SECURITIES AND EXCHANGE COMMISSSION Washington, D. C. 20549 FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OR THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) ----------------------------- Commission File Number 1-4393 ----------------------------- PUGET SOUND ENERGY, INC. (Exact name of registrant as specified in its charter) Washington 91-0374630 (State or other (IRS Employer jurisdiction of Identification No.) incorporation or organization) 411 - 108th Avenue N.E., Bellevue, Washington 98004-5515 (Address of principal executive offices) (425) 454-6363 (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) or the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file for such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / The number of shares of registrant's common stock outstanding at March 31, 1998 was 84,560,616. 1 PUGET SOUND ENERGY, INC CONSOLIDATED STATEMENTS OF INCOME (Thousands except shares and per share amounts) (Unaudited) Three Months Ended March 31 1998 1997 - ------------------------------------------- ------------- ------------- OPERATING REVENUES: Electric $ 368,596 $ 299,569 Gas 147,822 156,488 Other 5,651 7,262 ------------- ------------- Total operating revenue 522,069 463,319 OPERATING EXPENSES: Energy costs: Purchased electricity 169,257 152,928 Purchased gas 67,928 71,961 Electric generation fuel 11,241 9,072 Residential Exchange (15,507) (22,607) Utility operations and maintenance 60,217 63,822 Other operations and maintenance 1,562 5,977 Depreciation and amortization 40,736 38,307 One-time merger costs -- 55,789 Taxes other than federal income taxes 45,916 46,147 Federal income taxes 41,462 (14,905) ------------- ------------- Total operating expenses 422,812 406,491 ------------- ------------- OPERATING INCOME 99,257 56,828 OTHER INCOME 1,160 4,884 ------------- ------------- INCOME BEFORE INTEREST CHARGES 100,417 61,712 INTEREST CHARGES 34,414 29,104 ------------- ------------- INCOME FROM CONTINUING OEPRATIONS 66,003 32,608 DISCONTINUED OPERATIONS -- (2,622) ------------- ------------- NET INCOME 66,003 29,986 Less: Preferred stock dividends accrual 3,309 5,549 ------------- ------------- INCOME FOR COMMON STOCK $62,694 $ 24,437 ============= ============= BASIC COMMON SHARES OUTSTANDING - WEIGHTED AVERAGE 84,561 84,454 ============= ============= BASIC & DILUTED EARNINGS PER COMMON SHARE: From continuing operations $ 0.74 $ 0.32 From discontinued operations -- (0.03) ------------- ------------- BASIC & DILUTED EARNINGS PER COMMON SHARE: $ 0.74 $ (0.29) ============== ============= The accompanying notes are an integral part of the financial statements. 2 PUGET SOUND ENERGY, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in Thousands) (Unaudited) Three Months Ended March 31 1998 1997 - ---------------------------------------- ------------- ------------- Net Income $ 66,003 $ 29,986 Other comprehensive income, net of tax: Unrealized holding gains on securities arising during period 4,419 -- ------------- ------------- Comprehensive Income $ 70,422 $ 29,986 ============= ============= The accompanying notes are an integral part of the financial statements. 3 PUGET SOUND ENERGY, INC. CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited) ASSETS March 31 December 31 1998 1997 - ---------------------------------------------- ------------- ------------- UTILITY PLANT: Electric $3,667,950 $3,632,652 Gas 1,251,734 1,231,109 Less: Accumulated depreciation and amortization (1,646,018) (1,613,300) ------------ ------------- Net utility plant 3,273,666 3,250,461 ------------ ------------- OTHER PROPERTY AND INVESTMENTS 283,726 279,644 ------------ ------------- CURRENT ASSETS: Cash 16,932 7,759 Accounts receivable 263,690 280,787 Materials and supplies, at average cost 44,053 54,423 Prepayments and other 4,807 5,420 ------------ ------------- Total current assets 329,482 348,389 ------------ ------------- LONG-TERM ASSETS: Regulatory asset for deferred income taxes 257,058 258,430 Unamortized energy conservation charges 6,267 6,867 Tenaska Regulatory Asset 216,700 215,000 Other 128,626 134,579 ------------ ------------- Total long-term assets 608,651 614,876 ------------ ------------- TOTAL ASSETS $4,495,525 $4,493,370 ============ ============= The accompanying notes are an integral part of the financial statements. 4 PUGET SOUND ENERGY, INC. CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited) CAPITALIZATION AND LIABILITIES March 31 December 31 1998 1997 - ---------------------------------------------- ------------- ------------- CAPITALIZATION: Common shareholders' investment: Common stock, $10 stated value, 150,000,000 shares authorized, 84,560,616 and 84,560,645 shares outstanding $ 845,606 $ 845,606 Additional paid-in capital 450,845 450,845 Earnings reinvested in the business 70,380 46,672 Accumulated other comprehensive income 19,373 14,954 ------------ ------------- 1,386,204 1,358,077 Preferred stock not subject to mandatory redemption 95,488 95,488 Preferred stock subject to mandatory redemption 76,912 78,134 Corporation obligated, mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated debentures of the corporation 100,000 100,000 Long-term debt 1,401,718 1,411,707 ------------ ------------- Total capitalization 3,060,322 3,043,406 ------------ ------------- CURRENT LIABILITIES: Accounts Payable 92,528 116,548 Short-term debt 341,432 372,538 Current maturities of long-term debt 46,000 51,000 Purchased gas liability 12,345 876 Accrued expenses: Taxes 114,491 73,636 Salaries and wages 18,560 15,326 Interest 31,422 27,704 Other 26,213 33,198 ------------ ------------- Total current liabilities 682,991 690,826 ------------ ------------- DEFERRED INCOME TAXES 629,872 629,018 ------------ ------------- OTHER DEFERRED CREDITS 122,340 130,120 ------------ ------------- TOTAL CAPITALIZATION AND LIABILITIES $4,495,525 $4,493,370 ============= ============= The accompanying notes are an integral part of the financial statements. 5 PUGET SOUND ENERGY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) Three Months Ended March 31 1998 1997 ------------- ------------- OPERATING ACTIVITIES: - ---------------------------------- Income from continuing operations $ 66,003 $ 32,608 Adjustments to reconcile income from continuing operations to net cash provided by operating activities: Depreciation and amortization 40,736 38,423 Deferred income taxes and tax credits - net 2,226 (12,844) PRAM accrued revenues -- 57,470 Pre-tax loss on write-down of coal properties -- 4,044 Other (2,119) 13,016 Change in certain current assets and liabilities (Note 5) 56,352 (6,303) - ----------------------------------------------------------------------------------------- Net Cash Provided by Operating Activities 163,198 126,414 - ----------------------------------------------------------------------------------------- INVESTING ACTIVITIES: - ---------------------------------- Construction expenditures - excluding equity AFUDC (67,864) (63,781) Additions to energy conservation program (888) (423) Other 4,585 14,193 - ----------------------------------------------------------------------------------------- Net Cash Used by Investing Activities (64,167) (50,011) - ----------------------------------------------------------------------------------------- FINANCING ACTIVITIES: - ---------------------------------- Decrease in short-term debt (31,106) (36,677) Dividends paid (42,225) (39,463) Issuance of common and preferred securities -- 81 Redemption of bonds and notes (15,001) -- Redemption of preferred stock (1,293) (1,200) Issue costs of bonds and stock (233) (18) - ----------------------------------------------------------------------------------------- Net Cash Used by Financing Activities (89,858) (77,277) - ----------------------------------------------------------------------------------------- Increase (Decrease) in cash from continuing operations 9,173 (874) Decrease in cash from discontinued operations: Investing activities -- (2,622) - ----------------------------------------------------------------------------------------- Net Increase (Decrease) in cash 9,173 (3,496) Cash at Beginning of year 7,759 4,335 Adjustment to conform fiscal year of WECo -- 39 - ----------------------------------------------------------------------------------------- Cash at End of Period $16,932 $ 878 ========================================================================================= The accompanying notes are an integral part of the financial statements. 6 NOTES TO FINANCIAL STATEMENTS 1) SUMMARY OF CONSOLIDATION POLICY The consolidated financial statements include the accounts of Puget Sound Energy, Inc. ("the Company") and its wholly-owned subsidiaries, after elimination of all significant intercompany items and transactions. The consolidated financial statements contained in this Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods have been reflected and were of a normal recurring nature other than as described in footnotes 2 & 5. These condensed financial statements should be read in conjunction with the Company's annual report on Form 10-K. On February 10, 1997, the Company consummated its merger with Washington Energy Company ("WECo"). The merger has been accounted for as a pooling of interests. Accordingly, the consolidated financial statements have been retroactively restated to include the results of operations, financial position and cash flows of WECo for all periods prior to consummation of the merger. Effective with the merger, WECo's 1996 fiscal year-end was changed from September 30 to December 31 to conform to the Company's year-end. Accordingly, WECo's operations for the three months ended December 31, 1996, have been reported as an adjustment of $10.8 million to consolidated retained earnings in the first quarter of 1997. WECo's revenues for the three months ended December 31, 1996, were $148.6 million, net income was $16.9 million, common stock issued was $1.0 million and common stock dividends declared were $6.1 million for the same period. Included in consolidated results of operations for the month of January 1997 (the merger was effective February 10, 1997) are the following results of the previously separate companies for that period: MONTH ENDED JANUARY 31, 1997 (Dollars in Thousands) ------------------------------------------- Company WECo Consolidated ------------------------------------------- Revenues $123,051 $60,486 $183,537 Net Income $19,671 $9,378 $29,049 Common Dividends Declared $29,244 -- $29,244 2) MERGER WITH WASHINGTON ENERGY COMPANY Effective February 10, 1997, WECo and its wholly-owned subsidiary, Washington Natural Gas Company, ("WNG") were merged into PSPL which then changed its name to Puget Sound Energy, Inc. Pursuant to the Agreement and Plan of Merger ("Merger Agreement") between the two companies, each share of WECo common stock was exchanged for 0.86 share of the Company's common stock (approximately 20,921,000 shares of Company stock were issued). On February 10, 1997, the Company increased the number of authorized shares to 150,000,000. Based on the capitalization of the 7 Company and WECo on February 10, 1997, holders of the Company's and WECo's common stock held approximately 75% and 25% respectively, of the aggregate number of outstanding shares of the merged company's common stock. In accordance with the Merger Agreement, the preferred stock of WNG was converted into preferred shares of the merged company. The merger has been structured as a tax-free exchange of shares, and has been accounted for as a pooling of interests for financial statement purposes. The order approving the merger, issued by the Washington Commission, contains a rate plan that is designed to provide a five-year period of rate certainty for customers and provide the Company with an opportunity to achieve a reasonable return on investment. As required under the merger order, the Company filed tariffs, effective February 8, 1997, that resulted in an average electric rate decrease of 5.6% related to the termination of the Periodic Rate Adjustment Mechanism ("PRAM"), and an increase in electric general rates of between 1.0% and 2.5%, depending on rate class. The general rate increase has a positive impact on earnings while the decrease related to the PRAM does not affect earnings because all previously accrued PRAM revenues were fully collected. The net impact on customer rates was an average rate decrease of 3.7%, including a decrease in residential rates of 3.2%. General electric rates for residential and industrial customers will increase by 1.5% on January 1 of each of the four following years, while those for small commercial customers will increase by 1.0% in each of the following three years. General rates for all classes of natural gas customers will remain unchanged until January 1, 1999, when they will decrease sufficiently to reduce utility margin by 1 percent. In connection with the merger, the Company recognized direct and indirect pre- tax merger-related expenses of $55.8 million during the first quarter of 1997. The charge consisted primarily of severance costs of $15.5 million, benefit-related curtailment costs of $9.1 million, transaction costs of $13.7 million and systems and facilities integration costs of $7.2 million. The nonrecurring charge reduced net income by approximately $36.3 million ($0.43 per share) in the three months ended March 31, 1997. In addition, pre-tax merger-related costs of $4.8 million were recognized in the fourth quarter of 1996 by PSPL. 3) EARNINGS PER COMMON SHARE Basic earnings per common share have been computed based on weighted average common shares outstanding of 84,561,000 and 84,454,000 for the three months ended March 31, 1998 and 1997, respectively. Diluted earnings per common share have been computed based on weighted average common shares outstanding of 84,661,000 and 84,504,000 for the three months ended March 31, 1998 and 1997, respectively, which include the dilutive effect of securities related to employee compensation plans. 4) DISCONTINUED OPERATIONS On March 5, 1997, the Company conveyed its interests in undeveloped coal properties through its wholly-owned subsidiary Thermal Energy, Inc. to Wesco Resources, Inc. effective February 1, 1997. In return for this conveyance, Wesco Resources, Inc. agreed to assume future coal property obligations and liabilities and to pay the Company a 2% royalty on coal mined from the transferred coal properties now held by Wesco Resources, Inc. In the September 1996 consolidated financial statements of WECo these activities 8 were reflected as discontinued operations. The Company has determined, based on a report by mining consultants, that the development of the transferred coal properties in the foreseeable future is speculative. As a result, the Company does not expect to receive any amounts under the 2% royalty agreement. Therefore, in March 1997, the Company's remaining $4.0 million investment in Thermal Energy, Inc. was written off to expense and appears in the consolidated financial statement as discontinued operations. Prior periods have been restated to include Thermal Energy, Inc. operations as discontinued operations. 5) CONSOLIDATED STATEMENTS OF CASH FLOWS The following provides additional information concerning cash flow activities: Three Months Ended March 31 1998 1997 - ---------------------------------------------------------------------------- Changes in current asset and current liabilities: Accounts receivable $ 17,097 $(27,979) Materials and supplies 10,370 7,511 Prepayments and Other 613 5,773 Purchased gas liability 11,470 (12,476) Accounts payable (24,020) (35,455) Accrued expenses and Other 40,822 56,323 - ---------------------------------------------------------------------------- Net change in current assets and current liabilities $ 56,352 $ (6,303) ============================================================================ Cash payments: Interest (net of capitalized interest) $ 31,158 $ 27,424 Income taxes $ 5,003 $ (48,073) - ---------------------------------------------------------------------------- 6) OTHER In the first quarter of 1997, the Company recorded an income tax refund of $57 million associated with the method of accounting for taxes related to conservation expenditures for the years 1991-1994. The benefit of the tax refund, as a result of an agreement between the Company and the Washington Commission, was passed on to retail customers as a $48.6 million reduction of the PRAM accrued revenue balance. The $48.6 million reduction in revenues was offset by a $17 million decrease in federal income taxes related to the reduction in PRAM revenues, a $26.5 million reduction in federal income taxes as a result of the change in accounting for conservation expenditures, $4.6 million in interest income (net of tax) relating to the tax refund and a $.8 million reduction in other taxes. The overall affect of recording the conservation tax refund and the related PRAM entries was an increase to net income of approximately $.3 million. In June 1997, the FASB issued Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("Statement No. 131"), which establishes requirements that companies report certain information about operating segments. Statement No. 131 is effective for fiscal years beginning after December 15, 1997. While this statement may result in additional financial disclosures, it will not impact the Company's financial position or results of operations. 9 In February 1998, the FASB issued Statement of Financial Accounting Standards No. 132, "Employers Disclosures about Pensions and Other Postretirement Benefits" ("Statement No. 132"), which standardizes the disclosure requirements for pensions and other postretirement benefits. Statement No. 132 is effective for fiscal years beginning after December 15, 1997. While this statement may result in additional financial disclosures, it will not impact the Company's financial position or results of operations. Effective January 1, 1998, the Company implemented Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," which established standards for the reporting and display of comprehensive income and its components. 10 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net income for the three months ended March 31, 1998, was $66 million on operating revenues of $522.1 million, compared with net income of $30 million on operating revenues of $463.3 million for the same period in 1997. Income for common stock was $62.7 million for the first quarter of 1998 compared to $24.4 million for the first quarter of 1997. Basic and diluted earnings per share were $0.74 for the first quarter of 1998 compared to $0.29 for the first quarter of 1997 based on 84.6 and 84.5 million weighted average common shares outstanding in each quarter, respectively. The increase in net income and earnings per share in the first quarter of 1998 compared to the first quarter of 1997 reflects the absence of both an after-tax charge of $36.3 million (43 cents per share) for costs related to the merger and an after-tax charge of $2.6 million (3 cents per share), to write off the Company's remaining investment in undeveloped coal reserves and related activities in southeastern Montana which were incurred during the first quarter of 1997. Total kilowatt-hour sales were 7.6 billion, including 1.9 billion in sales to other utilities, for the first quarter of 1998, compared to 6.8 billion, including 1.1 billion in sales to other utilities, for the first quarter of 1997. Total gas volumes were 352 million therms, including 75.7 million therms in transportation volumes for the three months ended March 31, 1998, compared to 370.2 million therms, including 76.2 million therms of transportation, for the same period in 1997. The Company's operating revenues and associated expenses are not generated evenly during the year. Variations in energy usage by consumers do occur from season to season and from month to month within a season, primarily as a result of weather conditions. The Company normally experiences its highest energy sales in the first and fourth quarters of the year. Electric sales to other utilities also vary by quarter and year depending principally upon water conditions for the generation of hydroelectric power, customer usage and the energy requirement of other utilities. Temperatures based on heating degree days measured at Seattle-Tacoma airport during the three months ended March 31, 1998, were 9% warmer than normal and 10% warmer than the same period in 1997. 11 Comparative Periods Ending March 31, 1998 vs. March 31, 1997 Increase (Decrease) Three Month Period _____________________________________________________________________________ (In Millions) Operating revenue changes General rate increase $ 7.3 PRAM revenues 44.8 BPA Residential Purchase & Sale Agreement 1.1 Sales to other utilities 15.7 Electric load and other changes (1.4) Gas revenue change (8.7) ------ Total operating revenue change 58.8 ------ Operating expense changes Energy costs: Purchased electricity 16.3 Purchased gas (4.0) Electric generation fuel 2.1 Residential exchange credit 7.1 Utility operations and maintenance (3.6) Other operations and maintenance (4.4) Depreciation and amortization 2.4 Merger costs (55.8) Taxes other than federal income taxes (0.2) Federal income taxes 56.4 ------ Total operating expense change 16.3 ------ Other income (3.8) Interest charges 5.3 ------ Income from continuing operations 33.4 Discontinued operations 2.6 ------ Net income change $ 36.0 ====== The following is additional information pertaining to the changes outlined in the above table. 12 Operating Revenues - Electric Revenues since February 8, 1997 increased as a result of an overall average 1.8% general rate increase authorized by the Washington Commission in the merger order. Operating revenues for the three months ended March 31, 1997 included a $48.6 million reduction associated with 1991-1994 Conservation IRS tax refund and related interest income which was received in the first quarter of 1997. Based on the Company's agreement with the Washington Commission, the benefit of the tax refund was passed on to retail customers as a reduction of the PRAM accrued revenue balance. The $48.6 million reduction in 1997 operating revenues was offset by a decrease in federal, state and local taxes as well as a decrease in interest expense and recognition of interest income. Revenues in 1998 and 1997 were reduced because of the credit that the Company received through the Residential Purchase and Sale Agreement with the Bonneville Power Administration ("BPA"). The agreement enables the Company's residential and small farm customers to receive the benefits of lower-cost federal power. On January 29, 1997, the Company and BPA signed a Residential Exchange Termination Agreement. The Agreement ends the Company's participation in the Residential Purchase and Sale agreement with BPA. As part of the Termination Agreement, the Company will receive payments by the BPA of approximately $235 million over five years. Under the rate plan approved by the Washington Commission in its merger order, the Company will continue to reflect, in customers' bills, the current level of Residential Exchange benefits. Over the five year period, it is projected that the Company will credit customers approximately $250 million more than it will receive from BPA. Electric revenues for the quarter were $368.6 million, up $69.0 million or 5.9% over the same period in 1997, after adjusting 1997 revenues to eliminate the effects of the aforementioned one-time reduction of $48.6 million associated with the IRS tax refund and related interest. Electric sales to other utilities increased $15.7 million or 95 percent over the same period in 1997 as the Company has increased its wholesale surplus power business through short and intermediate term purchase, sale, arbitrage and other trading and marketing techniques. However, warmer than normal weather in the three-month period ended March 31, 1998 reduced electric heating loads which was partially offset by increased sales to industrial customers. Operating Revenues - Gas Gas operating revenues for the quarter ended March 31, 1998 decreased by $8.7 million from the prior year quarter. Total gas volumes decreased 4.9% from 370.2 million therms to 351.9 million therms. Gas margin also declined by $4.6 million, or 5.5% in the first quarter of 1998 as compared to the first quarter of 1997. The primary reason for the decrease in gas sales volumes and gas sales revenues in the quarter ended March 31, 1998, was the negative impact of warmer weather on the company's gas heating load. Operating Expenses Purchased electricity expenses increased $16.3 million for the first quarter of 1998 compared to the same period in 1997. The increase was due primarily to increased sales to other utilities. 13 Purchased gas expenses decreased $4.0 million for the first quarter of 1998 compared to the first quarter of 1997 primarily due to decreased volumes of purchases as a result of lower heating load. Fuel expense increased $2.1 million in the first quarter of 1998 compared to the same period in 1997 as the Company generated more electricity at company- owned coal plants. Residential exchange credits associated with the Residential Purchase and Sale Agreement with BPA decreased $7.1 million in the three months ended March 31, 1998 when compared to the same period in 1997. The primary reason for the decrease was the Residential Exchange Termination Agreement between the Company and BPA in January 1997. Utility operations and maintenance expenses decreased $3.6 million or 5.6% in the first quarter of 1998 compared to the same period in 1997. The decrease resulted primarily from improved operating efficiencies as a result of the merger in 1997 and a decrease in storm damage caused electric transmission and distribution system costs, offset in part by increased severance costs and vegetation management expenses. Depreciation and amortization expense increased $2.4 million for the first quarter of 1998 from the same period in 1997 due to the effects of new plant placed into service during the past year. Merger related costs recorded in the first quarter of 1997 were $55.8 million including amounts related to transaction expenses, employee separation and systems and facilities integration. On an after-tax basis the charge in the quarter ended March 31, 1997, was $36.3 million or 43 cents per share. (See Footnote 2 to the Consolidated Financial Statements) Federal income taxes increased $56.4 million for the first quarter of 1998 from the same period in 1997 due to a number of factors. An IRS tax refund related to the method of accounting for taxes on conservation expenditures decreased federal income taxes in the first quarter of 1997 by $26.5 million. In addition, there was a $17.0 million reduction in 1997 associated with a decrease in PRAM revenues of $48.6 million. Merger costs expensed in the first quarter of 1997 further reduced federal income taxes by $19.3 million. AFUDC, which does not represent current cash income, is normally included in other income and as an offset to interest expense. For the three month periods ending March 31, 1998 and March 31, 1997, AFUDC was $1.7 million and $1.2 million, respectively. Other Income Other income, net of federal income tax, decreased $3.7 million in the first quarter of 1998 from the same period in 1997. The decrease was due primarily to the receipt of interest income in 1997 from the IRS on the Conservation Tax Refund. The Company recorded after-tax dividend income of $3.5 million in the first quarter of 1998 associated with a $4.3 million investment the Company has in a utility-related venture capital fund. 14 Interest Charges Interest charges, which consist of interest and amortization on long-term debt and other interest, increased $5.3 million for the first quarter of 1998 compared to the same period in 1997 as a result of the issuance of $300 million 7.02% Series A Notes, in December 1997 and the issuance of $100 million 8.231% Capital Trust Debentures in June 1997. These increases were partially offset by the maturity of $100 million 7.875% Series A Medium Term Notes in October 1997. CONSTRUCTION, CAPITAL RESOURCES AND LIQUIDITY Construction expenditures which include energy conservation expenditures and exclude AFUDC for the first quarter of 1998 were $67.2 million, including $0.9 million of energy conservation expenditures, compared to $63.2 million, including $0.4 million of energy conservation expenditures, for the first quarter of 1997. Construction expenditures for 1998 and 1999 are expected to be $311 million and $274 million, respectively. Cash provided by operations (net of dividends and AFUDC) as a percentage of construction expenditures (excluding AFUDC) were 178% and 136% for the first quarters of 1998 and 1997, respectively. Construction expenditure estimates are subject to periodic review and adjustment. On March 31, 1998, the Company had available $375 million in lines of credit with various banks, which provide credit support for outstanding commercial paper of $103.4 million, effectively reducing the available borrowing capacity under these lines of credit to $271.6 million. In addition, the Company has agreements with several banks to borrow on an uncommitted, as available, basis at money-market rates quoted by the banks. There are no costs, other than interest, for these arrangements. OTHER On March 20, 1991, the Company executed a 20-year contract to purchase 216 average MW of energy and 245 MW of capacity, beginning in April 1994, from Tenaska Washington Partners, L.P., which owns and operates a natural-gas fired cogeneration project located near Ferndale, Washington. In December 1997 and January 1998, the Company and Tenaska Washington Partners entered into revised agreements which will lower purchased power costs from the Tenaska project by restructuring its natural gas supply. The Company paid $215 million to buy out the project's existing long-term gas supply contracts, which contained fixed and escalating gas prices that were well above current and projected future market prices for natural gas. The Company became the principal natural gas supplier to the project and power purchase prices under the Tenaska contract were revised to reflect market- based prices for the natural gas supply. The Company obtained an order from the Washington Commission creating a regulatory asset related to the $215 million restructuring payment. Under terms of the order, the Company is allowed to accrue as an additional regulatory asset one-half the carrying costs of the deferred balance over the first five years. Amortization of the regulatory assets commenced January 1, 1998 and extends over the remaining 14 year life of the contract. In April 1998, the Company and Duke Energy Trading and Marketing signed an agreement to coordinate their energy-marketing and trading activities in 14 western states and British Columbia. Through this alliance, the Company now participates in an energy-trading business that will be many times the size 15 of its current trading operations. Pursuant to the agreement, substantially all of the Company's sales of surplus electricity and short-term purchases of energy to meet retail sales will be made through the joint venture. Puget Sound Energy sold 28 million megawatt hours of power in 1997, and its revenues from off-system power sales and trading in 1997 doubled from 1996 to more than $134 million. For a discussion of FASB Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information", see Note 6 to the Consolidated Financial Statements. For a discussion of FASB Statement No. 132, "Employers Disclosures about Pensions and Other Postretirement Benefits", see Note 6 to the Consolidated Financial Statements. 16 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS Contingencies arising out of the normal course of the Company's business, exist at March 31, 1998. The ultimate resolution of these issues is not expected to have a material adverse impact on the financial condition, results of operations or liquidity of the Company. Item 6. Exhibits and Reports on Form 8-K (a) The following exhibits are filed herewith: 12-a Statement setting forth computation of ratios of earnings to fixed charges (1993 through 1997 and 12 months ended March 31, 1998) 12-b Statement setting forth computation of ratios of earnings to combined fixed charges and preferred stock dividends (1993 through 1997 and 12 months ended March 31, 1998) 27 Financial Data Schedule (b) Reports on Form 8-K None 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PUGET SOUND ENERGY, INC. James W. Eldredge ___________________________________ James W. Eldredge Corporate Secretary and Controller Date: May 15, 1998 Chief accounting officer and officer duly authorized to sign this report on behalf of the registrant 18