-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O0ste46Sys6NKd8YlOPKXtaQfMWjNwNZP3y/I0PC+yCoQfoYqnP8cAXAHRarxUGd BjcSS91nuUYVvNteZ48Zyg== 0000079636-96-000009.txt : 19960515 0000079636-96-000009.hdr.sgml : 19960515 ACCESSION NUMBER: 0000079636-96-000009 CONFORMED SUBMISSION TYPE: U-3A-2/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19960514 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PORTLAND GENERAL CORP /OR CENTRAL INDEX KEY: 0000079636 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 930909442 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2/A SEC ACT: 1935 Act SEC FILE NUMBER: 069-00233 FILM NUMBER: 96562935 BUSINESS ADDRESS: STREET 1: 121 SW SALMON ST CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5034648820 FORMER COMPANY: FORMER CONFORMED NAME: PORTLAND GENERAL ELECTRIC CO DATE OF NAME CHANGE: 19860804 U-3A-2/A 1 File No. 69-233 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. FORM U-3A-2/A AMENDMENT NO. 1 Statement by Holding Company Claiming Exemption Under Rule 2 from the Provisions of the Public Utility Holding Company Act of 1935 To Be Filed Annually Prior to March 1 PORTLAND GENERAL CORPORATION hereby files with the Securities and Exchange Commission, pursuant to Rule U-2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935. In support of such claim for exemption the following information is submitted: Exhibits A, B and C attached. 1 of 9
PORTLAND GENERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF RETAINED EARNINGS EXHIBIT A For the Year Ended December 31, 1995 Portland Columbia Columbia Portland General Willamette Columbia Willamette General Electric Development Willamette Rail Investment Corporation Company Company Leasing Leasing Company Balance at beginning of year $123,188 $216,468 ($66,850) $4,880 $1,592 ($32,964) Net income (loss) - from income statement 81,036 83,143 - 1,680 (60) (1,725) 204,224 299,611 (66,850) 6,560 1,532 (34,689) Dividends declared 60,955 50,456 - - - - Transfer to parent - (197) - - - ESOP tax benefit and Preferred stock adjs 698(1) (3,570) Preferred Stock redemption (697)(1) 697(2) - - - - Balance at end of year $143,270 $246,282 ($67,047) $6,560 $1,532 ($34,689) Portland PowerLink ELIMINATIONS General Kalamazoo Holdings Corporation DEBIT CREDIT CONSOLIDATED Balance at beginning of year ($131,307) ($2,699) $ 6,368(B) 118,676 Net income (loss) - from income statement (223) 77 82,892(A) 81,036 (131,530) (2,622) 82,892 6,368 199,712 Dividends declared - - - 50,456(A) 60,955 Transfer to parent (9,500) - - 9,697(B) - ESOP tax benefit and Preferred stock adjs (2,872) Preferred Stock redemption - - - - - Balance at end of year ($141,030) ($2,622) $82,892 $66,521 135,885 (1) The preferred stock redemption premium (discussed below) is eliminated at PGC since it is included as a deduction to net income. - see PGC/PGE SEC retained earnings statements for each company - the other adjustments are different by $698. (2) Preferred stock redemption premium which is included as part of the preferred dividend requirement on the income statement and also is included in the preferred stock adjs. This adjustment is necessary at PGE for this presentation because the net income used is after all preferred stock dividends and adjustments.
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PORTLAND GENERAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME EXHIBIT A For the year ended December 31, 1995 (Thousands of Dollars) Portland Portland General Columbia Columbia General Electric Willamette Willamette Rail Corporation Company Development Leasing Leasing OPERATING REVENUES $ 7,719 $981,628 - $1,780 - OPERATING EXPENSES Purchased power and fuel - 293,589 - - - Production and distribution - 63,841 - - - Maintenance and repairs - 47,532 - - - Administrative and other 8,596 106,128 - 417 59 Depreciation and amortization 83 134,340 - - - Taxes other than income taxes 103 51,489 - 25 - 8,782 696,919 - 442 59 OPERATING INCOME BEFORE TAXES (1,063) 284,709 - 1,338 (59) Income taxes (1,182) 89,523 - 334 1 NET OPERATING INCOME (LOSS) 119 195,186 - 1,004 (60) OTHER INCOME (DEDUCTIONS) Regulatory disallowance - net of tax ($25,542) - (49,567) - - - AFUDC - 11,065 - - - Interest expense (3,093) (76,584) - - - Equity in earnings of subsidiaries 82,920 - - (60) - Preferred dividend of subsidiary - - - - - Other - net of income tax 1,090 12,687 - 736 - NET INCOME (LOSS) 81,036 92,787 - 1,680 (60) Preferred dividend requirement - 9,644 - - - NET INCOME (LOSS) $81,036 $83,143 - $1,680 ($60) Columbia Willamette Portland PowerLink ELIMINATIONS Investment General Kalamazoo Company Holdings Corporation DEBIT CREDIT CONSOLIDATED OPERATING REVENUES - $ 598 - $ 8,143(D) - $983,582 OPERATING EXPENSES Purchased power and fuel - - - - - $293,589 Production and distribution - - - - - $63,841 Maintenance and repairs - - - - - $47,532 Administrative and other - 318 - - 7,451(D) $108,067 Depreciation and amortization - - - - - $134,423 Taxes other than income taxes - - - - 127(D) $51,490 - 318 - - 7,578 698,942 OPERATING INCOME BEFORE TAXES - 280 - 8,143 7,578 284,640 Income taxes 1,725 (1,559) 222 - - $89,064 NET OPERATING INCOME (LOSS) (1,725) 1,839 (222) 8,143 7,578 195,576 OTHER INCOME (DEDUCTIONS) Regulatory disallowance - net of tax ($25,542) - - - - - ($49,567) AFUDC - - - - - $11,065 Interest expense - (612) - - 1,161(D) ($79,128) Equity in earnings of subsidiaries - 32 - 82,892(A) - - Preferred dividend of subsidiary - - - 9,644(E) - ($9,644) Other - net of income tax - (1,482) 299 596(D) - $12,734 NET INCOME (LOSS) (1,725) (223) 77 101,275 8,739 81,036 Preferred dividend requirement - - - - 9,644(E) - NET INCOME (LOSS) ($1,725) ($223) $ 77 $101,275 $18,383 $81,036
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PORTLAND GENERAL CORPORATION AND SUBSIDIARIES EXHIBIT A CONSOLIDATED BALANCE SHEET At December 31, 1995 (Thousands of Dollars) Portland Columbia Portland General Willamette Columbia ASSETS General Electric Development Willamette Rail Corp. Company Company Leasing Leasing ELECTRIC UTILITY PLANT - ORIGINAL COST Utility plant - $2,754,280 - - - Accumulated depreciation - (1,040,014) - - - - 1,714,266 - - - Nuclear fuel - - - - - Capital leases - 9,353 - - - - 1,723,619 - - - OTHER PROPERTY AND INVESTMENTS Leveraged leases - - - 140,548 12,118 Net assets of discontinued real estate operations - - 1,241 - - Nuclear Decommission Trust - 68,774 - - - Investment in and advances to affiliates 934,878 - - 11,056 - Corporpate Owned Life Insurance - less loan of $26,432 29,939 44,635 - - - Conservation loans and other 657 24,943 - - - 965,474 138,352 1,241 151,604 12,118 CURRENT ASSETS Cash and cash equivalents 9,489 2,241 - (5) - Accounts and notes receivable 14,670 102,592 - 12,271 12,672 Estimated unbilled revenues - 64,516 - - - Inventories - 38,338 - - - Prepayments and other 1,334 15,619 - - - 25,493 223,306 - 12,266 12,672 DEFERRED CHARGES WNP-3 settle exchange agreement - 168,399 - - - Unamortized regulatory costs Trojan Abandonment costs - Plant - 301,023 - - - Trojan Abandonment costs - Decommissioning - 311,403 - - - Income tax recoverable - 217,366 - - - Debt reacquisition costs - 29,576 - - - Energy efficiency costs - 77,945 - - - Other - 27,611 - - - Miscellaneous 2,920 26,997 - - - 2,920 1,160,320 - - - $993,887 $3,245,597 $1,241 $163,870 $24,790 Columbia Willamette Portland PowerLink ELIMINATIONS ASSETS Investment General Kalamazoo Company Holdings Corp. DEBIT CREDIT CONSOLIDATED ELECTRIC UTILITY PLANT - ORIGINAL COST Utility plant - - - - - $2,754,280 Accumulated depreciation - - - - - (1,040,014) - - - - - 1,714,266 Nuclear fuel - - - - - - Capital leases - - - - - 9,353 - - - - - 1,723,619 OTHER PROPERTY AND INVESTMENTS Leveraged leases - - - - - 152,666 Net assets of discontinued real estate operations - - - 1,241(C) - Nuclear Decommission Trust - - - - - 68,774 Investment in and advances to affiliates - 24,226 - - 970,160(A,B,C) - Corporpate Owned Life Insurance - less loan of $26,432 - - - - - 74,574 Conservation loans and other (3) 2,494 - 512(C) - 28,603 (3) 26,720 - 512 971,401 324,617 CURRENT ASSETS Cash and cash equivalents - 194 - - - 11,919 Accounts and notes receivable 12 13,278 361 - 51,041(C) 104,815 Estimated unbilled revenues - - - - - 64,516 Inventories - - - - - 38,338 Prepayments and other - - - - - 16,953 12 13,472 361 - 51,041 236,541 DEFERRED CHARGES WNP-3 settle exchange agreement - - - - - 168,399 Unamortized regulatory costs Trojan Abandonment costs - Plant - - - - - 301,023 Trojan Abandonment costs - Decommissioning - - - - - 311,403 Income tax recoverable - - - - - 217,366 Debt reacquisition costs - - - - - 29,576 Energy efficiency costs - - - - - 77,945 Other - - - - - 27,611 Miscellaneous - - - - - 29,917 - - - - - 1,163,240 $ 9 $40,192 $361 $512 $1,022,442 $3,448,017
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PORTLAND GENERAL CORPORATION AND SUBSIDIARIES EXHIBIT A CONSOLIDATED BALANCE SHEET At December 31, 1995 (Thousands of Dollars) Portland Columbia Columbia Portland General Willamette Columbia Willamette CAPITALIZATION AND LIABILITIES General Electric Development Willamette Rail Investment Corp. Company Company Leasing Leasing Company CAPITALIZATION Common stock $191,301 $ 160,346 $38,016 $ 8,500 $ 9,066 $ 10 Other paid-in capital 580,088 473,439 30,272 7,000 458 34,676 Unearned compensation (1,392) (7,114) - - - - Retained earnings - brought forward from statement of retained earnings $143,270 $246,282 ($67,047) $6,560 $ 1,532 ($34,689) 913,267 872,953 1,241 22,060 11,056 (3) Cumulative preferred stock of subsidiary Subject to mandatory redemption - 40,000 - - - - Long-term debt - 890,556 - - - - 913,267 1,803,509 1,241 22,060 11,056 (3) CURRENT LIABILITIES Long-term debt & preferred stock due in one year 30,000 75,114 - - - - Short-term borrowings - 170,248 - - - - Accounts payable and other accruals 27,931 132,064 - 12,879 - - Accrued interest 2,144 15,442 - 1 - - Dividends payable 15,394 14,956 - - - - Accrued taxes (14,088) 12,870 - - - 12 61,381 420,694 - 12,880 - 12 OTHER Nuclear decommissioning liability - 379,179 - - - - Deferred income taxes (14,497) 525,391 - 128,872 13,734 - Deferred investment tax credits - 51,211 - - - - Miscellaneous 33,736 65,613 - 58 - - 19,239 1,021,394 - 128,930 13,734 - $993,887 $3,245,597 $1,241 $163,870 $24,790 $9 Portland PowerLink ELIMINATIONS CAPITALIZATION AND LIABILITIES General Kalamazoo Holdings Corp. DEBIT CREDIT CONSOLIDATED CAPITALIZATION Common stock $ 7 - $ 215,945(B) - $ 191,301 Other paid-in capital 166,794 3,260 721,519(B) - 574,468 Unearned compensation - - - - (8,506) Retained earnings - brought forward from statement of retained earnings ($141,030) ($2,622) $ 82,892 $66,521 $ 135,885 25,771 638 1,020,356 66,521 893,148 Cumulative preferred stock of subsidiary Subject to mandatory redemption - - - - 40,000 Long-term debt - - - - 890,556 25,771 638 1,020,356 66,521 1,823,704 CURRENT LIABILITIES Long-term debt & preferred stock due in one year - - - - 105,114 Short-term borrowings 12,595 (130) 12,465(C) - 170,248 Accounts payable and other accruals 677 - 40,146(C) - 133,405 Accrued interest 783 - 2,123(C) - 16,247 Dividends payable - - 13,682(C) - 16,668 Accrued taxes - - - 16,357(C) 15,151 14,055 (130) 68,416 16,357 456,833 OTHER Nuclear decommissioning liability - - - - 379,179 Deferred income taxes (507) (147) - - 652,846 Deferred investment tax credits - - - - 51,211 Miscellaneous 873 - 16,036(B) - 84,244 366 (147) 16,036 - 1,167,480 $ 40,192 $361 $1,104,808 $82,878 $3,448,017
5 of 9 E X H I B I T A PORTLAND GENERAL CORPORATION AND SUBSIDIARIES ELIMINATION ENTRIES (THOUSANDS OF DOLLARS) DEBIT CREDIT (A) Equity in earnings of subsidiaries $ 82,892 Investment in and advances to affiliates $ 32,436 Dividends declared 50,456 To reverse equity in earnings and dividends of subsidiaries. (B) Common stock 215,945 Other paid-in capital 721,519 Other - miscellaneous 16,036 Retained earnings 16,065 Investment in and advances to subsidiaries 937,435 To eliminate the investment in subsidiaries, as adjusted in the preceding entry, against the common equity balances of the subsidiaries. (C) Net assets of discontinued real estate operations 1,241 Short-term borrowings 12,465 Accounts payable and other accruals 40,146 Accrued interest 2,123 Dividends payable 13,682 Conservation loans and other 512 Accrued taxes 16,357 Accounts and notes receivable 51,041 Advances to subsidiaries 289 To eliminate intercompany receivables and payables. (D) Operating revenues 8,143 Other (net of income taxes) 596 Administrative and other 7,451 Interest expense 1,161 Tax - other than income tax 127 To eliminate intercompany revenues and expenses. 6 of 9 E X H I B I T A PORTLAND GENERAL CORPORATION AND SUBSIDIARIES ELIMINATION ENTRIES (CONTINUED) (THOUSANDS OF DOLLARS) DEBIT CREDIT (E) Preferred dividend requirement of subsidiary 9,644 Preferred dividend requirement 9,644 To reclassify preferred dividend requirement of Portland General Electric Company. SUBSIDIARIES NOT SHOWN ON CONSOLIDATING FINANCIAL STATEMENTS The following subsidiaries, which are not shown on the consolidating financial statements, are immaterial in relation to the consolidated financial statements of Portland General Corporation. PERCENT OF PERCENT OF CONSOLIDATED CONSOLIDATED COMPANY REVENUES ASSETS 121 S.W. Salmon St. Corporation 0.64% 0.21% Tule Hub Services Company - .010% Bonneville Pacific Corporation and Subsidiaries (Combined) (1) n/a n/a (1) Portland General Holdings has a 46% interest in Bonneville Pacific Corp. (BPC) who has filed for protection under Chapter 11 of the federal Bankruptcy Code. BPC has not made available any financial information. 7 of 9 E X H I B I T B (Thousands of Dollars) 1. Total Assets $3,448,017 2. Total Operating Revenues $ 983,582 3. Net Income $ 81,036 E X H I B I T C Organizational chart showing relationship of each EWG or foreign utility to associate companies in the holding-company system. None. 8 of 9 The above-named Claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 13th day of May 1996. Portland General Corporation By /S/ JOSEPH M. HIRKO Joseph M. Hirko Senior Vice President, Chief Financial Officer Corporate Seal Attest: /S/ STEVEN F. MCCARREL Steven F. McCarrel Assistant Secretary Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed: Steven F. McCarrel Assistant Secretary 121 S.W. Salmon Street Portland, Oregon 97204 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----