UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from ________________ to _______________ Commission File Number 1-5532-99 PORTLAND GENERAL ELECTRIC COMPANY (Exact name of registrant as specified in its charter) OREGON 93-0256820 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 121 SW SALMON STREET, PORTLAND, OREGON 97204 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (503) 464-8000 Securities registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED Portland General Electric Company 8.25% Quarterly Income Debt Securities (Junior Subordinated Deferrable Interest Debentures, Series A) New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: TITLE OF CLASS Portland General Electric Company, 7.75% Series, Cumulative Preferred Stock, no par value None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] State the aggregate market value of the voting stock held by non-affiliates of the registrant as of February 28, 1998: $0. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February 28, 1998: 42,758,877 shares of Common Stock, $3.75 par value. (All shares are owned by Enron Corp.) 1 DEFINITIONS The following abbreviations or acronyms used in the text and notes are defined below: Abbreviations OR ACRONYMS TERM Beaver..............................Beaver Combustion Turbine Plant Bethel..............................Bethel Combustion Turbine Plant Boardman............................Boardman Coal Plant BPA.................................Bonneville Power Administration Centralia...........................Centralia Coal Plant COB.................................California/Oregon Border Colstrip............................Colstrip Units 3 and 4 Coal Plant Coyote Springs......................Coyote Springs Generation Plant CUB.................................Citizens' Utility Board DEQ.................................Oregon Department of Environmental Quality EFSC................................Oregon Energy Facility Siting Council Enron...............................Enron Corp EPA.................................Environmental Protection Agency FASB................................Financial Accounting Standards Board FERC................................Federal Energy Regulatory Commission Financial Statements................Refers to Financial Statements of Portland General Electric Company included in Part II, Item 8 of this report. Intertie............................Pacific Northwest Intertie Transmission Line IOUs................................Investor-Owned Utilities IRS.................................Internal Revenue Service kWh.................................Kilowatt-Hour MMBtu...............................Million British thermal units MW..................................Megawatt MWa.................................Average megawatts MWh.................................Megawatt-hour NRC.................................Nuclear Regulatory Commission NYMEX...............................New York Mercantile Exchange OPUC or the Commission..............Oregon Public Utility Commission Portland General or PGC.............Portland General Corporation PGE or the Company..................Portland General Electric Company PUD.................................Public Utility District Regional Power Act..................Pacific Northwest Electric Power Planning and Conservation Act SFAS................................Statement of Financial Accounting Standards issued by the FASB WPPSS or Supply System..............Washington Public Power Supply System Trojan..............................Trojan Nuclear Plant USDOE...............................United States Department of Energy WAPA................................Western Area Power Authority WNP-3...............................Washington Public Power Supply System Unit 3 Nuclear Project WSCC................................Western Systems Coordinating Council 2 TABLE OF CONTENTS PAGE Definitions................................................................. 2 PART I Item 1. Business.................................................... 4 Item 2. Properties.................................................. 12 Item 3. Legal Proceedings........................................... 14 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters................................. 16 Item 6. Selected Financial Data..................................... 16 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations......................... 17 Item 8. Financial Statements and Supplementary Data................. 27 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure......................... 44 PART III Item 10. Directors and Executive Officers of the Registrant.......... 45 Item 11. Executive Compensation...................................... 48 Item 12. Security Ownership of Certain Beneficial Owners and Management.............................................. 54 Item 13. Certain Relationships and Related Transactions............. 55 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K......................................... 56 Signatures................................................................. 57 Exhibit Index.............................................................. 58 3 Part I ITEM 1. BUSINESS GENERAL PGE, incorporated in 1930, is an electric utility engaged in the generation, purchase, transmission, distribution, and sale of electricity in the State of Oregon. PGE also sells energy to wholesale customers throughout the western United States. PGE's Oregon service area is 3,170 square miles, including 54 incorporated cities, of which Portland and Salem are the largest, within a state-approved service area allocation of 4,070 square miles. PGE estimates that at the end of 1997 its service area population was approximately 1.5 million, constituting approximately 44% of the state's population. At December 31, 1997 PGE served approximately 685,000 customers. On July 1, 1997 Portland General Corporation (PGC), the former parent of PGE, merged with Enron Corp. (Enron) with Enron continuing in existence as the surviving corporation. PGE is now a wholly owned subsidiary of Enron and subject to control by the Board of Directors of Enron. As of December 31, 1997, PGE had 2,729 employees. This compares to 2,587 and 2,533 PGE employees at December 31, 1996 and 1995, respectively. OPERATING REVENUES RETAIL PGE serves a diverse retail customer base. Residential customers constitute the largest customer class and account for 44% of retail revenues. Residential demand is highly sensitive to the effects of weather. Commercial customers consume 40% and industrial customers 16% of retail revenues. Since 1995 commercial demand has grown by 9%, making this the Company's most rapidly growing retail customer class. Sales to industrial customers rebounded in 1997 after a 4% decline in 1996. The commercial and industrial classes are not dominated by any single industry. While the 20 largest customers constitute 21% of retail demand, they represent 10 different industrial groups including paper manufacturing, high technology, metal fabrication, transportation equipment, and health services. No single customer represents more than 10% of PGE's retail load. PGE's retail revenues peak during the winter season. In late 1997 PGE filed a proposal before the OPUC which would give all its customers a choice of electricity providers as early as January 1, 1999. PGE's Customer Choice Implementation Proposal includes new price tariffs and a new structure for the company. If the proposal is approved by the OPUC, PGE would become a regulated transmission and distribution company focused on delivering, but not selling electricity. WHOLESALE Wholesale revenues continued to make a significant contribution to overall revenues, providing over 35% of total operating revenues for 1997. During the last several years PGE has actively marketed wholesale power throughout the western United States and has experienced record sales growth since 1994. Most of the Company's wholesale growth has come through sales to marketers and brokers. These sales are predominantly of a short-term nature. Due to increasing volatility and reduced margins resulting from increased competition, long-term wholesale marketing activities have been transferred to PGE's non- regulated affiliates. PGE expects that its future revenues from the wholesale marketplace will decline. 4 The following table summarizes operating revenues and MWh sales for the years ended December 31: 1997 1996 1995 Operating Revenues (Millions) Residential $ 391 $ 427 $ 380 Commercial 343 346 336 Industrial 143 149 153 Public Street Lighting 11 11 11 Tariff Revenues 888 933 880 Accrued (Collected) Revenues 10 (27) (3) Retail 898 906 877 Wholesale 497 194 95 Other 21 10 10 Total Operating Revenues $ 1,416 $ 1,110 $ 982 Megawatt-Hours Sold (Thousands) Residential 6,999 7,073 6,622 Commercial 6,873 6,475 6,285 Industrial 4,247 3,909 4,056 Public Street Lighting 100 102 102 Retail 18,219 17,559 17,065 Wholesale 26,934 10,188 3,383 Total MWh Sold 45,153 27,747 20,448 For additional information on year-to-year revenue trends, see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. REGULATION The OPUC, a three-member commission appointed by the Governor, approves PGE's retail rates and establishes conditions of utility service. The OPUC ensures that prices are fair and equitable and provides PGE an opportunity to earn a fair return on its investment. In addition, the OPUC regulates the issuance of securities and prescribes the system of accounts to be kept by Oregon utilities. PGE is also subject to the jurisdiction of the FERC with regard to the transmission and sale of wholesale electric energy, licensing of hydroelectric projects and certain other matters. Construction of new generating facilities requires a permit from the Energy Facility Siting Council (EFSC). The NRC regulates the licensing and decommissioning of nuclear power plants. In 1993 the NRC issued a possession-only license amendment to PGE's Trojan operating license and in early 1996 approved the Trojan Decommissioning Plan. Approval of the Trojan Decommissioning Plan by the NRC and EFSC has allowed PGE to commence decommissioning activities. Trojan will be subject to NRC regulation until Trojan is fully decommissioned, all nuclear fuel is removed from the site and the license is terminated. The Oregon Department of Energy also monitors Trojan. 5 OREGON REGULATORY MATTERS CUSTOMER CHOICE Proposal In late 1997 PGE filed a proposal before the OPUC which would give all of its customers a choice of electricity providers and provide a price decrease of about 10% as early as January 1, 1999. PGE's Customer Choice Implementation Proposal includes new tariffs and a new structure for the company. If the proposal is approved by the OPUC, PGE would become a regulated transmission and distribution company focused on delivering, but not selling electricity. PGE would continue to operate and maintain the electricity delivery system and handle outage restoration, while other competitive companies would market power to customers over that system. To effect this restructuring PGE is asking for OPUC approval to sell all its generating assets, which represent approximately 27% of PGE's total assets, and power supply and purchase contracts. A sale of PGE's supply portfolio would allow the OPUC to put a dollar value on "transition costs," the costs that a regulated utility company would be unable to recover in a competitive market. PGE is seeking full recovery of these transition costs. PGE is dependent upon the regulatory process to ensure that future revenues will be provided for the recovery of regulatory assets, including the transition costs mentioned above. In the event that the regulatory process does not provide revenues for recovery of transition costs, PGE could be required to write off all or a portion of such amounts from its balance sheet. INTRODUCTORY PROGRAM In a move to prepare for future retail competition, PGE initiated an introductory Customer Choice Plan to allow 50,000 PGE customers in four cities to buy their power from competing energy service providers. This program allows certain customers in Oregon to experience a competitive electricity market. The program, which received OPUC approval, is available to residential, small business and commercial customers in the four cities, and industrial customers throughout PGE's service territory. Since October 1997 PGE's large industrial customers throughout its service territory have had the opportunity to purchase up to 50 percent of their electricity from competing electricity providers. Residential, small business and commercial customers were given the option of receiving electricity from a company of their choice in December 1997. Under this program, customers in the four cities can pool or aggregate their electric load in order to negotiate a cheaper rate from energy suppliers. To date over 7,000 retail customers have selected alternative energy service providers. This program, which terminates on December 31, 1998, is being undertaken to provide information to PGE and the OPUC on the effects of future retail competition on PGE and its customers. PGE does not expect that this program will have a materially adverse impact on operating margins. LEAST COST ENERGY PLANNING The OPUC adopted Least Cost Energy Planning for all energy utilities in Oregon with the goal of selecting the mix of resources that yields a reliable supply of energy at the least cost to customers. In September 1997 PGE submitted its 1998-1999 Integrated Resource Plan (IRP) to the OPUC. This plan recognizes the fundamental changes occurring in the electric industry and establishes a transition strategy for the next two years. The plan will maintain PGE's delivery capability and provides a bridge to a competitive environment in which funding for public purposes is provided from a System Benefit Charge. RESIDENTIAL EXCHANGE PROGRAM The Regional Power Act (RPA), passed in 1980, attempted to resolve growing power supply and cost inequities between customers of government and publicly owned utilities, who have priority access to the low-cost power from the federal hydroelectric system, and the customers of IOUs. The RPA created the residential exchange program to ensure that all residential and farm customers in the region, the vast majority of which are served by IOUs, receive similar benefits from the publicly funded federal power system. Exchange benefits, and any related changes in the amount of benefits, have generally passed directly to PGE's customers in the form of price increases or decreases. Effective January 1998 rates for PGE's residential and small farm customers increased 11.9% due to the Bonneville Power Administration's (BPA) elimination of the Residential Exchange Credit. PGE has contested this decision and is working with the BPA to resolve the issue. 6 ENERGY EFFICIENCY PGE has promoted the efficient use of electricity for over two decades. Current Demand Side Management (DSM) programs provide a range of services to all classes of PGE customers. DSM programs seek to capitalize on windows of opportunity in which efficiency measures are most cost-effective both for PGE's ratepayers and the specific customers. In order to do this PGE is focusing on commercial or industrial new construction and industrial process improvements. PGE continues to provide a weatherization program for eligible low-income families. PGE is also focusing on developing a regional solution to funding and delivering energy efficiency in a competitive environment. COMPETITION AND MARKETING GENERAL At the onset of nationwide electricity deregulation PGE is maintaining its commitment to service excellence while assisting with the formation of a competitive electricity market in the Northwest. Its Customer Choice Implementation Proposal was filed with the OPUC in December 1997 and an introductory program has been put in place. The proposal addresses five key principles: bringing true market conditions to the industry, separating the regulated and non-regulated portions of utility services, removing the incumbent utility advantage, transferring commercial customer relationships to the energy service provider and allowing the market to determine the cost of transitioning from a regulated to a deregulated environment. The proposal, if approved by the OPUC, will create one of the nation's first regulated electricity transmission and distribution companies focused on delivering, but not selling, power. In the new environment, PGE would continue to operate and maintain the electricity delivery system and handle outages, while other competitive companies would market power to customers over that system. RETAIL COMPETITION AND MARKETING PGE operates within a state-approved service area and under current regulation is substantially free from direct retail competition with other electric utilities. PGE's competitors within its Oregon service territory include other fuel suppliers, such as the local natural gas company, which compete with PGE for the residential and commercial space and water heating market. In addition, there is the potential of a loss of PGE service territory to the creation of public utility districts or municipal utilities by voters. In the future PGE will focus on transitioning to a regulated transmission and distribution company. WHOLESALE COMPETITION AND MARKETING During the last few years, the western United States has become a vibrant marketplace for the trading of electricity and PGE has been an active participant. During 1997 PGE's wholesale revenues increased 156% over 1996 levels with wholesale activities accounting for 35% of total revenues and 60% of total megawatt-hour sales. However, due to increasing volatility and reduced margins resulting from increased competition, long-term wholesale marketing activities have been transferred to PGE's non-regulated affiliates. The FERC has taken steps to provide a framework for increased competition in the electric industry. In 1996 the FERC issued Order 888 requiring non- discriminatory open access transmission by all public utilities that own interstate transmission. The final rule requires utilities to file tariffs that offer others the same transmission services they provide themselves under comparable terms and conditions. This rule also allows public utilities to recover stranded costs in accordance with the terms, conditions and procedures set forth in Order 888. The ruling requires reciprocity from municipals, cooperatives and federal power marketers receiving service under the tariff. The Company's transmission system connects winter-peaking utilities in the Northwest and Canada, which have access to low-cost hydroelectric generation, with summer-peaking wholesale customers in California and the Southwest, which have higher-cost fossil fuel generation. PGE has used this system to purchase and sell in both markets depending upon the relative price and availability of power, water conditions, and seasonal demand from each market. 7 POWER SUPPLY Growth within PGE's service territory, as well as its wholesale trading activities has underscored the Company's need for sources of reliable, low- cost energy supplies. The demand for energy within PGE's service territory has experienced an average annual growth rate of approximately 2.5% over the last 10 years. Wholesale demand has experienced significant increases. In 1996 and 1997 PGE's wholesale sales increased approximately 200% annually. Although wholesale activity is expected to decline, PGE's retail demand should continue its upward trend. PGE has relied increasingly on short-term purchases to supplement its existing base of generating resource and long-term power contracts to meet its energy needs. Short-term purchases include spot market, or secondary, purchases as well as firm purchases for periods less than one year in duration. The availability of short-term firm purchase agreements and PGE's ability to renew these contracts on a month-by-month basis have enabled PGE to minimize risk and enhance its ability to provide reliable low-cost energy to retail customers. Increased competition has placed competitive pressures on the price of short-term power as well as enhanced its availability. Northwest hydro conditions also have a significant impact on regional power supply. Plentiful water conditions can lead to surplus power and the economic displacement of more expensive thermal generation. GENERATING CAPABILITY PGE's existing hydroelectric, coal-fired and gas-fired plants are important resources for the Company, providing 2,120 MW of generating capability (see Item 2. Properties, for a full listing of PGE's generating facilities). PGE's lowest-cost producers are its eight hydroelectric projects on the Clackamas, Sandy, Deschutes, and Willamette rivers in Oregon. These facilities operate under federal licenses, which will be up for renewal between the years 2001 and 2006. PURCHASED POWER PGE has long-term power contracts with four hydro projects on the mid-Columbia River which provide PGE with 590 MW of firm capacity. PGE also has firm contracts, ranging in term from one to 30 years, to purchase 512 MW, primarily hydro-generated, from other Pacific Northwest utilities. In addition, PGE has long-term exchange contracts with summer-peaking Southwest utilities to help meet its winter-peaking requirements. These resources, along with short-term contracts, provide PGE with sufficient firm capacity to serve its peak loads. SYSTEM RELIABILITY AND THE WSCC PGE relies on wholesale market purchases within the WSCC in conjunction with its base of generating resources to supply its resource needs and maintain system reliability. The WSCC is the largest and most diverse of the 10 regional electric reliability councils. The WSCC performs an essential role in developing and monitoring established reliability criteria guides and procedures to ensure continued reliability of the electric system. During the last few years, the area covered by WSCC has become a dynamic marketplace for the trading of electricity. This area, which extends from Canada to Mexico and includes 14 Western states, is very diverse in climates. Peak loads occur at different times of the year in the different regions within the WSCC area. Energy loads in the Southwest peak in summer due to air conditioning; northern loads peak during winter heating months. Further, according to WSCC forecasts, the nearly 80 electric organizations participating in the WSCC, which include utilities, independent power producers and transmission utilities, have sufficient generating capacity to meet forecast demand and energy requirements during the next 10 years. Favorable water conditions have the ability to further increase energy supplies. JANUARY RESERVE MARGIN WSCC REGION MEGAWATTS PERCENT 1993 22,997 0.217 1994 31,033 0.310 1995 28,693 0.288 1996 24,500 0.221 1997 36,246 0.325 1998 37,145 0.326 1999 33,240 0.286 2000 33,735 0.286 2001 32,680 0.273 2002 30,842 0.253 8 During 1997, PGE's peak load was 3,448 MW, of which 52% was met through economical short-term purchases. PGE's firm resource capacity, including short-term purchase agreements, totaled approximately 4,714 MW as of December 31, 1997. RESTORATION OF SALMON RUNS Several species of salmon found in the Snake River and the Columbia rivers, have been granted protection under the federal Endangered Species Act (ESA). In an effort to help restore these fish, the federal government has reduced the amount of water allowed to flow through the turbines at the hydroelectric dams on the Snake and Columbia rivers while the young salmon are migrating to the ocean. This has resulted in reduced amounts of electricity generated at the dams. Favorable hydro conditions helped mitigate the effect of these actions in 1996 and 1997. If this practice is continued in future years it could mean less water available in the fall and winter for generation when demand for electricity in the Pacific Northwest is highest. Although PGE does not own any hydroelectric facilities on the Columbia and Snake rivers, it does buy energy from both utilities and federal agencies which do. In early 1997, the State of Oregon proposed an aggressive recovery plan for the Oregon coastal Coho salmon. The National Marine Fisheries Service (NMFS) accepted this recovery plan and as a result this run of salmon was not listed for federal protection. PGE has no hydroelectric projects that will be impacted by this action. Also in 1997, a petition to protect winter steelhead trout under the federal Endangered Species Act was reviewed by NMFS. In early 1998 NMFS listed this species as threatened. The affected areas include the lower Columbia River tributaries in Oregon and Washington. PGE is currently evaluating what impact this listing will have on the operation of its hydroelectric projects on the Willamette, Clackamas and Sandy rivers. 9 FUEL SUPPLY Fuel supply contracts are negotiated to support annual planned plant operations. Flexibility in contract terms is sought to allow for the most economic dispatch of PGE's thermal resources in conjunction with the current market price of wholesale power. COAL BOARDMAN PGE has an agreement to purchase coal for Boardman through the year 2000. The agreement does not require a minimum amount of coal to be purchased, allowing PGE to obtain coal from other sources. During 1997 PGE did not take deliveries under this contract but purchased coal under favorable short-term agreements. Coal purchases in 1997 contained less than 0.4% of sulfur by weight and emitted less than the EPA allowable limit of 1.2 pounds of sulfur dioxide per MMBtu when burned. The coal, from surface mining operations in Montana and Wyoming, was subject to federal, state and local regulations. Coal is delivered to Boardman by rail under a contract which expires in 2002. COLSTRIP Coal for Colstrip Units 3 and 4, located in southeastern Montana, is provided under contract with Western Energy Company, a wholly owned subsidiary of Montana Power Company. The contract provides that the coal delivered will not exceed a maximum sulfur content of 1.5% by weight. The Colstrip plant has sulfur dioxide removal equipment to allow operation in compliance with EPA's source-performance emission standards. CENTRALIA Coal for Centralia Units 1 and 2, located in Southwestern Washington, is provided under contract with PacifiCorp doing business as PacifiCorp Electric Operations. Most of Centralia's coal requirements are expected to be provided under this contract for the foreseeable future. SULFUR TYPE OF POLLUTION PLANT CONTENT CONTROL EQUIPMENT Boardman, OR 0.4% Electrostatic precipitators Centralia, WA 0.7% Electrostatic precipitators Colstrip, MT 0.7% Scrubbers and precipitators NATURAL GAS In addition to the agreements discussed below, the Company utilizes short-term and spot market purchases to secure transportation capacity and gas supplies sufficient to fuel plant operations. BEAVER PGE owns 90% of the Kelso-Beaver Pipeline which directly connects its Beaver generating station to Northwest Pipeline, an interstate gas pipeline operating between British Columbia and New Mexico. During 1997, PGE had access to 76,000 MMBtu/day of firm transportation capacity, enough to operate Beaver at a 70% load factor. COYOTE SPRINGS The Coyote Springs generating station utilizes 41,000 MMBtu/day of firm transportation on three interconnected pipeline systems accessing the gas fields in Alberta, Canada. Coyote Springs' one and two-year gas supply contracts expire in November 1998 and November 1999. Gas supplies and transportation capacity are sufficient to fully fuel Coyote Springs. Minimum purchase requirements represent 50% of the plant's capacity. 10 ENVIRONMENTAL MATTERS PGE operates in a state recognized for environmental leadership. PGE's environmental stewardship policy emphasizes minimizing waste in its operations, minimizing environmental risk and promoting energy efficiency. REGULATION PGE's current and historical operations are subject to a wide range of environmental protection laws covering air and water quality, noise, waste disposal, and other environmental issues. PGE is also subject to the Federal Rivers and Harbors Act of 1899 and similar Oregon laws under which it must obtain permits from the U.S. Army Corps of Engineers or the Oregon Division of State Lands to construct facilities or perform activities in navigable waters of the State. The EPA regulates the proper use, transportation, cleanup and disposal of polychlorinated biphenyls (PCBs). State agencies or departments which have direct jurisdiction over environmental matters include the Environmental Quality Commission, the DEQ, the Oregon Department of Energy and EFSC. Environmental matters regulated by these agencies include the siting and operation of generating facilities and the accumulation, cleanup, and disposal of toxic and hazardous wastes. CLEANUP PGE is involved with others in the environmental cleanup of PCB contaminants at various sites as a potentially responsible party (PRP). The cleanup effort is considered complete at several sites which are awaiting consent orders from the appropriate regulatory agencies. These and future cleanup costs are not expected to be material. AIR/WATER QUALITY The Clean Air Act (Act) requires significant reductions in emissions of sulfur dioxide, nitrogen oxide and other contaminants over the next several years. Coal-fired plant operations will be affected by these emission limitations. State governments are also charged with monitoring and administering certain portions of the Act. Each state is required to set guidelines that at least equal the federal standards. Boardman was assigned sufficient emission allowances by the EPA to operate after the year 2000 at a 60% to 67% capacity factor without having to further reduce emissions. If needed PGE will purchase additional allowances to meet excess capacity needs. Centralia will be required to reduce emissions by the year 2000. The owner-operator utility is considering the installation of scrubbers. It is not anticipated that Colstrip will be required to reduce emissions because it utilizes scrubbers. However, future legislation, if adopted, could affect plant operations and increase operating costs or reduce coal-fired capacity. Air contaminant discharge permits or federal operating permits, issued by the DEQ, have been obtained for all of PGE's fossil fuel generating facilities with only one limitation, at the Bethel plant, on power production. DEQ limits night operations of Bethel to one unit due to noise considerations. Maximum plant operations are allowed during the day. The water pollution control facilities permit for Boardman expired in May 1991. The DEQ is processing the permit application and renewal is expected. In the interim, Boardman is permitted to continue operating under the terms of the original permit. PGE is no longer accepting oil shipments by river for its Beaver plant in order to eliminate the risk of an oil spill into the Columbia River. Instead, the rail off-loading facility has been upgraded. This plant is normally fired by natural gas, and only small amounts of oil are used. 11 ITEM 2. PROPERTIES PGE's principal plants and appurtenant generating facilities and storage reservoirs are situated on land owned by PGE in fee or land under the control of PGE pursuant to valid existing leases, federal or state licenses, easements, or other agreements. In some cases meters and transformers are located upon the premises of customers. The Indenture securing PGE's first mortgage bonds constitutes a direct first mortgage lien on substantially all utility property and franchises, other than expressly excepted property. The map below shows PGE's Oregon service territory and location of generating facilities: OREGON 12 Generating facilities owned by PGE are set forth in the following table: PGE Net MW Facility Location Fuel Capability WHOLLY OWNED: Faraday Clackamas River Hydro 44 North Fork Clackamas River Hydro 54 Oak Grove Clackamas River Hydro 44 River Mill Clackamas River Hydro 23 Pelton Deschutes River Hydro 108 Round Butte Deschutes River Hydro 300 Bull Run Sandy River Hydro 22 Sullivan Willamette River Hydro 16 Beaver Clatskanie, OR Gas/Oil 500 Bethel Salem, OR Gas/Oil 116 Coyote Springs Boardman, OR Gas/Oil 241 PGE JOINTLY OWNED: INTEREST Boardman Boardman, OR Coal 331 @ 65.0% Centralia Centralia, WA Coal 33 @ 2.5% Colstrip 3 & 4 Colstrip, MT Coal 288 @ 20.0% Trojan Rainier, OR Nuclear - @ 67.5% 2,120 PGE holds licenses under the Federal Power Act for its hydroelectric generating plants. All of its licenses expire during the years 2001 to 2006. FERC requires that a notice of intent to relicense these projects be filed approximately five years prior to expiration of the license. PGE is actively pursuing the renewal of these licenses. The State of Oregon also has licensed all or portions of five hydro plants. For further information see the Hydro Relicensing discussion in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Following the 1993 Trojan closure, PGE was granted a possession-only license amendment by the NRC. In early 1996 PGE received NRC approval of its Trojan decommissioning plan. See Note 11, Trojan Nuclear Plant, in the Notes to the Financial Statements for further information. LEASED PROPERTIES Combustion turbine generators at Bethel and Beaver are leased by PGE. These leases expire in 1998 and 1999. PGE is currently evaluating its renewal options. PGE leases its headquarters complex in downtown Portland and the coal-handling facilities and certain railroad cars for Boardman. 13 ITEM 3. LEGAL PROCEEDINGS UTILITY UTILITY REFORM PROJECT V. OPUC, MULTNOMAH COUNTY CIRCUIT COURT On February 18, 1992 the Utility Reform Project (URP) filed a complaint in Multnomah County Oregon Circuit Court asking the court to set aside OPUC Order No. 91-1781 which authorized deferred accounting, suspended certain rate schedules and opened an investigation on PGE's request for a temporary rate increase to recover a portion (approximately $22 million) of the excess power costs incurred during the 1991 Trojan outage. URP's challenge was stayed pending the outcome of a similar jurisdictional issue in another case already on appeal. That other case has been decided, and the URP challenge will now proceed. PGE plans to intervene in this case shortly. COLUMBIA STEEL CASTING CO., INC. V. PGE, PACIFICORP, AND MYRON KATZ, NANCY RYLES AND RONALD EACHUS, NINTH CIRCUIT COURT OF APPEALS On June 19, 1990 Columbia Steel filed a complaint for declaratory judgment, injunctive relief and damages in U.S. District Court for the District of Oregon contending that a 1972 territory allocation agreement between PGE and PacifiCorp, dba Pacific Power & Light Company (PP&L), which was subsequently approved by the OPUC and the City of Portland, does not give PGE the exclusive right to serve them nor does it allow PP&L to deny service to them. Columbia Steel is seeking an unspecified amount in damages amounting to three times the excess power costs paid over a 10-year period. On July 3, 1991 the Court ruled that the Agreement did not allocate customers for the provision of exclusive services and that the 1972 order of the OPUC approving the Agreement did not order the allocation of territories and customers. Subsequently, on August 19, 1993 the Court ruled that Columbia Steel was entitled to receive from PGE approximately $1.4 million in damages which represented the additional costs incurred by Columbia Steel for electric service from July 1990 to July 1991, trebled, plus costs and attorney's fees. PGE appealed to the U.S. Court of Appeals for the Ninth Circuit which, on July 20, 1995, issued an opinion in favor of PGE, reversing the judgment and ordering judgment to be entered in favor of PGE. Columbia Steel filed a petition for reconsideration and on December 27, 1996 , the Ninth Circuit Court of Appeals reversed its earlier decision, ruling in favor of Columbia Steel and remanding the case to the U.S. District Court for a new determination of damages for service rendered from early 1987 to July 1991. In early 1997 PGE's request for reconsideration by the Ninth Circuit was denied. On July 2, 1997 PGE filed a request for certiorari with the U.S. Supreme Court. A response is expected in 1998. On August 2, 1997 the U.S. District Court entered a new judgment in favor of Columbia Steel for approximately $3.7 million. CITIZENS' UTILITY BOARD OF OREGON V. PUBLIC UTILITY COMMISSION OF OREGON AND UTILITY REFORM PROJECT AND COLLEEN O'NEIL V. PUBLIC UTILITY COMMISSION OF OREGON, MARION COUNTY OREGON CIRCUIT COURT The Citizens' Utility Board (CUB) appealed a 1994 ruling from the Marion County Circuit Court which upheld the order of the OPUC in its Declaratory Ruling proceeding (DR-10). In the DR-10 proceeding, PGE filed an Application with the OPUC requesting a Declaratory Ruling regarding recovery of the Trojan investment and decommissioning costs. On August 9, 1993 the OPUC issued the declaratory ruling. In its ruling, the OPUC agreed with an opinion issued by the Oregon Department of Justice (Attorney General) stating that under current law, the OPUC has authority to allow recovery of and a return on Trojan investment and future decommissioning costs. In PGE's 1995 general rate case, the OPUC issued an order granting PGE full recovery of Trojan decommissioning costs and 87% of its remaining investment in the plant. The URP filed an appeal of the OPUC's order. URP alleges that the OPUC lacks authority to allow PGE to recover Trojan costs through its rates. The complaint seeks to remand the case back to the OPUC and have all costs related to Trojan immediately removed from PGE's rates. 14 The CUB also filed an appeal challenging the portion of the OPUC's order issued in PGE's 1995 general rate case that authorized PGE to recover a return on its remaining investment in Trojan. CUB alleges that the OPUC's decision is not based upon evidence received in the rate case, is not supported by substantial evidence in the record of the case, is based on an erroneous interpretation of law and is outside the scope of the OPUC's discretion, and otherwise violates constitutional or statutory provisions. CUB seeks to have the order modified, vacated, set aside or reversed. On April 4, 1996 a circuit court judge in Marion County, Oregon rendered a decision that contradicted a November 1994 ruling from the same court. The 1996 decision found that the OPUC could not authorize PGE to collect a return on its undepreciated investment in Trojan currently in PGE's rate base. Both the 1994 and 1996 circuit court decisions have been appealed to the Oregon Court of Appeals where they have been consolidated. PGE expects a ruling in 1998. 15 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS PGE is a wholly owned subsidiary of Enron. PGE's common stock is not publicly traded. Aggregate cash dividends declared on common stock were as follows (millions of dollars): QUARTER 1997 1996 First $14 $15 Second 16 18 Third 17 56 Fourth - 16 PGE is restricted, without prior OPUC approval, from making any dividend distributions to Enron that would reduce PGE's common equity capital below 48% of total capitalization. ITEM 6. SELECTED FINANCIAL DATA FOR THE YEARS ENDED DECEMBER 31 1997 1996 1995 1994 1993 (millions of dollars) Operating Revenues $1,416 $1,110 $ 982 $ 959 $ 945 Net Operating Income 208 230 201 159 160 Net Income 126 156 93{1} 106 100 Total Assets $3,256 $3,398 $3,246 $3,354 $3,227 Long-Term Obligations{2} 1,038 963 931 856 873 NOTES TO THE TABLE ABOVE: 1 Includes a loss of $50 million from regulatory disallowances. 2 Includes long-term debt, preferred stock subject to mandatory redemption requirements, long-term capital lease obligations and short-term debt intended to be refinanced. 16 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS GENERAL 1997 COMPARED TO 1996 Portland General Electric's net income for 1997 was $126 million, including a $14 million non-recurring loss provision associated with non-utility property. Excluding this provision 1997 net income would have been $140 million compared to $156 million in 1996. PGE's strong operating performance reflected the addition of over 17,000 new customers in one of the fastest growing service territories in the U.S. Continued customer growth helped mitigate the impact of a December 1996 rate settlement which resulted in a $70 million annual rate reduction for PGE's regulated retail customers. Retail revenues decreased $8 million primarily due to the price decrease mentioned above. OPERATING REVENUE AND NET INCOME (LOSS) GRAPH: ($ MILLIONS): OPERATING NET REVENUE INCOME 1993 945 100 1994 959 106 1995 982 93 1996 1110 156 1997 1416 126 Wholesale revenues totaled $497 million in 1997, an all-time record for PGE and an increase of over $300 million from 1996 levels. Favorable market conditions prompted PGE to increase its participation in the wholesale marketplace. PGE ELECTRICITY SALES GRAPH: (BILLIONS OF KWH) 1993 Residential 6.8 Commercial 6.0 Industrial 3.8 Wholesale 2.7 1994 Residential 6.7 Commercial 6.2 Industrial 3.9 Wholesale 2.7 1995 Residential 6.6 Commercial 6.4 Industrial 4.1 Wholesale 3.4 1996 Residential 7.1 Commercial 6.5 Industrial 3.9 Wholesale 10.2 1997 Residential 7.0 Commercial 7.0 Industrial 4.2 Wholesale 26.9 MEGAWATT-HOURS SOLD (THOUSANDS) 1997 1996 Retail 18,219 17,559 Wholesale 26,934 10,188 Purchased power and fuel costs rose $367 million or 119% to support increased wholesales sales volume. Energy purchases were up 79%, with prices averaging 16.2 mills compared to 13.8 mills for 1996. Increased gas prices during the winter followed by tight market conditions in the southwestern United States and increased competition in the wholesale marketplace were the major contributors to this increase in price. Company generation provided 16% of total power needs. 17 MEGAWATT-HOURS/VARIABLE POWER COSTS Megawatt-Hours Average Variable (thousands) Power Cost (Mills/KWh) 1997 1996 1997 1996 Generation 7,326 7,223 6.3 6.6 Firm Purchases 36,014 18,099 16.5 14.5 Secondary Purchases 2,958 3,714 12.2 10.4 Total 46,298 29,036 14.6 12.0 Operating expenses (excluding purchased power, fuel, depreciation and taxes) were comparable to 1996. Depreciation expense increased $6 million or 5% due to recent capital additions to PGE's distribution system. Amortization expense decreased $13 million primarily due to the amortization of regulatory credits. These items were partially offset by the amortization of bondable conservation investments. Other Income decreased due to loss provisions recorded for the future removal of non-utility property. OPERATING EXPENSES GRAPH: ($ MILLIONS) 1993 Depreciation 125 Operating Costs 357 Variable Power 303 1994 Depreciation 128 Operating Costs 334 Variable Power 338 1995 Depreciation 140 Operating Costs 356 Variable Power 285 1996 Depreciation 162 Operating Costs 410 Variable Power 308 1997 Depreciation 155 Operating Costs 378 Variable Power 675 1996 COMPARED TO 1995 PGE reported 1996 net income of $156 million compared to $93 million for 1995. 1995 net income included a $50 million after-tax charge to income related to the OPUC's rate orders disallowing certain deferred power costs and 13% of PGE's remaining investment in Trojan. Excluding the effect of regulatory disallowances, net income in 1995 would have been $143 million. Strong operating earnings reflected the benefits of low variable power costs due to optimal hydro conditions and a competitive wholesale market. Sales growth due to a growing retail customer base, along with favorable weather conditions, contributed to new record peak loads for both the summer and winter periods. Retail revenues exceeded the prior year by $29 million, largely due to rate increases accompanied by 3% higher energy sales. These increases were partially offset by revenue refund provisions for SAVE adjustments and certain state tax benefits. Wholesale revenues exceeded 1995 levels by $99 million due to increased trading activities. The price of purchased power and fuel dropped 25% in 1996, averaging 12 mills versus 15.9 mills last year. Total costs increased only $23 million or 8%, despite a 36% rise in total Company energy requirements. Optimal hydro conditions brought steep reductions in the cost of secondary power, as well as the cost of firm power purchased from the mid-Columbia projects. Power purchases amounted to 75% of total PGE load in 1996 at an average cost of 13.8 mills compared to 18.3 mills in 1995. PGE hydro projects generated 9% of the Company's energy needs, an 11% increase in production levels. PGE's thermal plants operated efficiently, and with the addition of Coyote Springs, average overall costs dropped to 6.6 mills from 8.0 mills in 1995. Excluding Coyote Springs, thermal plants generation was down 13% due to economic displacement early in the year. 18 Operating expenses (excluding purchased power, fuel, depreciation and taxes) were $30 million or 14% higher than 1995. The increase is primarily due to additional costs associated with fixed natural gas transportation, storm related repair and maintenance projects, and increased customer support. Incremental operating costs associated with Coyote Springs, which was placed in operation in late 1995, were offset by decreased costs at other thermal facilities resulting from economic displacement. Throughout the year PGE was able to economically dispatch or displace thermal generation in response to movements in the cost of short-term power and the availability of low-cost hydro power. Depreciation and amortization increased $22 million, or 16%, due primarily to depreciation related to Coyote Springs. Excluding regulatory disallowances of $50 million in 1995, other income declined $9 million due to a reduced return on regulatory assets and the absence of equity AFDC. Interest charges were $7 million above 1995 due to reduced AFDC and higher levels of short-term debt. Preferred dividend requirements were down $7 million due to the retirement of nearly $80 million in preferred stock in 1995. CASH FLOW CASH PROVIDED BY OPERATIONS is used to meet the day-to-day cash requirements of PGE. Supplemental cash is obtained from external borrowings as needed. PGE maintains varying levels of short-term debt, primarily in the form of commercial paper, which serves as the primary form of daily liquidity. In 1997 monthly balances ranged from $73 million to $115 million. PGE has committed borrowing facilities totaling $200 million which are used as backup for PGE's commercial paper facility. A significant portion of cash provided by operations comes from depreciation and amortization of utility plant, charges which are recovered in customer revenues but require no current period cash outlay. Changes in accounts receivable and accounts payable can also be significant contributors or users of cash. Decreased cash flow was due to price and related retail revenue decreases. CAPITAL EXPENDITURES GRAPH: ($ MILLIONS) 1993 149 1994 246 1995 234 1996 200 1997 180 INVESTING ACTIVITIES include generation, transmission and distribution facilities improvements, energy efficiency programs and decommissioning expenditures. 1997 capital expenditures of $180 million were primarily for the expansion and upgrade of PGE's distribution system. Annual capital expenditures are expected to be approximately $170 million over the next few years. The majority of anticipated capital expenditures are for improvements to the Company's expanding distribution system to support the addition of new customers. PGE does not anticipate construction of new generating resources in the foreseeable future. PGE will continue to make energy efficiency expenditures similar to 1997 levels. FINANCING ACTIVITIES provide supplemental cash for day-to-day operations and capital requirements as needed. PGE has issued no new long-term debt in 1997 and has instead relied on short-term borrowings to manage its day-to-day financing requirements. During 1997 PGE's cash dividend payments to its parent totaled $65 million compared $106 million in 1996. The issuance of additional First Mortgage Bonds and preferred stock requires PGE to meet earnings coverage and security provisions set forth in the Articles of Incorporation and the Indenture securing its First Mortgage Bonds. As of December 31, 1997, PGE had the capability to issue preferred stock and additional First Mortgage Bonds in amounts sufficient to meet its capital requirements. 19 FINANCIAL AND OPERATING OUTLOOK PORTLAND GENERAL ELECTRIC COMPANY - ELECTRIC UTILITY BUSINESS COMBINATION On July 1, 1997 Portland General Corporation (PGC), the former parent of PGE, merged with Enron Corp. (Enron) with Enron continuing in existence as the surviving corporation. PGE is now a wholly owned subsidiary of Enron and subject to control by the Board of Directors of Enron. CUSTOMER CHOICE Proposal In late 1997 PGE filed a proposal before the OPUC which would give all of its customers a choice of electricity providers and provide a price decrease of about 10% as early as January 1, 1999. PGE's Customer Choice Implementation Proposal includes new tariffs and a new structure for the company. If the proposal is approved by the OPUC, PGE would become a regulated transmission and distribution company focused on delivering, but not selling electricity. PGE would continue to operate and maintain the electricity delivery system and handle outage restoration, while other competitive companies would market power to customers over that system. To effect this restructuring PGE is asking for OPUC approval to sell all its generating assets, which represent approximately 27% of PGE's total assets, and power supply and purchase contracts. A sale of PGE's supply portfolio would allow the OPUC to put a dollar value on "transition costs," the costs that a regulated utility company would be unable to recover in a competitive market. PGE is seeking full recovery of these transition costs. PGE is dependent upon the regulatory process to ensure that future revenues will be provided for the recovery of regulatory assets, including the transition costs mentioned above. In the event that the regulatory process does not provide revenues for recovery of transition costs, PGE could be required to write off all or a portion of such amounts from its balance sheet. INTRODUCTORY PROGRAM In a move to prepare for future retail competition, PGE initiated an introductory Customer Choice Plan to allow 50,000 PGE customers in four cities to buy their power from competing energy service providers. This program allows certain customers in Oregon to experience a competitive electricity market. The program, which received OPUC approval, is available to residential, small business and commercial customers in the four cities, and industrial customers throughout PGE's service territory. Since October 1997 PGE's large industrial customers throughout its service territory have had the opportunity to purchase up to 50 percent of their electricity from competing electricity providers. Residential, small business and commercial customers were given the option of receiving electricity from a company of their choice in December 1997. Under this program, customers in the four cities can pool or aggregate their electric load in order to negotiate a cheaper rate from energy suppliers. To date over 7,000 retail customers have selected alternative energy service providers. This program, which terminates on December 31, 1998, is being undertaken to provide information to PGE and the OPUC on the effects of future retail competition on PGE and its customers. PGE does not expect that this program will have a materially adverse impact on operating margins. REGULATION AND COMPETITION FEDERAL The Energy Policy Act of 1992 (Energy Act) set the stage for change in federal and state regulations aimed at increasing both wholesale and retail competition in the electric industry. The Energy Act eased restrictions on independent power production and granted authority to the FERC to mandate open access for the wholesale transmission of electricity. The FERC has taken steps to provide a framework for increased competition in the electric industry. In 1996 the FERC issued Order 888 requiring non- discriminatory open access transmission by all public utilities that own interstate transmission. The final rule requires utilities to file tariffs that offer others the same transmission services they provide themselves under comparable terms and conditions. This rule also allows 20 public utilities to recover stranded costs in accordance with the terms, conditions and procedures set forth in Order 888. The ruling requires reciprocity from municipals, cooperatives and federal power marketers receiving service under the tariff. The new rules which became effective July 1996 have resulted in increased competition, lower prices and more choices to wholesale energy customers. STATE Since the passage of the Energy Act, various state utility commissions have addressed proposals which would allow retail customers direct access to generation suppliers, marketers, brokers and other service providers in a competitive marketplace for energy services (retail wheeling). Although several bills proposing retail competition were introduced during the 1997 Oregon legislative session, none were approved. Industry restructuring bills have also been introduced at the federal level. RETAIL CUSTOMER GROWTH AND ENERGY SALES During 1997 weather adjusted retail energy sales grew 5.7%. Commercial and industrial sales increased by 4.2% and 12% respectively due to strong growth in most industry segments. The addition of over 17,000 customers resulted in residential sales growth of 2.9%. PGE expects retail energy sales growth to be approximately 3%. Effective January 1998 rates for PGE's residential and small farm customers increased 11.9 percent due to the Bonneville Power Administration's (BPA) elimination of the Residential Exchange Credit. PGE has contested this decision and is working with the BPA to resolve the issue. Exchange benefits, and any related changes in the amount of benefits, have generally passed directly to PGE's customers in the form of price increases or decreases. WHOLESALE SALES The surplus of electric generating capability in the Western U.S., the entrance of numerous wholesale marketers and brokers into the market, and open access transmission is contributing to increasing pressure on the price of power. In addition, the development of financial markets and NYMEX electricity contract trading has led to increased price discovery available to market participants, further adding to the competitive pressure on wholesale margins. During 1997 PGE's wholesale revenues increased over $300 million compared to the same period last year, accounting for 35% of total revenues and 60% of total sales volume. PGE will continue its participation in the wholesale marketplace in order to balance its supply of power to meet the needs of its retail customers, manage risk and to administer PGE's current long-term wholesale contracts. Due to increasing volatility and reduced margins resulting from increased competition, long-term wholesale marketing activities have been transferred to PGE's non-regulated affiliates. PGE expects that its future revenues from the wholesale marketplace will decline. POWER & FUEL SUPPLY PGE's base of hydro and thermal generating capacity provides the Company with the flexibility needed to respond to seasonal fluctuations in the demand for electricity both within its service territory and from its wholesale customers. PGE has long-term power contracts with four hydro projects on the mid-Columbia River which provide PGE with 590 MW. Early forecasts indicate slightly below average water conditions for 1998. Efforts to restore salmon runs on the Columbia and Snake rivers may reduce the amount of water available for generation which could affect the supply, availability and price of purchased power. Additional factors that could affect the availability and price of purchased power include weather conditions in the Northwest during winter months and in the Southwest during summer months, as well as the performance of major generating facilities in both regions. During 1997 PGE generated approximately 40% of its retail load requirements, with firm and secondary purchases meeting the remaining load. Purchases were used to support PGE's wholesale sales activity. During 1997 PGE relied on purchases to supply approximately 84% of its total energy needs. PGE expects purchases will decline in 1998 due to the transfer of wholesale marketing activities to non-regulated affiliates. PGE has increasingly relied upon short-term purchases to meet its energy needs. The Company anticipates that an active wholesale market and a surplus of generating capacity within the WSCC should provide sufficient wholesale energy available at competitive prices to supplement Company generation and purchases under existing firm power contracts. 21 RESTORATION OF SALMON RUNS - Several species of salmon found in the Snake River and the Columbia River have been granted protection under the federal Endangered Species Act (ESA). In an effort to help restore these fish, the federal government has reduced the amount of water allowed to flow through the turbines at the hydroelectric dams on the Snake and Columbia rivers while the young salmon are migrating to the ocean. This has resulted in reduced amounts of electricity generated at the dams. Favorable hydro conditions helped mitigate the effect of these actions in 1996 and 1997. If this practice is continued in future years it could mean less water available in the fall and winter for generation when demand for electricity in the Pacific Northwest is highest. Although PGE does not own any hydroelectric facilities on the Columbia and Snake rivers, it does buy energy from both utilities and federal agencies which do. In early 1997, the State of Oregon proposed an aggressive recovery plan for the Oregon coastal Coho salmon. The National Marine Fisheries Service (NMFS) accepted this recovery plan and as a result this run of salmon was not listed for federal protection. PGE has no hydroelectric projects that will be impacted by this action. Also in 1997, a petition to protect winter steelhead trout under the federal Endangered Species Act was reviewed by NMFS. In early 1998 NMFS listed this species as threatened. The affected areas include the lower Columbia River tributaries in Oregon and Washington. PGE is currently evaluating what impact this listing will have on the operation of its hydroelectric projects on the Willamette, Clackamas and Sandy rivers. HYDRO RELICENSING PGE HYDRO - PGE's hydroelectric plants are some of the Company's most valuable resources supplying economical generation and flexible load following capabilities. Company-owned hydro generation produced 2.9 million MWh of renewable energy in 1997, meeting 6% of PGE's load. PGE's hydroelectric plants operate under federal licenses, which will be up for renewal between the years 2001 and 2006. PGE continued the relicensing process for its 408-MW Pelton Round Butte Project throughout 1997. The Confederated Tribes of Warm Springs, currently the licensee for a powerhouse located at the reregulating dam (one of three dams within the Pelton Round-Butte Project), also proceeded with their competing relicensing process for the entire project. Several meetings with federal and state agencies, as well as members of the public and non- governmental organizations were conducted in 1997 in support of relicensing PGE's four Westside hydroelectric projects, with license expiration dates in 2004 and 2006 and combined generating capacity of 230 MW. Should relicensing not be completed prior to the expiration of the original license, annual licenses will be issued, usually under the original terms and conditions. The relicensing process includes the involvement of numerous interested parties such as governmental agencies, public interest groups and communities, with much of the focus on environmental concerns. PGE has already performed many pre-filing activities including more than 50 public meetings with such groups. The cost of relicensing includes legal and filing fees as well as the cost of environmental studies, possible fish passage measures and wildlife habitat enhancements. Relicensing cost may be a significant factor in determining whether a project remains cost-effective after a new license is obtained, especially for smaller projects. Although FERC has never denied an application or issued a license to anyone other than the incumbent licensee, there is no assurance that a new license will be granted to PGE. MID-COLUMBIA HYDRO - PGE's long-term power purchase contracts with certain public utility districts in the state of Washington expire between 2005 and 2018. Certain Idaho Electric Utility Co-operatives have initiated proceedings with FERC seeking to change the allocation of generation from the Priest Rapids and Wanapum dams between electric utilities in the region upon the expiration of the current contracts. In early 1998 the FERC ruled that the portion of the output from these dams to be made available to purchasers such as PGE be reduced to 30%. FERC also ruled that such purchases be at market-based rather than cost-based prices. This decision could substantially change PGE's share of power from these facilities, as well as the price of such power. PGE, along with other purchasers, has filed for a rehearing on this decision. For further information regarding the power purchase contracts on the mid- Columbia dams, including Priest Rapids and Wanapum, see Note 7, Commitments, in the Notes to Financial Statements. NUCLEAR DECOMMISSIONING PGE currently estimates the cost to decommission Trojan at $339 million in nominal dollars (actual dollars to be spent in each year). This estimate assumes that the majority of decommissioning activities will be 22 completed by 2002, after the spent fuel has been transferred to a temporary dry spent fuel storage facility. The plan anticipates final site restoration activities will begin in 2018 after PGE completes shipment of spent fuel to a USDOE facility (see Note 11, Trojan Nuclear Plant, for further discussion of the decommissioning plan and other Trojan issues). Trojan's single-package reactor vessel removal concept and spent fuel storage concept are first-of-a-kind designs requiring approval by federal and state regulatory agencies. The precedent-setting nature of these designs has prompted intense scrutiny and has resulted in schedule delays. Further, financial concerns associated with the spent fuel facility vendor have resulted in cost increases to the spent fuel project. In 1998, PGE will focus on the licensing and construction of a temporary dry spent fuel storage facility and preparation for the removal of the Trojan reactor vessel. Equipment removal and disposal activities will also continue. These efforts position PGE to safely dispose of all radiological hazards, other than spent nuclear fuel, on the Trojan site and to initiate a final radiation survey, thereby proving these hazards are no longer present. PGE expects the final site survey to be completed by the end of 2002. YEAR 2000 PGE utilizes software and related technologies that will be affected by the date change in the year 2000. In 1997 PGE developed an inventory of date sensitive software, equipment and embedded processors. PGE is currently assessing the impact of the date change on these systems and is developing a remediation plan. PGE expects to complete remediation activities by mid 1999. PGE does not expect that Year 2000 remediation will have a material effect on its operation, liquidity or capital resources. In 1998, PGE will survey its major vendors and suppliers to assess their Year 2000 compliance. INFORMATION REGARDING FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K includes forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although PGE believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved. Important factors that could cause actual results to differ materially from those in the forward looking statements herein include political developments affecting federal and state regulatory agencies, the pace of electric industry deregulation in Oregon and in the United States, environmental regulations, changes in the cost of power, adverse weather conditions, and the effects of the Year 2000 date change during the periods covered by the forward looking statements. 23 MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING The following financial statements of Portland General Electric Company and subsidiaries (collectively, PGE) were prepared by management, which is responsible for their integrity and objectivity. The statements have been prepared in conformity with generally accepted accounting principles and necessarily include some amounts that are based on the best estimates and judgments of management. The system of internal controls of PGE is designed to provide reasonable assurance as to the reliability of financial statements and the protection of assets from unauthorized acquisition, use or disposition. This system is augmented by written policies and guidelines and the careful selection and training of qualified personnel. It should be recognized, however, that there are inherent limitations in the effectiveness of any system of internal control. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to the preparation of reliable financial statements and safeguarding of assets. Further, because of changes in conditions, internal control system effectiveness may vary over time. PGE assessed its internal control system for the years ended December 31, 1997, 1996 and 1995, relative to current standards of control criteria. Based upon this assessment, management believes that its system of internal controls was adequate during the periods to provide reasonable assurance as to the reliability of financial statements and the protection of assets against unauthorized acquisition, use or disposition. Arthur Andersen LLP was engaged to audit the financial statements of PGE and issue reports thereon. Their audits included developing an overall understanding of PGE's accounting systems, procedures and internal controls and conducting tests and other auditing procedures sufficient to support their opinion on the financial statements. Arthur Andersen LLP was also engaged to examine and report on management's assertion about the effectiveness of PGE's system of internal controls over financial reporting and the protection of assets against unauthorized acquisition, use or disposition. The Reports of Independent Public Accountants appear in this Annual Report. The adequacy of PGE's financial controls and the accounting principles employed in financial reporting are under the general oversight of the Audit Committee of Enron Corp.'s Board of Directors. No member of this committee is an officer or employee of Enron or PGE. The independent public accountants have direct access to the Audit Committee, and they meet with the committee from time to time, with and without financial management present, to discuss accounting, auditing and financial reporting matters. 24 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Shareholders of Portland General Electric Company: We have examined management's assertion that the system of internal control of Portland General Electric Company and its subsidiaries for the year ended December 31, 1997 was adequate to provide reasonable assurance as to the reliability of financial statements and the protection of assets against unauthorized acquisition, use or disposition, included in the accompanying report on Management's Responsibility for Financial Reporting. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included obtaining an understanding of the system of internal control over financial reporting and the protection of assets against unauthorized acquisition, use or disposition, testing and evaluating the design and operating effectiveness of the system of internal control and such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Because of inherent limitations in any system of internal control, errors or irregularities may occur and not be detected. Also, projections of any evaluation of the system of internal control to future periods are subject to the risk that the system of internal control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management's assertion that the system of internal control of Portland General Electric Company and its subsidiaries for the year ended December 31, 1997 was adequate to provide reasonable assurance as to the reliability of financial statements and the protection of assets against unauthorized acquisition, use or disposition is fairly stated, in all material respects, based upon criteria established in "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Arthur Andersen LLP Portland, Oregon January 20 , 1998 25 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Shareholders of Portland General Electric Company: We have audited the accompanying consolidated balance sheets of Portland General Electric Company and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, retained earnings and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Portland General Electric Company and subsidiaries as of December 31, 1997 and 1996, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. Arthur Andersen LLP Portland, Oregon, January 20, 1998 26 FOR THE YEARS ENDED DECEMBER 31 1997 1996 1995 (MILLIONS OF DOLLARS) OPERATING REVENUES $ 1,416 $ 1,110 $ 982 OPERATING EXPENSES Purchased power and fuel 675 308 285 Production and distribution 132 138 112 Administrative and other 107 104 100 Depreciation and amortization 155 162 140 Taxes other than income taxes 56 52 51 Income taxes 83 116 93 1,208 880 781 NET OPERATING INCOME 208 230 201 OTHER INCOME (DEDUCTIONS) Regulatory disallowances - net of income taxes of $26 - - (50) Miscellaneous (21) (3) 3 Income taxes 13 5 8 (8) 2 (39) INTEREST CHARGES Interest on long-term debt and other 69 67 62 Interest on short-term borrowings 5 9 7 74 76 69 NET INCOME 126 156 93 PREFERRED DIVIDEND REQUIREMENT 2 3 10 INCOME AVAILABLE FOR COMMON STOCK $ 124 $ 153 $ 83 PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF RETAINED EARNINGS FOR THE YEARS ENDED DECEMBER 31 1997 1996 1995 (MILLIONS OF DOLLARS) BALANCE AT BEGINNING OF YEAR $ 292 $ 246 $ 216 NET INCOME 126 156 93 MISCELLANEOUS (2) (2) (4) 416 400 305 DIVIDENDS DECLARED Common stock - cash 47 105 50 Common stock - property 97 - - Preferred stock 2 3 9 146 108 59 BALANCE AT END OF YEAR $ 270 $ 292 $ 246 The accompanying notes are an integral part of these consolidated statements. 27 PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AT DECEMBER 31 1997 1996 (MILLIONS OF DOLLARS) ASSETS ELECTRIC UTILITY PLANT - ORIGINAL COST Utility plant (includes Construction Work in Progress of $27 and $37) $ 3,078 $ 2,937 Accumulated depreciation and amortization (1,260) (1,155) 1,818 1,782 OTHER PROPERTY AND INVESTMENTS Contract termination receivable 104 112 Receivable from parent 106 - Trojan decommissioning trust, at market value 84 78 Corporate Owned Life Insurance, less loans of $30 and $26 58 51 Miscellaneous 17 21 369 262 CURRENT ASSETS Cash and cash equivalents 3 19 Accounts and notes receivable 125 145 Unbilled and accrued revenues 46 53 Inventories, at average cost 30 33 Prepayments and other 21 17 225 267 DEFERRED CHARGES Unamortized regulatory assets 819 896 WNP-3 settlement exchange agreement - 163 Miscellaneous 25 28 844 1,087 $ 3,256 $ 3,398 CAPITALIZATION AND LIABILITIES CAPITALIZATION Common stock equity Common stock, $3.75 par value per share, 100,000,000 shares authorized, 42,758,877 shares outstanding $ 160 $ 160 Other paid-in capital - net 480 475 Retained earnings 270 292 Cumulative preferred stock Subject to mandatory redemption 30 30 Long-term obligations 1,008 933 1,948 1,890 CURRENT LIABILITIES Long-term debt due within one year - 93 Short-term borrowings - 92 Accounts payable and other accruals 167 145 Accrued interest 11 14 Dividends payable 1 17 Accrued taxes 63 31 242 392 OTHER Deferred income taxes 363 498 Deferred investment tax credits 43 47 Trojan decommissioning and transition costs 313 358 Unamortized regulatory liabilities 258 149 Miscellaneous 89 64 1,066 1,116 $ 3,256 $ 3,398 The accompanying notes are an integral part of these consolidated balance sheets. 28 PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS FOR THE YEARS ENDED DECEMBER 31 1997 1996 1995 (MILLIONS OF DOLLARS) CASH FLOWS FROM OPERATING ACTIVITIES: Reconciliation of net income to net cash provided by (used in) operating activities Net Income $ 126 $ 156 $ 93 Non-cash items included in net income: Depreciation and amortization 127 119 102 Amortization of Trojan investment 39 38 38 Amortization of deferred charges (credits) (1) 11 3 Deferred income taxes - net (58) (9) 2 Regulatory disallowances - - 50 Other non-cash expenses 24 - - Changes in working capital: (Increase) Decrease in receivables 27 (32) (12) (Increase) Decrease in inventories 3 5 (7) Increase (Decrease) in payables and accrued taxes 51 38 13 Other working capital items - net (4) (1) 2 Other, net 25 44 1 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 359 369 285 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures & energy efficiency programs (180) (200) (234) Trojan decommissioning expenditures (19) (8) (11) Trojan decommissioning trust activity - (8) (3) Other, net (9) (5) (9) NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (208) (221) (257) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in short-term borrowings 8 (78) 22 Borrowings from Corporate Owned Life Insurance 5 - 5 Issuance of long-term debt - 171 147 Repayment of long-term debt (115) (98) (69) Retirement of Preferred stock - (20) (80) Dividends paid (65) (106) (60) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (167) (131) (35) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (16) 17 (7) CASH AND CASH EQUIVALENTS, THE BEGINNING OF YEAR 19 2 9 CASH AND CASH EQUIVALENTS, END OF YEAR $ 3 $ 19 $ 2 Supplemental disclosures of cash flow information Cash paid during the year: Interest, net of amounts capitalized $ 71 $ 73 $ 64 Income taxes 96 108 94 The accompanying notes are an integral part of these consolidated statements. 29 PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS NATURE OF OPERATIONS On July 1, 1997 Portland General Corporation (PGC), the former parent of PGE, merged with Enron Corp. (Enron) with Enron continuing in existence as the surviving corporation. PGE is now a wholly owned subsidiary of Enron and subject to control by the Board of Directors of Enron. PGE is engaged in the generation, purchase, transmission, distribution, and sale of electricity in the State of Oregon. PGE also sells energy to wholesale customers, predominately utilities, marketers and brokers throughout the western United States. PGE's Oregon service area is 3,170 square miles, including 54 incorporated cities, of which Portland and Salem are the largest, within a state-approved service area allocation of 4,070 square miles. At the end of 1997, PGE's service area population was approximately 1.5 million, constituting approximately 44% of the state's population and serving approximately 685,000 customers. NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONSOLIDATION PRINCIPLES The consolidated financial statements include the accounts of PGE and its majority-owned subsidiaries. Intercompany balances and transactions have been eliminated. BASIS OF ACCOUNTING PGE and its subsidiaries' financial statements conform to generally accepted accounting principles. In addition, PGE's accounting policies are in accordance with the requirements and the ratemaking practices of regulatory authorities having jurisdiction. PGE's consolidated financial statements do not reflect an allocation of the purchase price that was recorded by Enron as a result of the PGC Merger. USE OF ESTIMATES The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. RECLASSIFICATIONS Certain amounts in prior years have been reclassified for comparative purposes. REVENUES PGE accrues estimated unbilled revenues for services provided from the meter read date to month-end. PURCHASED POWER PGE credits purchased power costs for the benefits received through a power purchase and sale contract with the BPA. Reductions in purchased power costs that result from this exchange are passed directly to PGE's residential and small farm customers in the form of lower prices. BPA terminated these benefits in October 1997 resulting in no future purchased power credits and a retail price increase of 11.9%. DEPRECIATION PGE's depreciation is computed on the straight-line method based on the estimated average service lives of the various classes of plant in service. Depreciation expense as a percent of the related average depreciable plant in service was approximately 4.3% in 1997 and 1996, and 4.0% in 1995. The cost of renewal and replacement of property units is charged to plant, while repairs and maintenance costs are charged to expense as incurred. The cost of utility property units retired, other than land, is charged to accumulated depreciation. PGE's capital leases are amortized over the life of the lease. As of December 31, 1997 and 1996 accumulated amortization for capital leases totaled $33 and $31 million, respectively. 30 ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFDC) AFDC represents the pretax cost of borrowed funds used for construction purposes and a reasonable rate for equity funds. AFDC is capitalized as part of the cost of plant and is credited to income but does not represent current cash earnings. The average rates used by PGE were 5.5%, 5.5% and 7.2% for the years 1997, 1996 and 1995, respectively. INCOME TAXES PGE's federal income taxes are a part of its parent company's consolidated federal income tax return. PGE pays for its tax liabilities when it generates taxable income and is reimbursed for its tax benefits by the parent company on a stand-alone basis. Deferred income taxes are provided for temporary differences between financial and income tax reporting. Amounts recorded for Investment Tax Credits (ITC) have been deferred and are being amortized to income over the approximate lives of the related properties, not to exceed 25 years. See Note 3, Income Taxes, for more details. CASH AND CASH EQUIVALENTS Highly liquid investments with original maturities of three months or less are classified as cash equivalents. DERIVATIVE FINANCIAL INSTRUMENTS PGE uses financial instruments such as forwards and swaps to hedge against exposures to interest rate risks. The objective of PGE's hedging program is to mitigate risks due to market fluctuations associated with external financings. Gains and losses on financial instruments that reduce interest rate risk of future debt issuances are deferred and amortized over the life of the related debt as an adjustment to interest expense. REGULATORY ASSETS AND LIABILITIES The Company is subject to the provisions of Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation" (SFAS No. 71). When the requirements of SFAS No. 71 are met PGE defers certain costs which would otherwise be charged to expense, if it is probable that future prices will permit recovery of such costs. In addition PGE defers certain revenues, gains or cost reductions which would otherwise be reflected in income but through the ratemaking process ultimately will be refunded to customers. Regulatory assets and liabilities are reflected as deferred charges, and other liabilities in the financial statements are amortized over the period in which they are included in billings to customers. Amounts in the Consolidated Balance Sheets as of December 31 relate to the following: 1997 1996 (millions of dollars) Regulatory Assets Trojan-related $488 $ 557 Income taxes recoverable 174 196 Debt reacquisition and other 47 51 Conservation investments - secured 72 80 Energy efficiency programs 19 12 Regional Power Act 19 - Total Regulatory Assets $819 $ 896 Regulatory Liabilities Deferred gain on SCE termination $103 $ 113 Merger payment obligation 103 - Miscellaneous 52 36 Total Regulatory Liabilities $258 $ 149 31 As of December 31, 1997, a majority of the Company's regulatory assets and liabilities are being reflected in rates charged to customers. Based on rates in place at year-end 1997, the Company estimates that it will collect the majority of its regulatory assets within the next 10 years and substantially all of its regulatory assets within the next 20 years. CONSERVATION INVESTMENTS - SECURED - In 1996, $81 million of PGE's energy efficiency investment was designated as Bondable Conservation Investment upon PGE's issuance of 10-year conservation bonds collateralized by an OPUC assured future revenue stream. These bonds provide savings to customers while granting PGE immediate recovery of its prior energy efficiency program expenditures. Future revenues collected from customers will pay debt service obligations. DEFERRED GAIN ON SCE TERMINATION - In 1996, PGE and SCE entered into a termination agreement for the Power Sales Agreement between the two companies. The agreement requires that SCE pay PGE $141 million over 6 years ($15 million per year in 1997 through 1999 and $32 million per year in 2000 through 2002). MERGER PAYMENT OBLIGATION - Pursuant to the Enron/PGC merger agreement PGE customers are guaranteed $105 million in compensation and benefits, payable over an eight-year period, in the form of reduced prices. These benefits are being paid by Enron, received by PGE and passed on to PGE's retail customers. TRANSACTIONS WITH RELATED PARTIES As part of its ongoing operations, PGE also provides and receives incidental services from Enron affiliated companies. Amounts paid and received are not material. 32 NOTE 2 - EMPLOYEE BENEFITS PENSION PLAN PGE participates in a non-contributory defined benefit pension plan (the Plan) with other affiliated companies. Substantially all of the plan members are current or former PGE employees. Benefits under the Plan are based on years of service, final average pay and covered compensation. PGE's policy is to contribute annually to the Plan at least the minimum required under the Employee Retirement Income Security Act of 1974 but not more than the maximum amount deductible for income tax purposes. The Plan's assets are held in a trust and consist primarily of investments in common stocks, corporate bonds and U.S. government issues. PGE determines net periodic pension expense according to the principles of SFAS No. 87, "Employers' Accounting for Pensions". Differences between the actual and expected return on Plan assets are considered in the determination of future pension expense. The following table sets forth the Plan's funded status and amounts recognized in PGE's financial statements (millions of dollars): 1997 1996 Actuarial present value of benefit obligations: Accumulated benefit obligation, including vested benefits of $187 and $171 $ 201 $ 184 Effect of projected future compensation levels 39 38 Projected benefit obligation (PBO) 240 222 Plan assets at fair value 375 315 Plan assets in excess of PBO 135 93 Unrecognized net experience gain (128) (90) Unrecognized prior service costs amortized over 13- to 16-year periods 11 12 Unrecognized net transition asset being recognized over 18 years (14) (16) Pension prepaid asset/(liability) $ 4 $ (1) 1997 1996 1995 ASSUMPTIONS: Discount rate used to calculate PBO 7.25% 7.50% 7.00% Rate of increase in future compensation levels 5.25 5.50 5.00 Long-term rate of return on assets 9.00 8.50 8.50 COMPONENTS OF NET PERIODIC PENSION EXPENSE (MILLIONS OF DOLLARS): Service cost $ 6 $ 7 $ 5 Interest cost on PBO 17 15 15 Actual return on plan assets (71) (38) (59) Net amortization and deferral 43 15 37 Net periodic pension expense/(benefit) $ (5) $ (1) $ (2) OTHER POST-RETIREMENT BENEFIT PLANS PGE accrues for health, medical and life insurance costs during the employees' service years, in accordance with SFAS No. 106. PGE receives recovery for the annual provision in customer rates. Employees are covered under a Defined Dollar Medical Benefit Plan which limits PGE's obligation by establishing a maximum contribution per employee. The accumulated benefit obligation for post-retirement health and life insurance benefits at December 31, 1997 was $27 million, for which there were $32 million of assets held in trust. 33 PGE also provides senior officers with additional benefits under an unfunded Supplemental Executive Retirement Plan (SERP). Projected benefit obligations for the SERP are $12 million and $10 million at December 31, 1997 and 1996, respectively. DEFERRED COMPENSATION PGE provides certain employees with benefits under an unfunded Management Deferred Compensation Plan (MDCP). Obligations for the MDCP were $26 million and $21 million at December 31, 1997 and 1996, respectively. EMPLOYEE STOCK OWNERSHIP PLAN PGE participates in an Employee Stock Ownership Plan (ESOP) which is a part of its 401(k) retirement savings plan. One-half of employee contributions up to 6% of base pay are matched by employer contributions in the form of ESOP common stock. Shares of common stock to be used to match contributions by PGE employees are purchased from Enron Corp. at current market prices. 34 NOTE 3 - INCOME TAXES The following table shows the detail of taxes on income and the items used in computing the differences between the statutory federal income tax rate and PGE's effective tax rate (millions of dollars): 1997 1996 1995 Income Tax Expense Currently payable Federal $114 $ 98 $ 74 State & local 14 22 10 128 120 84 Deferred income taxes Federal (45) (4) (11) State & local (9) (1) (7) (54) (5) (18) Investment tax credit adjustments (4) (4) (6) $ 70 $111 $ 60 Provision Allocated to: Operations $ 83 $112 $ 90 Other income and deductions (13) (1) (30) $ 70 $111 $ 60 Effective Tax Rate Computation: Computed tax based on statutory federal income tax rates applied to income before income tax $ 69 $ 93 $ 53 Flow through depreciation 6 9 7 Regulatory disallowance - - 3 State and local taxes - net 13 12 6 State of Oregon refund (9) - (4) Investment tax credits (4) (3) (5) Excess deferred tax (1) (1) (1) Other (4) 1 1 $ 70 $111 $ 60 Effective tax rate 35.7% 41.6% 39.2% As of December 31, 1997 and 1996, the significant components of PGE's deferred income tax assets and liabilities were as follows (millions of dollars): 1997 1996 DEFERRED TAX ASSETS Plant-in-service $ 56 $ 64 Other 50 21 SCE termination payment 49 - 155 85 DEFERRED TAX LIABILITIES Plant-in-service (402) (415) Energy efficiency programs (32) (32) Trojan abandonment (65) (69) WNP-3 exchange contract - (59) Other (19) (8) (518) (583) Total $(363) $(498) PGE has recorded deferred tax assets and liabilities for all temporary differences between the financial statement bases and tax basis of assets and liabilities. 35 NOTE 4 - COMMON AND PREFERRED STOCK COMMON AND PREFERRED STOCK COMMON STOCK CUMULATIVE PREFERRED Other Number $3.75 Par Number $100 Par No-Par Paid-in Unearned OF SHARES VALUE OF SHARES VALUE VALUE CAPITAL COMPENSATION* (millions of dollars) except share amounts) December 31, 1994 42,758,877 $ 160 1,297,040 $100 $30 $470 $(12) Redemption of preferred stock (797,040) (80) - 3 - Repayment of ESOP loan and other - - - - - - 5 December 31, 1995 42,758,877 $ 160 500,000 $ 20 $30 $473 $ (7) Redemption of preferred stock (200,000) (20) - 2 - Repayment of ESOP loan and other - - - - - 2 5 December 31, 1996 42,758,877 $ 160 300,000 - $30 $477 $ (2) Repayment of ESOP loan and other - - - - - 3 2 December 31, 1997 42,758,877 $ 160 300,000 $ - $30 $480 $ - CUMULATIVE PREFERRED STOCK The 7.75% series preferred stock has an annual sinking fund requirement which requires the redemption of 15,000 shares at $100 per share beginning in 2002. At its option, PGE may redeem, through the sinking fund, an additional 15,000 shares each year. All remaining shares shall be mandatorily redeemed by sinking fund in 2007. This series is only redeemable by operation of the sinking fund. PGE's cumulative preferred stock consisted of: At December 31, 1997 1996 (millions of dollars) Subject to mandatory redemption No par value 30,000,000 shares authorized 7.75% Series 300,000 shares outstanding $30 $30 No dividends may be paid on common stock or any class of stock over which the preferred stock has priority unless all amounts required to be paid for dividends and sinking fund payments have been paid or set aside, respectively. COMMON DIVIDEND RESTRICTION OF SUBSIDIARY Enron Corp. is the sole shareholder of PGE common stock. PGE is restricted from paying dividends or making other distributions to Enron Corp. without prior OPUC approval to the extent such payment or distribution would reduce PGE's common stock equity capital below 48% of its total capitalization. 36 NOTE 5 - CREDIT FACILITIES AND DEBT At December 31, 1997, PGE had total committed lines of credit of $200 million expiring in July 2000. These lines of credit have an annual fee of 0.10% and do not require compensating cash balances. These lines of credit are used primarily as backup for both commercial paper and borrowings from commercial banks under uncommitted lines of credit. At December 31, 1997, there were no outstanding borrowings under the committed lines of credit. PGE has a $200 million commercial paper facility. Unused committed lines of credit must be at least equal to the amount of PGE's commercial paper outstanding. Commercial paper and lines of credit borrowings are at rates reflecting current market conditions. PGE sells commercial paper to provide financing for various corporate purposes. As of December 31, 1997, commercial paper borrowings of $100 million have been classified as long-term debt based upon the availability of committed credit facilities with expiration dates exceeding one year and management's intent to maintain such amounts in excess of one year. Similarly, at December 31, 1997, $71 million of long-term debt due within one year is classified as long-term. Short-term borrowings and related interest rates were as follows: 1997 1996 1995 AS OF YEAR-END: (millions of dollars) Aggregate short-term debt outstanding Commercial paper $100 $ 83 $170 Bank loans - 9 - Weighted average interest rate* Commercial paper 6.0% 5.6% 6.1% Bank loans - 7.3 - Committed lines of credit $200 $200 $200 FOR THE YEAR ENDED: Average daily amounts of short-term debt outstanding Commercial paper $ 89 $158 $111 Bank loans - 5 - Weighted daily average interest rate* Commercial paper 5.6% 5.6% 6.3% Bank loans - 5.7 - Maximum amount outstanding during the year $115 $251 $170 * Interest rates exclude the effect of commitment fees, facility fees and other financing fees. 37 The Indenture securing PGE's First Mortgage Bonds constitutes a direct first mortgage lien on substantially all utility property and franchises, other than expressly excepted property. Schedule of long-term debt at December 31 1997 1996 (millions of dollars) First Mortgage Bonds Maturing 1997 through 2002 6.60% Series due October 1, 1997 $ - $ 15 Medium-term notes 5.65% - 8.88% 241 295 Maturing 2003 - 2007 6.47% - 9.07% 153 168 Maturing 2021 - 2023 7.75% - 9.46% 170 195 564 673 Pollution Control Bonds Port of Morrow, Oregon, variable rate (Average 3.7% - 3.8% for 1997), due 2013 & 29 29 2031 City of Forsyth, Montana, variable rate (Average variable rates 3.6%- 3.7% for 119 119 1997), due 2013-2016 Amount held by trustee (8) (8) Port of St. Helens, Oregon, variable rate due 2010 and 2014 (Average variable rates 3.6% - 3.7% 52 52 for 1997 192 192 Other 8.25% Junior Subordinated Deferrable Interest Debentures, due December 31, 2035 75 75 6.91% Conservation Bonds maturing monthly to 2006 73 80 Capital lease obligations 4 7 Amount reclassified from short-term debt 100 - Other - (1) 252 161 1,008 1,026 Long-term debt due within one year - (93) Total long-term debt $1,008 $ 933 The following principal amounts of long-term debt become due through regular maturities (millions of dollars): 1998 1999 2000 2001 2002 Maturities: PGE $71 $102 $32 $53 $23 38 NOTE 6 - OTHER FINANCIAL INSTRUMENTS FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practical to estimate that value. CASH AND CASH EQUIVALENTS - The carrying amount of cash and cash equivalents approximates fair value because of the short maturity of those instruments. OTHER INVESTMENTS - Other investments approximate market value. REDEEMABLE PREFERRED STOCK - The fair value of redeemable preferred stock is based on quoted market prices. LONG-TERM DEBT - The fair value of long-term debt 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 estimated fair values of debt and equity instruments are as follows (millions of dollars): 1997 1996 Carrying Fair Carrying Fair Amount Value Amount Value Preferred stock subject to mandatory redemption $ 30 $ 34 $ 30 $ 31 Long-term debt $831 $861 $940 $960 INTEREST RATE SWAPS - In August 1996 PGE entered into a 3-year interest rate swap agreement with a notional amount of $50 million. This puts PGE in a floating rate position on the additional $50 million of long-term debt issued in August 1996. In December 1997 PGE canceled this agreement. The amount received at cancellation was not material. NOTE 7 - COMMITMENTS NATURAL GAS AGREEMENTS PGE has long-term agreements for transmission of natural gas from domestic and Canadian sources to natural gas-fired generating facilities. The agreements provide firm pipeline capacity. Under the terms of these agreements, PGE is committed to paying capacity charges of approximately $16 million annually in 1998 through 2002 and $137 million over the remaining years of the contracts. These contracts expire at varying dates from 2001 to 2015. PGE has the right to assign unused capacity to other parties. PURCHASE COMMITMENTS Purchase commitments outstanding, which include construction, coal, and railroad service agreements, totaled approximately $28 million at December 31, 1997. Cancellation of these purchase agreements could result in cancellation charges. 39 PURCHASED POWER PGE has long-term power purchase contracts with certain public utility districts in the state of Washington and with the City of Portland, Oregon. PGE is required to pay its proportionate share of the operating and debt service costs of the hydro projects whether or not they are operable. Selected information is summarized as follows (millions of dollars): ROCKY PRIEST PORTLAND REACH RAPIDS WANAPUM WELLS HYDRO Revenue bonds outstanding at December 31, 1997 $ 235 $ 174 $ 207 $ 178 $ 36 PGE's current share of: Output 12.0% 13.9% 18.7% 20.4% 100% Net capability (megawatts) 154 128 194 171 36 Annual cost, including debt service: 1997 $ 7 $ 3 $ 4 $ 6 $ 4 1996 5 4 5 6 4 1995 5 4 5 6 4 Contract expiration date 2011 2005 2009 2018 2017 PGE's share of debt service costs, excluding interest, will be approximately $5 million for 1998, $6 million for 1999 and 2000, and $7 million for 2001 and 2002. The minimum payments through the remainder of the contracts are estimated to total $84 million. PGE has entered into long-term contracts to purchase power from other utilities in the West. These contracts will require fixed payments of up to $23 million in 1998 through 1999, $20 million in 2000, and $19 million in 2001 through 2002. After that date, capacity contract charges will average $19 million annually until 2016. LEASES PGE has operating and capital leasing arrangements for its headquarters complex, combustion turbines and the coal-handling facilities and certain railroad cars for Boardman. PGE's aggregate rental payments charged to expense amounted to $24 million for 1997, and $22 million for 1996 and 1995. PGE has capitalized its combustion turbine leases. However, these leases are considered operating leases for ratemaking purposes. Future minimum lease payments under non-cancelable leases are as follows (millions of dollars): YEAR ENDING OPERATING LEASES DECEMBER 31 CAPITAL LEASES (NET OF SUBLEASE RENTALS) TOTAL 1998 $ 3 $ 22 $ 25 1999 1 23 24 2000 - 23 23 2001 - 23 23 2002 - 11 11 Remainder - 174 174 Total 4 $276 $280 Imputed Interest - Present Value of Minimum Future Net Lease Payments $ 4 Included in the future minimum operating lease payments schedule above is approximately $119 million for PGE's headquarters complex. 40 NOTE 8 - WNP-3 SETTLEMENT EXCHANGE AGREEMENT During 1997 PGE transferred its rights and certain obligations under the WNP-3 Settlement Exchange Agreement (WSA) and the long-term power sale agreement with the Western Area Power Administration (WAPA). The transfer of PGE's net investment in these contracts to Enron Corp., PGE's parent and sole common stockholder transaction was executed in the form of a special non-cash dividend. NOTE 9 - JOINTLY OWNED PLANT At December 31, 1997, PGE had the following investments in jointly owned generating plants (millions of dollars): MW PGE % PLANT ACCUMULATED FACILITY LOCATION FUEL CAPACITY INTEREST IN SERVICE DEPRECIATION Boardman Boardman, OR Coal 508 65.0 $376 $197 Colstrip 3&4 Colstrip, MT Coal 1,440 20.0 453 220 Centralia Centralia, WA Coal 1,310 2.5 10 6 The dollar amounts in the table above represent PGE's share of each jointly owned plant. Each participant in the above generating plants has provided its own financing. PGE's share of the direct expenses of these plants is included in the corresponding operating expenses on PGE's consolidated income statements. NOTE 10 - LEGAL MATTERS TROJAN INVESTMENT RECOVERY - In April 1996 a circuit court judge in Marion County, Oregon found that the OPUC could not authorize PGE to collect a return on its undepreciated investment in Trojan, contradicting a November 1994 ruling from the same court. The ruling was the result of an appeal of PGE's 1995 general rate order which granted PGE recovery of, and a return on, 87 percent of its remaining investment in Trojan. The 1994 ruling was appealed to the Oregon Court of Appeals and stayed pending the appeal of the Commission's March 1995 order. Both PGE and the OPUC have separately appealed the April 1996 ruling which was combined with the appeal of the November 1994 ruling at the Oregon Court of Appeals. Management believes that the authorized recovery of and return on the Trojan investment and decommissioning costs will be upheld and that these legal challenges will not have a material adverse impact on the results of operations or financial condition of the Company for any future reporting period. OTHER LEGAL MATTERS - PGE and certain of its subsidiaries are party to various other claims, legal actions and complaints arising in the ordinary course of business. These claims are not considered material. NOTE 11 - TROJAN NUCLEAR PLANT PLANT SHUTDOWN AND TRANSITION COSTS - PGE is a 67.5% owner of Trojan. In early 1993, PGE ceased commercial operation of the nuclear plant. Since plant closure, PGE has committed itself to a safe and economical transition toward a decommissioned plant. Remaining transition costs associated with operating and maintaining the spent fuel pool and securing the plant until fuel is transferred to dry storage in 1999 are estimated at $17 million and will be paid from current operating funds. 41 DECOMMISSIONING - In December 1997, PGE filed an updated decommissioning plan estimate with the OPUC. The plan estimates PGE's cost to decommission Trojan at $339 million, reflected in nominal dollars (actual dollars expected to be spent in each year). The primary reason for the reduction in decommissioning estimate is a lower inflation rate, coupled with accelerating certain decommissioning activities and partially offset by cost increases related to the spent fuel storage project. The current estimate assumes that the majority of decommissioning activities will occur between 1998 and 2002, while fuel management costs extend through the year 2018. The original plan represents a site-specific decommissioning estimate performed for Trojan by an engineering firm experienced in estimating the cost of decommissioning nuclear plants. Updates to plan's original estimate have been prepared by PGE. Final site restoration activities are anticipated to begin in 2018 after PGE completes shipment of spent fuel to a USDOE facility (see the Nuclear Fuel Disposal discussion below). Stated in 1997 dollars, the decommissioning cost estimate is $286 million. TROJAN DECOMMISSIONING LIABILITY (millions of dollars) Estimate - 12/31/94 $351 Upates files with NRC - 11/16/95 7 Updates filed with OPUC - 12/01/97 (19) 339 Expenditures through 12/31/97 (43) Liability - 12/31/97 $296 Decommissioning $296 Transition costs 17 Total Trojan obligation $313 PGE is collecting $14 million annually through 2011 from customers for decommissioning costs. These amounts are deposited in an external trust fund which is limited to reimbursing PGE for activities covered in Trojan's decommissioning plan. Funds were withdrawn during 1997 to cover the costs of planning and licensing activities in support of the independent spent fuel storage installation and the reactor vessel and internals removal project. Decommissioning funds are invested primarily in investment-grade, tax-exempt and U.S. Treasury bonds. Year-end balances are valued at market. Earnings on the trust fund are used to reduce the amount of decommissioning costs to be collected from customers. PGE expects any future changes in estimated decommissioning costs to be incorporated in future revenues to be collected from customers. INVESTMENT RECOVERY - The OPUC issued an order in March 1995 authorizing PGE to recover all of the estimated costs of decommissioning Trojan and 87% of the remaining investment in the plant. Amounts are to be collected over Trojan's original license period ending in 2011. The OPUC's order and the agency's authority to grant recovery of the Trojan investment under Oregon law are being challenged in state courts. Management believes that the authorized recovery of the Trojan investment and decommissioning costs will be upheld and that these legal challenges will not have a material adverse impact on the results of operations or financial condition of the Company for any future reporting period. DECOMMISSIONING TRUST ACTIVITY (millions of dollars) 1997 1996 Beginning Balance $78 $69 ACTIVITY Contributions 14 15 Gain 6 2 Disbursements (14) (8) Ending Balance $84 $78 NUCLEAR FUEL DISPOSAL AND CLEANUP OF FEDERAL PLANTS - PGE contracted with the USDOE for permanent disposal of its spent nuclear fuel in federal facilities at a cost of .1<cent> per net kilowatt-hour sold at Trojan which the Company paid during the period the plant operated. Significant delays are expected in the USDOE acceptance schedule of spent fuel from domestic utilities. The federal repository, which was originally scheduled to begin operations in 1998, is now estimated to commence operations no earlier than 2010. This may create difficulties for PGE in disposing of its high-level radioactive waste by 2018. However, federal legislation has been introduced which, if passed, would require USDOE to provide interim storage for high-level waste until a permanent site is established. PGE intends to build an interim storage facility at Trojan to house the nuclear fuel until a federal site is available. 42 The Energy Policy Act of 1992 provided for the creation of a Decontamination and Decommissioning Fund to finance the cleanup of USDOE gas diffusion plants. Funding comes from domestic nuclear utilities and the federal government. Each utility contributes based on the ratio of the amount of enrichment services the utility purchased to the total amount of enrichment services purchased by all domestic utilities prior to the enactment of the legislation. Based on Trojan's 1.1% usage of total industry enrichment services, PGE's portion of the funding requirement is approximately $17 million. Amounts are funded over 15 years beginning with the USDOE's fiscal year 1993. Since enactment, PGE has made the first six of the 15 annual payments with the first payment made in September 1993. NUCLEAR INSURANCE - The Price-Anderson Amendment of 1988 limits public liability claims that could arise from a nuclear incident and provides for loss sharing among all owners of nuclear reactor licenses. Because Trojan has been permanently defueled, the NRC has exempted PGE from participation in the secondary financial protection pool covering losses in excess of $200 million at other nuclear plants. In addition, the NRC has reduced the required primary nuclear insurance coverage for Trojan from $200 million to $100 million following a 3 year cool-down period of the nuclear fuel that is still on-site. The NRC has allowed PGE to self-insure for on-site decontamination. PGE continues to carry non- contamination property insurance on the Trojan plant at the $155 million level. 43 QUARTERLY COMPARISON FOR 1997 AND 1996 (UNAUDITED) MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 (MILLIONS OF DOLLARS) 1997 Operating revenues $368 $308 $391 $349 Net operating income 65 46 46 51 Net income 48 28 15 35 Income available for common stock 47 28 14 35 1996 Operating revenues $300 $233 $260 $317 Net operating income 68 52 47 63 Net income 50 35 28 43 Income/(loss) available for common stock 49 34 27 43 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 44 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS OF THE REGISTRANT (*) JAMES V. DERRICK, JR., age 53 Director since 1997 Mr. Derrick has served as Senior Vice President and General Counsel of Enron Corp. since June 1991. Prior to joining Enron Corp. In 1991, Mr. Derrick was a partner at the law firm of Vinson & Elkins L.L.P. for more than 13 years. KEN L. HARRISON, age 55 Director since 1987 Mr. Harrison serves as a Director and Vice Chairman of Enron Corp. and has served as Chairman of the Board and Chief Executive Officer of Portland General Electric Company since 1987. JOSEPH M. HIRKO, age 41 Director since 1997. Mr. Hirko serves as Senior Vice President of Enron Corp. and Portland General Electric Company. Mr. Hirko also serves as President and Chief Executive Officer of First Point Communications. From 1991 to 1998 he served as Vice President-Finance, Chief Financial Officer, Chief Accounting Officer and Treasurer of Portland General Electric Company. KENNETH L. LAY, age 55 Director since 1997 For over five years, Mr. Lay has been Chairman of the Board and Chief Executive Officer of Enron Corp. Mr. Lay is also a Director of Eli Lilly and Company, Compaq Computer Corporation, Enron Oil & Gas Company, EOTT Energy Corp. (the general partner of EOTT Energy Partners, L.P.) and Trust Company of the West. JEFFREY K. SKILLING, age 44 Director since 1997 Since January 1, 1997, Mr Skilling has served as President and Chief Operating Officer of Enron Corp. From June 1995 until December 1996 he served as Chief Executive Officer and Managing Director of Enron Capital & Trade Resources Corp ("ECT"). From August 1990 until June 1995, Mr. Skilling served ECT in a variety of managerial positions. (*)Directors of PGE hold office until the next annual meeting of shareholders or until their respective successors are duly elected and qualified. 45 EXECUTIVE OFFICERS OF THE REGISTRANT (*) NAME AGE BUSINESS EXPERIENCE Ken L. Harrison 55 Appointed to current position of Chairman of the Board and Chief Executive Officer on Chairman of the Board, Chief December 1, 1988. Executive Officer, PGE Alvin Alexanderson 50 Appointed to current position on December 12, 1995. Served as Vice President, Rates and Senior Vice President Regulatory Affairs from February 1991 until appointed to current position. General Counsel and Secretary Arleen Barnett 45 Appointed to current position on February 23, 1998. Served as Manager, Human Resources Vice President from 1989 until appointed to current position. Human Resources David K. Carboneau 51 Appointed to current position in October 1989. Served as Vice President, Utility Service Vice President and Telecommunications from January 1997 until July 1997. Served as Vice President, Information Technology from January 1996 until January 1997. Served as Vice President, Thermal and Power Operations from September 1995 to January 1996. Served as Vice President, PGE Administration from October 1992 to September 1995. Steven N. Elliott 37 Appointed to current position on February 23, 1998. Served as Vice President, Finance and Vice President Treasurer from July 1997 until appointed to current position. Served as Manager, Corporate Chief Financial Officer and Finance and Assistant Treasurer from April 1992 until July 1997. Treasurer Joseph E. Feltz 43 Appointed to current position on July 1, 1997. Previously served as Assistnat Controller Controller and and Assistant Treasurer for over five years. Chief Accounting Officer Peggy Y. Fowler 46 Appointed to current position on July 1, 1997. Served as Executive Vice President President and Chief Operating Officer, PGE from November 1996 until appointed to current position. Chief Operating Officer Served as Senior Vice President, Energy Services from September 1995 until November 1996. Distribution Operations Served as Vice President, Distribution and Power Production from January 1990 to September 1995. Stephen R. Hawke 48 Appointed to current position on July 1, 1997. Served as General Manager, System Vice President Planning and Engineering until appointed to current position. Served as Manager, Delivery System Planning & Response and Restoration from May 1993 until May 1995. Served as Manager, Western Engineering Region from August 1990 until May 1993. Joseph M. Hirko 41 Appointed to current position on September 12, 1995. Served as Vice President-Finance Senior Vice President from December 1991 until July 1997. Served as Chief Financial Officer from December 1991 until February 1998. Served as Chief Accounting Officer from December 1991 until July 1997. Served as Treasurer from June 1989 to July 1997. Joe A. McArthur 50 Appointed to current position on July 1, 1997. Served as Manager of Western Region Vice President from May 1996 until appointed to current position. Served as Manager, System Substation and Line Operations Planning from May 1995 to May 1996. Served as Commercial and Industrial Market Manager from 1993 to 1995. Served as Substation Maintenance and Metering Manager from 1980 to 1993. James J. Piro 45 Appointed to current position on February 23, 1998. Served as General Manager, Planning Vice President Support and Analysis from November 1992 until appointed to current position. 46 EXECUTIVE OFFICERS OF THE REGISTRANT (*) - CONT'D. NAME AGE BUSINESS EXPERIENCE Frederick D. Miller 55 Appointed to current position on July 1, 1997. Served as Senior Vice President, Public Senior Vice President Affairs and Corporate Services from November 1996 until appointed to current position. Served Public Policy and as Director of Executive Department, State of Oregon, from 1987 until appointed to Vice Administrative President, Public Affairs and Corporate Services in October 1992. Services and Distribution System Services Walter E. Pollock 55 Appointed to current position on July 1, 1997. Served as Vice President, Enron Senior Vice President Capital and Trade and Senior Vice President, First Point Utility Solutions from Power Supply November 1996 until appointed to current position. Served as Group Vice President, Marketing Conservation and Production at Bonneville Power Administration (BPA) from April 1994 to November 1996. Served as Assistant Administrator at BPA, Office of Power Sales from January 1988 until March 1994. Christopher D. Ryder 48 Appointed to current position on July 1, 1997. Served as General Manager, Customer Vice President Services and Southern Region Operations from 1996 until appointed to current Customer and Line Operations position. Served as General Manager, Customer Services and Marketing from 1992 to 1996. (*) Officers are listed as of February 28, 1998. The officers are elected to serve for a term of one year or until their successors are elected and qualified. 47 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth the total compensation earned for each year ended December 31, 1997, 1996, 1995 by the Chief Executive Officer and the four most highly compensated executive officers of PGE. Long-Term Annual Compensation Compensation All Other Salary ($) Bonus ($) Restricted Stock Compensation Name and Principal Position Year (1) (1) Awards ($) (2) ($) (3) Ken L. Harrison (4) 1997 $243,570 $236,592 $204,755 $68,051 Chairman of the Board, 1996 399,510 252,193 251,410 40,480 Chief Executive Officer 1995 417,113 325,439 305,250 59,646 Peggy Fowler 1997 230,000 160,000 230,185 29,406 President, Distribution Operations 1996 202,504 106,379 150,500 24,045 Chief Operating Officer 1995 165,213 78,836 111,000 18,185 Richard E. Dyer (5) 1997 219,306 165,250 215,060 27,209 Senior Vice President, 1996 209,196 111,002 150,500 23,428 Power Supply 1995 198,297 104,655 111,000 11,979 Frederick D. Miller 1997 175,020 105,000 - 48,906 Senior Vice President, Public 1996 161,259 73,811 75,250 36,400 Policy, Administrative 1995 137,634 62,341 55,500 32,517 Services and Distribution System Services Joseph M. Hirko (4) (6) 1997 89,835 158,270 125,038 22,885 Senior Vice President 1996 103,934 95,509 114,277 18,477 1995 204,646 100,296 138,750 18,540 (1) Amounts shown include cash compensation earned and received by the executive officer, as well as amounts earned but deferred at the election of the officer. (2) Restricted stock awards are valued at the closing price of $41.4375 per share of Enron Corp. common stock for the July 1, 1997 grant, which will vest 20% on July 1, 1998 and 20% on each of the following four anniversaries of the date of grant. Dividend equivalents for the July 1, 1997 grant accrue from the date of grant and are paid upon vesting. Restricted stock awards are valued at the closing price of $37.625 per share of PGC common stock for the September 10, 1996 grant. The September 10, 1996 grant converted to Enron shares on the effective date of the Merger. Dividends on this grant are paid as declared. Restricted stock awards are valued at $27.75 per share of PGC common stock for the November 6, 1995 grant. This grant vested November 1996 upon PGC shareholder approval for the original Merger Agreement. Aggregate restricted stock holdings listed below are valued at $41.5625 per share, the closing price of the Enron Corp. common stock on December 31, 1997. Aggregate Restricted Stock Holdings AGGREGATE SHARES (#) VALUE ($) Ken L. Harrison 23,477 $975,763 Peggy Fowler 9,485 394,220 Richard E. Dyer 9,120 379,050 Frederick D. Miller 1,965 81,670 Joseph M. Hirko 10,947 454,985 48 (3) Other compensation includes: (i) company-paid split dollar insurance premiums; (ii) the dollar value of life insurance benefits as determined under the Commission's methodology for valuing such benefits; (iii) company contributions to the RSP and the MDCP; and (iv) earnings on amounts in the MDCP which are greater than 120 percent of the federal long-term rate which was in effect at the time the rate was set. The following table lists the amount for 1997: Dollar Value of Split Dollar Life Insurance Contributions to Above Market Insurance Premium 401 (k) and MDCP Interest on MDCP Total Ken L. Harrison $ 968 $ 2,038 $11,615 $53,430 $68,051 Peggy Fowler 705 8,833 13,800 6,068 29,406 Richard E. Dyer 1,290 9,862 10,886 5,171 27,209 Frederick D. Miller 925 21,031 13,700 13,250 48,906 Joseph M. Hirko 321 2,833 8,963 10,768 22,885 (4) Mr. Harrison and Mr. Hirko also serve as executive officers of Enron Corp. The compensation shown represents the amount allocated to PGE. (5) Richard E. Dyer retired from Portland General Electric Company as of February 1, 1998. (6) Joseph M. Hirko resigned his position as Chief Financial Officer of Portland General Electric Company as of February 23, 1998. 49 The following table lists information concerning the stock options to purchase shares of Enron Corp. common stock that were granted to PGE's five highest paid officers during 1997. No stock appreciation rights were granted during 1997. Options/SAR Grants in Last Fiscal Year Number of % of Total Securities Options/ Potential Realized Value at Underlying SARs Granted Assumed Annual Rates of Stock Options/ to Employees in Exercise or Price Appreciation for Option SARs{(1)} Fiscal Year Base Price Expiration Term NAME GRANTED FISCAL YEAR ($/SH) DATE 5% 10% Ken L. Harrison 120,000{(2)} 0.71% $41.4375 07/01/07 $3,127,178 $7,924,884 33,335{(5)} 0.20% 41.5625 12/31/04 564,032 1,314,434 7,430{(6)} 0.04% 41.5625 12/31/07 194,209 492,163 Peggy Y. Fowler 30,000{(2)} 0.18% $41.4375 07/01/07 $ 781,795 $1,981,221 10,260{(5)} 0.06% 41.5625 12/31/04 173,600 404,563 3,255{(6)} 0.02% 41.5625 12/31/07 85,081 215,611 Joseph M. Hirko 50,000{(2)} 0.30% $41.4375 07/01/07 $1,302,991 $3,302,035 25,000{(3)} 0.15% 38.8750 10/13/07 611,207 1,548,919 4,525{(4)} 0.03% 39.8750 12/08/07 113,474 287,566 12,825{(5)} 0.08% 41.5625 12/31/04 217,000 505,703 3,680{(6)} 0.02% 41.5625 12/31/07 96,190 243,763 Richard E. Dyer 30,000{(2)} 0.18% $41.4375 07/01/07 $ 781,795 $1,981,221 3,045{(6)} 0.02% 41,5625 12/31/07 79,591 201,701 Frederick D. Miller 25,000{(2)} 0.15% $41.4375 07/01/07 $ 651,496 $1,651,018 3,850{(5)} 0.02% 41.5625 12/31/04 65,142 151,809 2,480{(6)} 0.01% 41.5625 12/31/07 64,823 164,275 (1)If a "Change of Control" (as defined in the Enron Corp. 1991 Stock Plan) were to occur before the options became exercisable and are exercised, the vesting described below will be accelerated and all such outstanding options shall be surrendered and the optionee shall receive a cash payment by Enron in an amount equal to the value of the surrendered options (as defined in the 1991 Stock Plan). (2)Represents stock options awarded on July 1, 1997, which vested 20% at grant and 20% each anniversary date thereafter. (3)Represents stock options awarded on October 13, 1997, which cliff vest 100% on the 4th anniversary date of the grant. (4)Represents stock options awarded on December 8, 1997, which cliff vest 100% on the 4th anniversary date of the grant. (5)Represents stock options awarded under the Long-Term Incentive Program for 1998. Stock options awarded on December 31, 1997 became 20% vested on the date of grant with an additional 20% vested on the anniversary of the date of grant until 100% vested December 31, 2001. (6)Represents shares issued on December 31, 1997, as a new employee under the All Employee Stock Option Program. 50 The following table lists information concerning the options to purchase shares of Enron Corp. common stock that were exercised by the officers named above during 1997 and the total options and their value held by each at year-end 1997. Aggregate Stock Options/SAR Exercised During 1997 and Stock Options/SAR Values at December 31, 1997 Number of Securities Underlying Unexercised Options/SAR Value of Unexercised In-the-Money AT DECEMBER 31, 1997 Options/SARs AT DECEMBER 31, 1997 Shares Acquired Value Un-EXERCISABLE Un-EXERCISABLE NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE EXERCISABLE Ken L. Harrison 20,000 $449,390 128,567 130,098 $2,502,583 $ 12,000 Peggy Y. Fowler - - 9,552 33,963 938 2,813 Joseph M. Hirko - - 42,040 83,465 763,806 79,823 Richard E. Dyer - - 7,500 25,545 937 2,812 Frederick D. Miller - - 7,020 24,310 781 2,344 Estimated annual retirement benefits payable upon normal retirement at age 65 for the named executive officers are shown in the table below. Amounts in the table reflect payments from the Portland General Holdings, Inc. Pension Plan and Supplemental Executive Retirement Plan ("SERP") combined. Pension Plan Table Estimated Annual Retirement Benefit Straight-Life Annuity, Age 65 Years of Service Final Average EARNINGS OF: 15 20 25 175,000 78,750 91,875 105,000 200,000 90,000 105,000 120,000 225,000 101,250 118,125 135,000 250,000 112,500 131,250 150,000 300,000 135,000 157,500 180,000 400,000 180,000 210,000 240,000 500,000 225,000 262,500 300,000 600,000 270,000 315,000 360,000 1,000,000 450,000 525,000 600,000 51 Compensation used to calculate benefits under the combined Pension Plan and SERP is based on a three-year average of base salary and bonus amounts earned (the highest 36 consecutive months within the last 10 years), as reported in the Summary Compensation Table. SERP participants may retire without age-based reductions in benefits when their age plus years of service equals 85. Surviving spouses receive one half the participant's retirement benefit from the SERP, plus the joint and survivor benefit, if any, Social Security Supplement is paid until the participant is eligible for Social Security retirement benefits. Retirement benefits are not subject to any deduction for Social Security. The executive officers named in the table have had the following number of service years with the Company: Ken L. Harrison, 22; Peggy Y. Fowler, 23; Richard E. Dyer, 30; Joseph M. Hirko, 17; Frederick D. Miller, 5. Under the Company's SERP, the named executives are eligible to retire without a reduction in benefits upon attainment of the following ages: Ken L. Harrison, 59; Peggy Y. Fowler, 55; Richard E. Dyer, 55; Joseph M. Hirko, 55; Frederick D. Miller, 62. EMPLOYMENT CONTRACTS Mr. Harrison entered into an employment agreement with Enron on July 1, 1997, the effective date of the merger between Enron Corp. and Portland General Corp. (PGC), the former parent of PGE, pursuant to which he will serve as Vice Chairman of Enron and Chairman and Chief Executive Officer of PGE. The agreement is for a period of five years and expires on June 30, 2002. Per the terms of the agreement, Mr. Harrison will receive an annual base salary of not less than $525,000 and was granted 120,000 stock options which have a 10-year term and which vest 20% on the date of grant and 20% on each of the first five anniversaries of the date of grant and in accordance with the terms of his agreement. Mr. Harrison also received 12,670 shares of restricted stock which vest 20% on each of the four anniversaries of the date of grant. Also, Mr. Harrison will receive an annual bonus of not less than $525,000, of which 20% will be paid in stock options and 80% will be paid in cash. In the event of his involuntary termination, Mr. Harrison will receive amounts prescribed in the agreement through the term of the agreement. If Mr. Harrison terminates his employment voluntarily during a Window Period (defined as one of the 30-day periods beginning on the second, third, or fourth anniversaries of the effective date of the merger between Enron Corp. and PGE), he will be entitled to the insurance coverage equivalent to that under certain of Enron's insurance plans for active employees and to all payments of his annual base salary and bonus at such time and in such manner as if his employment had continued for the balance of the initial term, provided that, if the initial term would have continued beyond the second anniversary of the termination date, then Enron will pay Mr. Harrison a lump sum amount on such second anniversary date equal to the amount which would have been paid to Mr. Harrison during the balance of the initial term if his employment had continued during such period. In the event that the severance or other payments payable under the agreement constitute "excess parachute payments" within the meaning of Section 280G of the Code, and Mr. Harrison becomes liable for any excise tax or penalties or interest thereon, Enron will make a cash payment to him in an amount equal to the tax penalties plus an amount equal to any additional tax for which he will be liable as a result of receipt of the payment for such tax penalties and payment for such reimbursement for additional tax. The employment agreement contains noncompete provisions in the event of Mr. Harrison's termination of employment. Mr. Hirko's employment agreement is similar in structure to Mr. Harrison's agreement. Under his agreement, Mr. Hirko will serve as a Senior Vice President of Enron and as a senior executive officer of PGE for a period of five years, subject to certain termination provisions similar to those in Mr. Harrison's agreement, and thereafter as Mr. Hirko and Enron may agree. Mr. Hirko will receive an annual base salary of not less than $250,000 and was granted 50,000 stock options which have a 10-year term and will vest 20% on the date of grant and 20% on each succeeding anniversary of the Effective Date, except in the case of Mr. Hirko's Involuntary Termination (as defined in the agreement), but not including a voluntary termination during a Window Period or a Change in Control (as defined in the agreement) of Enron or PGE, in which case the option will vest immediately. Mr. Hirko also received 6,035 shares of Restricted Stock which vest in 20% increments on each of the first five anniversaries of the date of grant and are subject to forfeiture upon termination of Mr. Hirko's employment. Mr. Hirko will receive an annual bonus of not less than $250,000, of which 20% will be paid in immediately vested stock options and 80% will be paid in cash. Following termination of Mr. Hirko's employment for any reason, he or his surviving spouse will be entitled to a Supplemental Retirement Benefit (as defined in the agreement) to ensure that the aggregate pension benefits he or his spouse receives, taking account of all pension benefits from PGC and Enron, are at least equal to the aggregate pension benefits he or his spouse would have received under PGC's Pension Plan and the SERP had he continued to participate in such pension plan and the SERP through the date of termination of employment. 52 Mr. Hirko's Supplemental Retirement Benefit thus differs from Mr. Harrison's Supplemental Retirement Benefit described above. The other terms of Mr. Hirko's employment agreement are substantially similar to those of Mr. Harrison's, except that, in the event of an Involuntary Termination prior to the expiration of the Initial Term, Mr. Hirko will be entitled to receive a cash amount equal to the single sum actuarial equivalent of the incremental amount that would be paid as the Supplemental Retirement Benefit if that amount were computed assuming that Mr. Hirko has attained an additional three years of age and an additional three years of service under the SERP. Ms. Fowler, Messrs. Dyer and Miller entered into employment agreements on July 1, 1997, the effective date of the merger between Enron and PGC, the former parent of PGE. The employment agreements generally provide as follows: (i) each agreement will have a term of three years and expire on June 30, 2000; (ii) each agreement provides for severance pay in the event of involuntary termination by PGE based on the greater of two years or the remainder of the term; (iii) Mr. Dyer's agreement provides that he will be treated as having been involuntarily terminated and entitled to receive three years severance pay if he terminates his employment for any reason during a 30-day period beginning on the first anniversary of the Effective Time; (iv) the aggregate minimum base salaries per year under such agreements equal $620,000 per year and the aggregate minimum guaranteed annual cash incentives per year under such agreements equal $328,750; (v) each agreement provides for the grant of 30,000 options to purchase shares of Enron Common Stock, except for Mr. Miller's which provides for 25,000 options; (vi) each agreement, other than Mr. Miller's, provides for the grant of a number of restricted shares of Enron Common Stock having a market value equal to such employee's annual base salary which will vest over a five-year period; (vii) Mr. Dyer's agreement provides that the failure of PGE and Mr. Dyer to extend or enter into a new agreement in either case for one year will be treated as involuntary termination, while Ms. Fowler's and Mr. Miller's agreement provide that the failure of PGE and the employee to extend or enter into a new agreement in either case for two years will be treated as involuntary termination; (viii) each agreement provides for a supplemental retirement benefit; (ix) each agreement provides that in the event that the severance or other payments payable under the agreement for involuntary termination (except for an involuntary termination of the type described in clause (vii) above) constitute "excess parachute payments" within the meaning of Section 280G of the Code and the employee becomes liable for any Tax Penalties, PGE will pay in cash to the employee an amount equal to such Tax Penalties and any incremental income tax liability arising from such payments, grossing up such employee on such gross ups until the amount of the last gross up is less than one hundred dollars; and (x) each agreement includes a noncompetition covenant. COMPENSATIONS OF DIRECTORS There are no compensation arrangements for or fees paid to Directors of PGE. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION None 53 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PGE is a wholly owned subsidiary of Enron Corp. (Enron). As of December 31, 1997 Enron owned 100% of the outstanding shares of common stock of PGE. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There are no relationships or transactions involving PGE's directors and executive officers. 54 Part IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES FINANCIAL STATEMENTS Report of Independent Public Accountants Consolidated Statements of Income for each of the three years in the period ended December 31, 1997 Consolidated Statements of Retained Earnings for each of the three years in the period ended December 31, 1997 Consolidated Balance Sheets at December 31, 1997 and 1996 Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 1997 Notes to Financial Statements FINANCIAL STATEMENT SCHEDULES Schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto. EXHIBITS See Exhibit Index on Page 58 of this report. (B) REPORT ON FORM 8-K December 1, 1997 - Item 5. Other Events: Customer Choice Implementation Proposal Residential Exchange Program WNP-3 Settlement Exchange Agreement 55 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Portland General Electric Company March 27, 1998 By /S/ KEN L. HARRISON Ken L. Harrison Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Chairman of the Board and /S/ KEN L. HARRISON Chief Executive Officer March 27, 1998 Ken L. Harrison Vice President Chief Financial Officer /S/ STEVEN N. ELLIOTT and Treasurer March 27, 1998 Steven N. Elliott Controller and /S/ JOSEPH E. FELTZ Chief Accounting Officer March 27, 1998 Joseph E. Feltz *James Y. Derrick *Ken L. Harrison *Joseph M. Hirko Directors March 27, 1998 *Kenneth L. Lay *Jeffrey K Skilling *By /S/ JOSEPH E. FELTZ (Joseph E. Feltz, Attorney-in-Fact) 56 PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES EXHIBIT INDEX NUMBER EXHIBIT (2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION * Amended and Restated Agreement and Plan of Merger, dated as of July 20, 1996 and amended and restated as of September 24, 1996 among Enron Corp, Enron Oregon Corp and Portland General Corporation [Amendment 1 to S4 Registration Nos. 333-13791 and 333-13791-1, dated October 10, 1996, Exhibit No. 2.1]. (3) ARTICLES OF INCORPORATION AND BYLAWS * Copy of Articles of Incorporation of Portland General Electric Company [Registration No. 2-85001, Exhibit (4)]. * Certificate of Amendment, dated July 2, 1987, to the Articles of Incorporation limiting the personal liability of directors of Portland General Electric Company [Form 10-K for the fiscal year ended December 31, 1987, Exhibit (3)]. * Form of Articles of Amendment of the New Preferred Stock of Portland General Electric Company [Registration No. 33-21257, Exhibit (4)]. * Bylaws of Portland General Electric Company as amended on October 1, 1991 [Form 10-K for the fiscal year ended December 31, 1991, Exhibit (3)]. (4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES * Portland General Electric Company Indenture of Mortgage and Deed of Trust dated July 1, 1945; * Fortieth Supplemental Indenture, dated October 1, 1990 [Form 10-K for the fiscal year ended December 31, 1990, Exhibit (4)]. * Forty-First Supplemental Indenture dated December 1, 1991 [Form 10-K for the fiscal year ended December 31, 1991, Exhibit (4)]. * Forty-Second Supplemental Indenture dated April 1, 1993 [Form 10-Q for the quarter ended March 31,1993, Exhibit (4)]. * Forty-Third Supplemental Indenture dated July 1, 1993 [Form 10-Q for the quarter ended September 30, 1993, Exhibit (4)]. * Forty-Fourth Supplemental Indenture dated August 1, 1994 [Form 10-Q for the quarter ended September 30, 1994, Exhibit (4)]. * Forty-Fifth Supplemental Indenture dated May 1, 1995 [Form 10-Q for the quarter ended June 30, 1995, Exhibit (4)]. * Forty-Sixth Supplemental Indenture dated August 1, 1996 [Form 10-K for the fiscal year ended December 31, 1997, Exhibit (4)]. Other instruments which define the rights of holders of long-term debt not required to be filed herein will be furnished upon written request. 57 PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES EXHIBIT INDEX NUMBER EXHIBIT (10) MATERIAL CONTRACTS * Residential Purchase and Sale Agreement with the Bonneville Power Administration [Form 10-K for the fiscal year ended December 31, 1981, Exhibit (10)]. * Power Sales Contract and Amendatory Agreement Nos. 1 and 2 with Bonneville Power Administration [Form 10-K for the fiscal year ended December 31, 1982, Exhibit (10)]. The following 12 exhibits were filed in conjunction with the 1985 Boardman/Intertie Sale: * Long-term Power Sale Agreement, dated November 5, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. * Long-term Transmission Service Agreement, dated November 5, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. * Participation Agreement, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. * Lease Agreement, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31,1985, Exhibit (10)]. * PGE-Lessee Agreement, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. * Asset Sales Agreement, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. * Bargain and Sale Deed, Bill of Sale and Grant of Easements and Licenses, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. * Supplemental Bill of Sale, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. * Trust Agreement, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. * Tax Indemnification Agreement, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. * Trust Indenture, Mortgage and Security Agreement, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. * Restated and Amended Trust Indenture, Mortgage and Security Agreement, dated February 27, 1986 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. Portland General Holdings, Inc. Outside Directors' Deferred Compensation Plan, 1997 Restatement dated June 25, 1997 (Filed herewith). Portland General Holdings, Inc. Retirement Plan for Outside Directors, 1997 Restatement dated June 25, 1997 (Filed herewith). 58 PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES EXHIBIT INDEX NUMBER EXHIBIT (10) Portland General Holdings, Inc. Outside Directors' Life Insurance CONT. Benefit Plan, 1997 Restatement dated June 25, 1997 (Filed herewith). EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS Portland General Holdings, Inc. Management Deferred Compensation Plan, 1997 Restatement dated June 25, 1997 (Filed herewith). Portland General Holdings, Inc. Senior Officers Life Insurance Benefit Plan, 1997 Restatement Amendment No. 1 dated June 25, 1997 (Filed herewith). * Portland General Electric Company Annual Incentive MasterPlan [Form 10-K for the fiscal year ended December 31, 1987, Exhibit (10)]. * Portland General Electric Company Annual Incentive Master Plan, Amendments No. 1 and No. 2 dated March 5, 1990 [Form 10-K for the fiscal year ended December 31, 1989, Exhibit (10)]. Portland General Holdings, Inc. Supplemental Executive Retirement Plan, 1997 Restatement dated June 25, 1997 (Filed herewith). (23) CONSENTS OF EXPERTS AND COUNSEL Portland General Electric Company Consent of Independent Public Accountants (filed herewith). (24) POWER OF ATTORNEY Portland General Electric Company Power of Attorney (filed herewith). * Incorporated by reference as indicated. Note: Although the Exhibits furnished to the Securities and Exchange Commission with the Form 10-K have been omitted herein, they will be supplied upon written request and payment of a reasonable fee for reproduction costs. Requests should be sent to: Joseph E. Feltz Controller Chief Accounting Officer Portland General Electric Company 121 SW Salmon Street Portland, OR 97204 59