 2015.

In January 2016, the Company received notice from the ICC that Abengoa S.A. had submitted a request for arbitration. In the request, Abengoa S.A. alleged that the Company’s termination of the Construction Agreement was wrongful and in breach of the agreement terms and did not give rise to any liability of Abengoa S.A. under the terms of a guaranty in favor of PGE and pursuant to which Abengoa S.A. agreed to guaranty certain obligations of the Contractor under the Construction Agreement.

PGE disagreed with the assertions in the request for arbitration and in February 2016 filed a complaint and motion for preliminary injunction in the U.S. District Court seeking to have the arbitration claim dismissed on the grounds that the Company had not made a demand under the Abengoa S.A. guaranty, and therefore the matter was not ripe for arbitration. In addition, the Contractor has been joined as a party to the arbitration and is seeking damages of approximately $117 million based on a claim that PGE wrongfully terminated the Construction Agreement. The Contractor is also seeking estimated damages of $44 million based on a claim that PGE failed to disclose to the Contractor, in connection with the Contractor’s bid submitted pursuant to the Company’s request for proposals, certain information regarding union labor productivity rates in eastern Oregon, and that this alleged failure caused the Contractor to submit a bid with a contract price that was lower than the contract price that would have been submitted had Contractor known such information. PGE disagrees with both of these claims. A hearing on the jurisdictional issues before the ICC is scheduled for late October 2017.

Bankruptcy Proceedings - On March 28, 2016, Abengoa S.A. and several of its foreign affiliates filed petitions for recognition under Chapter 15 of the U.S. Bankruptcy Code requesting interim relief, including an injunction precluding the prosecution of any proceedings against the Chapter 15 debtors. On March 29, 2016, a number of Abengoa S.A.’s U.S. subsidiaries, including the four entities that collectively comprise the Contractor, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. As a result, on April 5, 2016, the U.S. District Court issued an order stating that the Company’s U.S. District Court action against Abengoa S.A., as further described below, was stayed. In early October 2016, the bankruptcy court in the Chapter 11 proceeding granted the Company’s motion for relief from stay with respect to the four entities that collectively comprise the Contractor, which allowed the Company to bring claims against such entities in the U.S. District Court.

U.S. District Court Proceedings against Sureties - On March 9, 2016, the Sureties delivered a letter to the Company denying liability in whole under the Performance Bond. The Company disagreed with the Sureties’ assertions and, on March 23, 2016, filed a breach of contract action against the Sureties in the U.S. District Court. The Company’s complaint disputed the Sureties’ assertion that the Company wrongfully terminated the Construction Agreement and asserts that the Sureties are responsible for the payment of all damages sustained by PGE as a result of the Sureties’ breach of contract, including damages in excess of the  $145.6 million stated amount of the Performance Bond. Such damages include additional costs incurred by PGE to complete Carty.

On April 15, 2016, the Sureties filed a motion to stay this U.S. District Court proceeding, alleging that PGE’s claims should be addressed in the arbitration proceeding initiated by Abengoa S.A. and referenced above because PGE’s claims are intertwined with the issues involved in such arbitration and all parties necessary to resolve PGE’s claims are parties to the arbitration. PGE opposed the motion and filed a motion to prevent the Sureties from pursuing, in the ICC arbitration proceeding, claims relating to the Performance Bond. On July 27, 2016, the court denied the Sureties’ motion to stay and granted PGE’s motion for a preliminary injunction. The Sureties appealed the rulings to the Ninth Circuit. On July 10, 2017, the Ninth Circuit overturned the federal district court ruling and held that the ICC Arbitration panel has jurisdiction to determine what parties can be joined, and what claims can be presented, in the ICC Arbitration. On July 24, 2017, PGE filed a petition requesting en banc rehearing with the Ninth Circuit. 


25


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

U.S. District Court Proceedings against Contractor - On October 21, 2016, PGE filed a complaint in the U.S. District Court against Abeinsa for failure to satisfy its obligations under the Construction Agreement. PGE seeks damages from Abeinsa in excess of $200 million for: i) costs incurred to complete construction of Carty, settle claims with unpaid contractors and vendors and remove liens; and ii) damages in excess of the construction costs, including a project management fee, liquidated damages under the Construction Agreement, legal fees and costs, damages due to delay of the project, warranty costs, and interest. On March 21, 2017, the U.S. District Court entered an order staying the case. Unless the July 10, 2017 Ninth Circuit decision referenced in the preceding paragraph is reversed upon rehearing, the ICC Arbitration panel will determine whether these claims must be presented in the ICC Arbitration.

Recovery of Excess Capital Costs— Following termination of the Construction Agreement, PGE brought on new contractors and resumed construction. Carty was placed into service on July 29, 2016 and the Company began collecting its revenue requirement in customer prices on August 1, 2016, as authorized by the OPUC, based on the approved cost of $514 million . Actual costs for Carty have exceeded the amount approved for inclusion in customer prices by the OPUC and as of June 30, 2017, PGE has capitalized $635 million for Carty, classified as Electric utility plant. The incremental costs resulted from various matters relating to the resumption of construction activities following the termination of the Construction Agreement, including, among other things, determining the remaining scope of construction, preparing work plans for contractors, identifying new contractors, negotiating contracts, and procuring additional materials. Costs also increased as a result of PGE’s discovery through the construction process of latent defects in work performed by the former Contractor and the corresponding labor and materials required to correct the work.

Other items contributing to the increase include costs relating to the removal of certain liens filed on the property for goods and services provided under contracts with the former Contractor, and costs to repair equipment damage that resulted from poor storage and maintenance on the part of the former Contractor. Actual costs for Carty recorded as Electric utility plant do not reflect any offsetting amounts that may be received from the Sureties pursuant to the Performance Bond. The amounts recorded also exclude approximately $7 million of lien claims filed for goods and services provided under contracts with the former Contractor that remain in dispute. The Company believes these liens are invalid and is contesting the claims in the courts.

In the event the total project costs incurred by PGE, net of offsetting amounts that may be received from the Sureties, Abengoa S.A., or the Contractor, ultimately exceed the $514 million amount approved by the OPUC for inclusion in customer prices, the Company intends to seek approval to recover any excess amounts in customer prices in a subsequent regulatory proceeding after exhausting all remedies against the aforementioned parties. However, there is no assurance that such recovery would be allowed by the OPUC. In accordance with GAAP and the Company’s accounting policies, any such excess costs may be charged to expense at the time disallowance of recovery becomes probable and a reasonable estimate of the amount of such disallowance can be made. As of the date of this report, the Company has concluded that the likelihood that a portion of the cost of Carty will be disallowed for recovery in customer prices is less than probable. Accordingly, no loss has been recorded to date related to the project.

As actual project costs for Carty have exceeded $514 million , the Company is incurring a higher cost than what is reflected in the current authorized revenue requirement amount, primarily due to higher depreciation and interest expense. On July 29, 2016, the Company requested from the OPUC a regulatory deferral for the recovery of the revenue requirement associated with the incremental capital costs for Carty starting from its in service date to the date that such amounts are approved in a subsequent General Rate Case (GRC) proceeding. The Company has requested that the OPUC delay its review of this deferral request until all legal actions, including PGE’s actions against the Sureties, have been resolved. Until such time, the effects of this higher cost are recognized in the Company’s results of operations, as a deferral for such amounts would not be considered probable of recovery at

26


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

this time, in accordance with GAAP. Any amounts approved by the OPUC for recovery under the deferral filing will be recognized in earnings in the period of such approval, however there is no assurance that such recovery would be granted by the OPUC. The Company believes that costs incurred to date and capitalized in Electric utility plant, net, in the condensed consolidated balance sheet, were prudently incurred. There has been no settlement discussions with regulators related to such costs.

EPA Investigation of Portland Harbor

A 1997 investigation by the United States Environmental Protection Agency (EPA) of a segment of the Willamette River known as Portland Harbor revealed significant contamination of river sediments. The EPA subsequently included Portland Harbor on the National Priority List pursuant to the federal Comprehensive Environmental Response, Compensation, and Liability Act as a federal Superfund site and listed 69 Potentially Responsible Parties (PRPs). PGE was included among the PRPs as it has historically owned or operated property near the river. In 2008, the EPA requested information from various parties, including PGE, concerning additional properties in or near the original segment of the river under investigation as well as several miles beyond. Subsequently, the EPA has listed additional PRPs, which now number over 100 .

The Portland Harbor site remedial investigation (RI) has been completed pursuant to an Administrative Order on Consent between the EPA and several PRPs known as the Lower Willamette Group (LWG), which does not include PGE. The LWG has funded the RI and feasibility study (FS) and has stated that it had incurred $115 million in investigation-related costs. The Company anticipates that such costs will ultimately be allocated to PRPs as a part of the allocation process for remediation costs of the EPA’s preferred remedy.

The EPA has finalized the FS, along with the RI, and these documents provided the framework for the EPA to determine a clean-up remedy for Portland Harbor that was documented in a Record of Decision (ROD) issued on January 6, 2017. The ROD outlines the EPA’s selected remediation alternative to clean-up for Portland Harbor which has an estimated total cost of $1.7 billion , comprised of $1.2 billion related to remediation construction costs and $0.5 billion related to long-term operation and maintenance costs, for a combined discounted present value of $1.05 billion . As stated within the ROD, such cost ranges were estimated with accuracy between -30% and +50% of actual costs. Remediation construction costs are estimated to be incurred over a 13 year period, with long-term operation and maintenance costs estimated to be incurred over a 30 year period from the start of construction. The EPA acknowledges the estimated costs are based on data that is now outdated and that a period of pre-remedial design sampling is necessary to gather updated baseline data to better refine the remedial design and estimated cost. The EPA has prepared a Draft Sampling Plan to encourage PRPs to enter into an Administrative Order on Consent with the agency and begin the sampling process before the end of 2017. PGE is in the process of determining whether it will participate in such a process.

PGE is participating in a voluntary process to determine an appropriate allocation of costs amongst the PRPs. Significant uncertainties remain surrounding facts and circumstances that are integral to the determination of such an allocation percentage, including a final allocation methodology and data with regard to property specific activities and history of ownership of sites within Portland Harbor. Based on the above facts and remaining uncertainties, PGE cannot reasonably estimate its potential liability or determine an allocation percentage that represents PGE’s portion of the liability to clean-up Portland Harbor.

Where damage to natural resources has occurred as a result of releases of hazardous substances, federal and state natural resource trustees may seek to recover for damages at such sites, which are referred to as natural resource damages. As it relates to the Portland Harbor, PGE has been participating in the Portland Harbor Natural Resource Damages assessment (NRDA) process. The EPA does not manage NRDA activities, but provides claims information and coordination support to the Natural Resource Damages (NRD) trustees. Damage assessment activities are

27


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

typically conducted by a Trustee Council made up of the trustee entities for the site. The Portland Harbor NRD trustees are the National Oceanic and Atmospheric Administration, the U.S. Fish and Wildlife Service, the State of Oregon, and certain tribal entities.

The NRD trustees may seek to negotiate legal settlements or take other legal actions against the parties responsible for the damages. Funds from such settlements must be used to restore damaged resources and may also compensate the trustees for costs incurred in assessing the damages. The NRD trustees are in the process of negotiating NRDA liability with several PRPs, including PGE. PGE believes that the Company’s portion of NRDA liabilities related to Portland Harbor will not have a material impact on its results of operations, financial position, or cash flows.

As discussed above, significant uncertainties still remain concerning the precise boundaries for clean-up, the assignment of responsibility for clean-up costs, the final selection of a proposed remedy by the EPA, and the method of allocation of costs amongst PRPs. It is probable that PGE will share in a portion of these costs. However, the Company does not currently have sufficient information to reasonably estimate the amount, or range, of its potential costs for investigation or remediation of the Portland Harbor site, although such costs could be material. The Company plans to seek recovery of any costs resulting from the Portland Harbor proceeding through claims under insurance policies and regulatory recovery in customer prices.

In July 2016, the Company filed a deferral application with the OPUC seeking the deferral of the future environmental remediation costs, as well as, seeking authorization to establish a regulatory cost recovery mechanism for such environmental costs. The Company reached an agreement with OPUC Staff and other parties regarding the details of the recovery mechanism, which the OPUC approved in the first quarter of 2017. The mechanism will allow the Company to defer and recover incurred environmental expenditures through a combination of third-party proceeds, such as insurance recoveries, and through customer prices, as necessary. The mechanism establishes annual prudency reviews of environmental expenditures and is subject to an annual earnings test.

Trojan Investment Recovery Class Actions

In 1993, PGE closed the Trojan nuclear power plant (Trojan) and sought full recovery of, and a rate of return on, its Trojan costs in a general rate case filing with the OPUC. In 1995, the OPUC issued a general rate order that granted the Company recovery of, and a rate of return on, 87% of its remaining investment in Trojan.

Numerous challenges and appeals were subsequently filed in various state courts on the issue of the OPUC’s authority under Oregon law to grant recovery of, and a return on, the Trojan investment. In 2007, following several appeals by various parties, the Oregon Court of Appeals issued an opinion that remanded the matter to the OPUC for reconsideration.

In 2003, in two separate legal proceedings, lawsuits were filed in Marion County Circuit Court (Circuit Court) against PGE on behalf of two classes of electric service customers. The class action lawsuits seek damages totaling $260 million , plus interest, as a result of the Company’s inclusion, in prices charged to customers, of a return on its investment in Trojan.

In August 2006, the Oregon Supreme Court (OSC) issued a ruling ordering the abatement of the class action proceedings. The OSC concluded that the OPUC had primary jurisdiction to determine what, if any, remedy could be offered to PGE customers, through price reductions or refunds, for any amount of return on the Trojan investment that the Company collected in prices.


28


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

The OSC further stated that if the OPUC determined that it could provide a remedy to PGE’s customers, then the class action proceedings may become moot in whole or in part. The OSC added that, if the OPUC determined that it could not provide a remedy, the court system may have a role to play. The OSC also ruled that the plaintiffs retained the right to return to the Circuit Court for disposition of whatever issues remained unresolved from the remanded OPUC proceedings. In October 2006, the Circuit Court abated the class actions in response to the ruling of the OSC.

In 2008, the OPUC issued an order (2008 Order) that required PGE to provide refunds of $33 million , including interest, which refunds were completed in 2010. Following appeals, the 2008 Order was upheld by the Oregon Court of Appeals in February 2013 and by the OSC in October 2014.

In June 2015, based on a motion filed by PGE, the Circuit Court lifted the abatement and in July 2015, the Circuit Court heard oral argument on the Company’s motion for Summary Judgment. Following oral argument on PGE’s motion for summary judgment, the plaintiffs moved to amend the complaints. On February 22, 2016, the Circuit Court denied the plaintiff’s motion to amend the complaint and on March 16, 2016, the Circuit Court entered a general judgment that granted the Company’s motion for summary judgment and dismissed all claims by the plaintiffs. On April 14, 2016, the plaintiffs appealed the Circuit Court dismissal to the Court of Appeals for the State of Oregon.

PGE believes that the October 2, 2014 OSC decision and the recent Circuit Court decisions have reduced the risk of a loss to the Company in excess of the amounts previously recorded and discussed above. However, because the class actions remain subject to a decision in the appeal, management believes that it is reasonably possible that such a loss in excess of amounts previously recorded could result. As these matters involve unsettled legal theories and have a broad range of potential outcomes, sufficient information is currently not available to determine the amount of any such loss.

Deschutes River Alliance Clean Water Act Claims

On August 12, 2016, the Deschutes River Alliance (DRA) filed a lawsuit against the Company in the U.S. District Court of the District of Oregon. DRA’s claims seek injunctive and declaratory relief against PGE under the Clean Water Act (CWA) related to alleged past and continuing violations of the CWA. Specifically, DRA claims PGE has violated certain conditions contained in PGE’s Water Quality Certification for the Pelton/Round Butte Hydroelectric Project (Project) related to dissolved oxygen, temperature, and measures of acidity or alkalinity of the water. DRA alleges the violations are related to PGE’s operation of the Selective Water Withdrawal (SWW) facility at the Project. The SWW, located above Round Butte Dam, is, among other things, designed to blend water from the surface of the reservoir with water near the bottom of the reservoir and was constructed and placed into service in 2010 as part of the FERC license requirements for the purpose of restoration and enhancement of native salmon and steelhead fisheries above the Project. DRA has alleged that PGE’s operation of the SWW has caused the above-referenced violations of the CWA, which in turn have degraded the Deschutes River’s fish and wildlife habitat below the Project and harmed the economic and personal interests of DRA’s members and supporters.

On September 30, 2016, PGE filed a motion to dismiss, which asserted that the CWA does not allow citizen suits of this nature, and that FERC has jurisdiction over all licensing issues, including the alleged CWA violations. On March 27, 2017, the court denied PGE’s motion to dismiss. On April 6, 2017, PGE filed a motion with the District Court for certification to file an interlocutory appeal with the Ninth Circuit and for a stay of the District Court proceeding. On April 7, 2017, the court granted an unopposed motion filed by the Confederated Tribes of Warm Springs (the Tribes) to appear in the case as Amicus Curiae (friend of the court). The Tribes share ownership of the Project with PGE, but have not been named as a defendant. The parties agreed to defer decision on the motion for stay pending a ruling by the District Court on PGE’s request to file the interlocutory appeal. The District Court granted PGE’s request on May 19, 2017, but the Ninth Circuit has not yet ruled on whether it will hear the appeal.

29


PORTLAND GENERAL ELECTRIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)

Subsequently, the parties have begun settlement discussions, and have agreed to a 90-day stay of the District Court proceeding.

The Company cannot predict the outcome of this matter, but believes that it has strong defenses to DRA’s claims and intends to defend against them. Because i) this matter involves novel issues of law and ii) the mechanism and costs for achieving the relief sought in DRA’s claims have not yet been determined, the Company cannot, at this time, determine the likelihood of whether the outcome of this matter will result in a material loss.

Other Matters

PGE is subject to other regulatory, environmental, and legal proceedings, investigations, and claims that arise from time to time in the ordinary course of business that may result in judgments against the Company. Although management currently believes that resolution of such matters, individually and in the aggregate, will not have a material impact on its financial position, results of operations, or cash flows, these matters are subject to inherent uncertainties, and management’s view of these matters may change in the future.

NOTE 8: GUARANTEES

PGE enters into financial agreements and power and natural gas purchase and sale agreements that include indemnification provisions relating to certain claims or liabilities that may arise relating to the transactions contemplated by these agreements. Generally, a maximum obligation is not explicitly stated in the indemnification provisions and, therefore, the overall maximum amount of the obligation under such indemnifications cannot be reasonably estimated. PGE periodically evaluates the likelihood of incurring costs under such indemnities based on the Company’s historical experience and the evaluation of the specific indemnities. As of June 30, 2017 , management believes the likelihood is remote that PGE would be required to perform under such indemnification provisions or otherwise incur any significant losses with respect to such indemnities. The Company has not recorded any liability on the condensed consolidated balance sheets with respect to these indemnities.

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Forward-Looking Statements

The information in this report includes statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements that relate to expectations, beliefs, plans, assumptions, and objectives concerning future results of operations, business prospects, future loads, the outcome of litigation and regulatory proceedings, future capital expenditures, market conditions, future events or performance, and other matters. Words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will likely result,” “will continue,” “should,” or similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed. PGE’s forward-looking statements are expressed in good faith and are believed to have a reasonable basis including, but not limited to, management’s examination of historical operating trends and data contained either in internal records or available from third

30

Table of Contents


parties, but there can be no assurance that the expectations, beliefs, or projections contained in such forward-looking statements will be achieved or accomplished.

In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes for PGE to differ materially from those discussed in forward-looking statements include:

governmental policies and regulatory audits, investigations and actions, including those of the FERC and the OPUC with respect to allowed rates of return, financings, electricity pricing and price structures, acquisition and disposal of facilities and other assets, construction and operation of plant facilities, transmission of electricity, recovery of power costs and capital investments, and current or prospective wholesale and retail competition;

economic conditions that result in decreased demand for electricity, reduced revenue from sales of excess energy during periods of low wholesale market prices, impaired financial stability of vendors and service providers, and elevated levels of uncollectible customer accounts;

the outcome of legal and regulatory proceedings and issues including, but not limited to, the matters described in Note 7, Contingencies, in the Notes to the Condensed Consolidated Financial Statements;

unseasonable or extreme weather and other natural phenomena, which could affect customers’ demand for power and PGE’s ability and cost to procure adequate power and fuel supplies to serve its customers, and could increase the Company’s costs to maintain its generating facilities and transmission and distribution systems;

operational factors that could affect PGE’s power generating facilities, including forced outages, adverse hydro and wind conditions, and fuel supply disruptions, any of which may cause the Company to incur repair costs or purchase replacement power at increased costs;

the failure to complete capital projects on schedule and within budget or the abandonment of capital projects, either of which could result in the Company’s inability to recover project costs;

volatility in wholesale power and natural gas prices, which could require PGE to issue additional letters of credit or post additional cash as collateral with counterparties pursuant to power and natural gas purchase agreements;

changes in the availability and price of wholesale power and fuels, including natural gas, coal, and oil, and the impact of such changes on the Company’s power costs;

capital market conditions, including availability of capital, volatility of interest rates, reductions in demand for investment-grade commercial paper, as well as changes in PGE’s credit ratings, any of which could have an impact on the Company’s cost of capital and its ability to access the capital markets to support requirements for working capital, construction of capital projects, and the repayments of maturing debt;

future laws, regulations, and proceedings that could increase the Company’s costs of operating its thermal generating plants, or affect the operations of such plants by imposing requirements for additional emissions controls or significant emissions fees or taxes, particularly with respect to coal-fired generating facilities, in order to mitigate carbon dioxide, mercury, and other gas emissions;

changes in, and compliance with, environmental laws and policies, including those related to threatened and endangered species, fish, and wildlife;

the effects of climate change, including changes in the environment that may affect energy costs or consumption, increase the Company’s costs, or adversely affect its operations;

changes in residential, commercial, and industrial customer growth, and in demographic patterns, in PGE’s service territory;

the effectiveness of PGE’s risk management policies and procedures;

31

Table of Contents



declines in the fair value of securities held for the defined benefit pension plans and other benefit plans, which could result in increased funding requirements for such plans;

cyber security attacks, data security breaches, or other malicious acts that cause damage to the Company’s generation and transmission facilities or information technology systems, or result in the release of confidential customer, employee, or Company information;

employee workforce factors, including potential strikes, work stoppages, transitions in senior management, and the number of employees approaching retirement;

new federal, state, and local laws that could have adverse effects on operating results;

natural disasters and other risks such as earthquake, flood, drought, lightning, wind, and fire;

changes in financial or regulatory accounting principles or policies imposed by governing bodies; and

acts of war or terrorism.

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, PGE undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all such factors or assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.

Overview

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide an understanding of the business environment, results of operations, and financial condition of PGE. This MD&A should be read in conjunction with the Company’s condensed consolidated financial statements contained in this report, as well as the consolidated financial statements and disclosures in its Annual Report on Form 10-K for the year ended December 31, 2016 , and other periodic and current reports filed with the SEC.

PGE is a vertically integrated electric utility engaged in the generation, transmission, distribution, and retail sale of electricity, as well as the wholesale purchase and sale of electricity and natural gas in order to meet the needs of its retail customers. The Company generates revenues and cash flows primarily from the sale and distribution of electricity to retail customers in its service territory.

In the fourth quarter of 2016, PGE submitted to the OPUC its 2016 Integrated Resource Plan (IRP) which addresses the Company’s proposal to meet future customer demand and describes PGE’s future energy supply strategy and anticipated resource needs over the next 20 years. The areas of focus for the plan, include, among other topics, additional resources needed to meet Oregon’s Renewable Portfolio Standard (RPS) requirements and to replace energy from Boardman, the Company’s coal-fired generating plant located in Eastern Oregon that will cease coal-fired operations at the end of 2020. For further information regarding the IRP, see “Integrated Resource Plan” in this Overview section of Item 2.

In February 2017, PGE filed a general rate case for a 2018 test year. Regulatory review is expected to occur throughout 2017, with new customer prices effective January 1, 2018. For further information, see “General Rate Case” in this Overview section of Item 2.

The discussion that follows in this MD&A provides additional information related to the Company’s operating activities, legal, regulatory, and environmental matters, results of operations, and liquidity and financing activities.


32

Table of Contents


Capital Requirements and Financing —In total, the Company’s 2017 capital expenditures are expected to approximate $550 million , excluding AFDC. For additional information regarding estimated capital expenditures, see “ Capital Requirements ” in the Liquidity and Capital Resources section of this Item 2.

PGE plans to fund the 2017 capital requirements and current maturities of long-term debt of $150 million with cash from operations during 2017, which is expected to range from $515 million to $565 million , and the issuance of debt securities of up to $300 million. For additional information, see “Liquidity” and “Debt and Equity Financings” in the Liquidity and Capital Resources section of this Item 2.

General Rate Case —On February 28, 2017, the Company filed with the OPUC a general rate case based on a 2018 test year (2018 GRC). The filing includes investments to ensure system safety and reliability and to better meet customers’ changing needs and service expectations. The 2018 GRC requests a $100 million increase in the annual revenue requirement related primarily to an increase in base business costs for upgrades to PGE’s transmission and distribution system, investments in strengthening and safeguarding the grid, and support for key initiatives such as participation in the Western Energy Imbalance Market (EIM).

The requested net increase in annual revenue requirement, representing an approximate 5.6% overall increase in customer prices, is based upon:
A capital structure of 50% debt and 50% equity;
A return on equity of 9.75%; and
A rate base of $4.6 billion.

PGE, interveners, and the OPUC Staff have recently begun the settlement discussion phase of the public proceeding. Issues settled to date include depreciation expense, net variable power cost (NVPC), and a partial settlement on non-NVPC issues. The Company filed reply testimony on the remaining issues on July 18, 2017. 
Regulatory review of the 2018 GRC will continue throughout 2017, with a final order targeted to be issued by the OPUC by December 2017 and new customer prices expected to become effective January 1, 2018.

The 2018 GRC filing (OPUC Docket UE 319), as well as copies of direct and reply testimony and exhibits, are available on the OPUC Internet website at www.oregon.gov/puc.

Operating Activities— The impact of seasonal weather conditions on demand for electricity can cause the Company’s revenues and income from operations to fluctuate from period to period. PGE typically experiences its highest average MWh deliveries and retail energy sales during the winter heating season, although deliveries also increase during the summer months, generally resulting from air conditioning demand. Retail customer price changes and customer usage patterns, which can be affected by the economy, also have an effect on revenues while wholesale power availability and price, hydro and wind generation, and fuel costs for thermal and gas plants can also affect income from operations.

Customers and Demand— The 4.6% increase in retail energy deliveries for the six months ended June 30, 2017 compared with the six months ended June 30, 2016 resulted from an increase in both residential and industrial energy deliveries, while commercial deliveries declined slightly.

Energy deliveries to residential customers increased 9.5% due in large part to the effects of cooler temperatures as well as residential customer growth of 1.3%. Energy deliveries to industrial customers increased 4.7%, largely due to continued strength in the high tech sector. Weather adjusted deliveries decreased 2.1% from the first half of 2016 reflecting the impact of lower residential use per customer partially offset by higher industrial deliveries. One additional day in the first half of 2016 due to leap year resulted in a comparative decrease of approximately 0.6% in retail energy deliveries. Energy efficiency and conservation efforts by retail customers also influence demand, although the financial effects of such efforts by residential and certain commercial customers are mitigated by the

33

Table of Contents


decoupling mechanism. See “Legal, Regulatory and Environmental” in this Overview section of Item 2 for further information on the decoupling mechanism.

During the second quarter of 2017, heating degree-days, an indication of the extent to which customers are likely to have used electricity for heating, were comparable to average and 70% above the second quarter of 2016. Residential energy deliveries, which are most weather sensitive, were higher in the second quarter of 2017 than the second quarter of 2016. Unseasonably warm weather in 2016, which decreased energy deliveries in that quarter, and temperatures that resulted in more heating and cooling degree days in the second quarter of 2017 contributed to the increased deliveries. See “Revenues” in the Results of Operations section of this Item 2 for further information on heating degree days.

The following table, which includes deliveries to the Company’s direct access customers who purchase their energy from Electricity Service Suppliers, presents the average number of retail customers by customer type, and the corresponding energy deliveries, for the periods indicated:
 
Six Months Ended June 30,
 
 
 
2017
 
2016
 
% Increase (Decrease)in Energy
Deliveries
 
Average
Number of
Customers
 
Retail Energy
Deliveries*
 
Average
Number of
Customers
 
Retail Energy
Deliveries*
 
Residential
759,765

 
4,009

 
750,124

 
3,660

 
9.5
 %
 
 
 
 
 
 
 
 
 
 
Commercial (PGE sales only)
106,593

 
3,342

 
105,764

 
3,397

 
(1.6
)%
     Direct Access
458

 
303

 
315

 
262

 
15.6
 %
Total Commercial
107,051

 
3,645

 
106,079

 
3,659

 
(0.4
)%
 
 
 
 
 
 
 
 
 
 
Industrial (PGE sales only)
198

 
1,435

 
189

 
1,414

 
1.5
 %
     Direct Access
67

 
680

 
63

 
606

 
12.2
 %
Total Industrial
265

 
2,115

 
252

 
2,020

 
4.7
 %
 
 
 
 
 
 
 
 
 
 
Total (PGE sales only)
866,556

 
8,786

 
856,077

 
8,471

 
3.7
 %
     Total Direct Access
525

 
983

 
378

 
868

 
13.2
 %
Total
867,081

 
9,769

 
856,455

 
9,339

 
4.6
 %
 *
In thousands of MWh.

The Company’s Retail Customer Choice Program caps participation by Direct Access customers in the fixed three-year and minimum five-year opt-out programs, which account for the majority of energy supplied to Direct Access customers. This cap would have limited energy deliveries to these customers to an amount equal to approximately 13% of PGE’s total retail energy deliveries for the first six months of 2017. Energy deliveries to Direct Access customers represented 9% of the Company’s total retail energy deliveries for the full year 2016, compared with 10% in the first six mon