
DEFINITIONS This section provides a list of abbreviations and acronyms used throughout the document for clarity and conciseness - This section provides a list of abbreviations and acronyms used throughout the document for clarity and conciseness11 PART I — FINANCIAL INFORMATION This part encompasses the unaudited condensed consolidated financial statements and management's detailed discussion and analysis of the company's financial condition and operational results Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements, including statements of income, balance sheets, and cash flows, along with detailed notes providing context on the company's business, accounting policies, and significant financial items for the quarter ended March 31, 2021 Condensed Consolidated Statements of Income and Comprehensive Income This section details the company's financial performance, showing an increase in net income and total revenues for the three months ended March 31, 2021 Condensed Consolidated Statements of Income and Comprehensive Income (3 Months Ended March 31) | Metric | 2021 (Million $) | 2020 (Million $) | Change ($M) | Change (%) | | :--------------------------------- | :---------------- | :---------------- | :---------- | :--------- | | Revenues, net | 612 | 564 | 48 | 8.5% | | Total revenues | 609 | 573 | 36 | 6.3% | | Total operating expenses | 476 | 440 | 36 | 8.2% | | Income from operations | 133 | 133 | 0 | 0.0% | | Net income | 96 | 81 | 15 | 18.5% | | Comprehensive income | 96 | 82 | 14 | 17.1% | | Earnings per share—Basic and diluted | 1.07 | 0.91 | 0.16 | 17.6% | - Net income increased by $15 million (18.5%) to $96 million for the three months ended March 31, 2021, compared to $81 million in the same period of 202015 - Total revenues grew by $36 million (6.3%) to $609 million, while total operating expenses also increased by $36 million (8.2%) to $476 million15 Condensed Consolidated Balance Sheets This section presents the company's financial position, highlighting stable total assets, an increase in shareholders' equity, and a decrease in total liabilities as of March 31, 2021 Condensed Consolidated Balance Sheets (As of March 31, 2021 vs. December 31, 2020) | Metric | March 31, 2021 (Million $) | December 31, 2020 (Million $) | Change ($M) | Change (%) | | :-------------------------------- | :-------------------------- | :--------------------------- | :---------- | :--------- | | Total current assets | 622 | 721 | (99) | (13.7)% | | Electric utility plant, net | 7,616 | 7,539 | 77 | 1.0% | | Total assets | 9,069 | 9,069 | 0 | 0.0% | | Total current liabilities | 774 | 815 | (41) | (5.0)% | | Total liabilities | 6,394 | 6,456 | (62) | (1.0)% | | Total shareholders' equity | 2,675 | 2,613 | 62 | 2.4% | | Total liabilities and shareholders' equity | 9,069 | 9,069 | 0 | 0.0% | - Total assets remained stable at $9,069 million, with a decrease in current assets largely offset by an increase in electric utility plant, net17 - Total shareholders' equity increased by $62 million (2.4%) to $2,675 million, while total liabilities decreased by $62 million (1.0%) to $6,394 million20 Condensed Consolidated Statements of Cash Flows This section outlines the company's cash movements, indicating increased cash from operations and a significant shift to cash used in financing activities for the three months ended March 31, 2021 Condensed Consolidated Statements of Cash Flows (3 Months Ended March 31) | Metric | 2021 (Million $) | 2020 (Million $) | Change ($M) | | :--------------------------------------- | :---------------- | :---------------- | :---------- | | Net cash provided by operating activities | 168 | 155 | 13 | | Net cash used in investing activities | (162) | (157) | (5) | | Net cash provided by (used in) financing activities | (128) | 2 | (130) | | Increase (Decrease) in cash and cash equivalents | (122) | — | (122) | | Cash and cash equivalents, end of period | 135 | 30 | 105 | - Net cash provided by operating activities increased by $13 million to $168 million for the three months ended March 31, 202121 - Net cash used in financing activities shifted from a $2 million inflow in 2020 to a $128 million outflow in 2021, primarily due to debt repayments and borrowings22 Notes to Condensed Consolidated Financial Statements This section provides essential context and detailed explanations for the figures presented in the condensed consolidated financial statements NOTE 1: BASIS OF PRESENTATION Portland General Electric Company (PGE) operates as a vertically-integrated electric utility in Oregon, serving 909,000 retail customers as of March 31, 2021. The unaudited condensed consolidated financial statements are prepared in accordance with SEC regulations and GAAP, with management's estimates and assumptions affecting reported amounts - PGE is a vertically-integrated electric utility engaged in generation, purchase, transmission, distribution, and retail sale of electricity in Oregon, serving 909,000 retail customers as of March 31, 202124 - Interim financial results may not be representative of full-year expectations due to seasonal fluctuations in electricity sales and wholesale energy/natural gas prices29 NOTE 2: REVENUE RECOGNITION PGE's total revenues increased to $609 million for the three months ended March 31, 2021, from $573 million in the prior year, primarily driven by higher retail revenues, while wholesale revenues decreased. Retail revenues are disaggregated by customer type (residential, commercial, industrial, direct access) and are regulated by the OPUC Disaggregated Revenue by Customer Type (3 Months Ended March 31) | Revenue Type | 2021 (Million $) | 2020 (Million $) | Change ($M) | Change (%) | | :-------------------------------- | :---------------- | :---------------- | :---------- | :--------- | | Retail: Residential | 310 | 279 | 31 | 11.1% | | Retail: Commercial | 162 | 159 | 3 | 1.9% | | Retail: Industrial | 60 | 51 | 9 | 17.6% | | Retail: Direct access customers | 11 | 11 | 0 | 0.0% | | Total retail revenues | 553 | 514 | 39 | 7.6% | | Wholesale revenues | 33 | 47 | (14) | (29.8)% | | Other operating revenues | 23 | 12 | 11 | 91.7% | | Total revenues | 609 | 573 | 36 | 6.3% | - PGE is considered an agent for certain public benefit programs (e.g., conservation, low-income housing), collecting and remitting funds to third parties, so these amounts are presented on a net basis and not included in Revenues, net35 - Wholesale revenues decreased by $14 million, or 30%, primarily due to 27% lower wholesale sales volume and a 3% decline in average wholesale sales prices215 NOTE 3: BALANCE SHEET COMPONENTS Key balance sheet components show a decrease in cash and cash equivalents, a slight decrease in accounts receivable, and an increase in electric utility plant, net. Regulatory assets increased, notably due to incremental storm costs, while current portion of long-term debt decreased significantly due to a repayment Selected Balance Sheet Components (As of March 31, 2021 vs. December 31, 2020) | Asset/Liability | March 31, 2021 (Million $) | December 31, 2020 (Million $) | Change ($M) | Change (%) | | :-------------------------------- | :-------------------------- | :--------------------------- | :---------- | :--------- | | Cash and cash equivalents | 135 | 257 | (122) | (47.5)% | | Accounts receivable, net | 268 | 271 | (3) | (1.1)% | | Electric utility plant, net | 7,616 | 7,539 | 77 | 1.0% | | Regulatory assets—noncurrent | 591 | 569 | 22 | 3.9% | | Current portion of long-term debt | 20 | 160 | (140) | (87.5)% | | Short-term debt | 200 | 150 | 50 | 33.3% | - Incremental storm costs of $41 million were recorded as a noncurrent regulatory asset as of March 31, 2021, related to the February winter storms, with recovery probable but subject to OPUC discretion45 - PGE repaid a $140 million scheduled long-term debt on January 6, 2021, and obtained a new $200 million unsecured 364-day term loan on March 31, 2021, using proceeds to repay a prior $150 million term loan5355 NOTE 4: FAIR VALUE OF FINANCIAL INSTRUMENTS PGE classifies financial assets and liabilities based on a fair value hierarchy (Level 1, 2, 3). As of March 31, 2021, total assets measured at fair value were $191 million and total liabilities were $138 million, with significant portions in Level 2 and Level 3, particularly for price risk management activities Fair Value of Financial Instruments (Million $) | Category | March 31, 2021 | December 31, 2020 | | :--------------------------------------- | :------------- | :---------------- | | Total Assets at Fair Value | 191 | 354 | | Total Liabilities at Fair Value | 138 | 151 | | Level 3 Assets (Price Risk Management) | 7 | 5 | | Level 3 Liabilities (Price Risk Management) | 124 | 142 | - Level 3 assets and liabilities from price risk management activities, primarily long-term commodity forwards, futures, and swaps, are valued using internally-developed long-term price curves and regression techniques for unobservable future prices7375 - The estimated aggregate fair value of PGE's long-term debt was $3,359 million as of March 31, 2021, compared to a carrying amount of $2,906 million79 NOTE 5: RISK MANAGEMENT PGE uses derivative instruments to manage commodity price and foreign exchange rate risks, recording them at fair value with gains/losses deferred as regulatory assets/liabilities. Net unrealized losses on derivatives are expected to become realized through 2035. The company faces potential collateral requests if credit ratings are downgraded Derivative Assets and Liabilities from Price Risk Management Activities (Million $) | Derivative Assets/Liabilities | March 31, 2021 | December 31, 2020 | Change ($M) | Change (%) | | :-------------------------------- | :------------- | :---------------- | :---------- | :--------- | | Total derivative assets | 65 | 45 | 20 | 44.4% | | Total derivative liabilities | 138 | 151 | (13) | (8.6)% | - Net realized and unrealized losses (gains) on derivative transactions not designated as hedging instruments resulted in a net gain of $39 million for the three months ended March 31, 2021, compared to net losses of $42 million in the same period of 2020, offset by regulatory accounting effects85 - If PGE's unsecured debt rating falls below investment grade, the company could be required to post an additional $33 million in collateral for a single agency downgrade, or $119 million for a dual agency downgrade, as of March 31, 20218687246 NOTE 6: EARNINGS PER SHARE Basic and diluted earnings per share increased to $1.07 for the three months ended March 31, 2021, from $0.91 in the prior year, reflecting higher net income. The calculation includes weighted-average common shares outstanding and dilutive potential common shares Weighted-Average Common Shares Outstanding (3 Months Ended March 31) | Metric | 2021 (Thousands) | 2020 (Thousands) | Change (Thousands) | Change (%) | | :--------------------------------------- | :--------------- | :--------------- | :----------------- | :--------- | | Weighted-average common shares outstanding—basic | 89,556 | 89,429 | 127 | 0.1% | | Dilutive effect of potential common shares | 147 | 150 | (3) | (2.0)% | | Weighted-average common shares outstanding—diluted | 89,703 | 89,579 | 124 | 0.1% | - Unvested performance-based restricted stock units (373 thousand shares in 2021, 301 thousand in 2020) were excluded from diluted EPS calculation as performance goals had not been met91 NOTE 7: SHAREHOLDERS' EQUITY Total shareholders' equity increased to $2,675 million as of March 31, 2021, from $2,613 million at December 31, 2020, primarily due to net income of $96 million, partially offset by dividends declared of $36 million Shareholders' Equity Activity (Million $) | Metric | March 31, 2021 | December 31, 2020 | Change ($M) | | :-------------------------------- | :------------- | :---------------- | :---------- | | Common Stock | 1,233 | 1,231 | 2 | | Retained earnings | 1,453 | 1,393 | 60 | | Total shareholders' equity | 2,675 | 2,613 | 62 | - Net income of $96 million and stock-based compensation of $2 million contributed to equity, while $36 million was paid in dividends for the three months ended March 31, 202193 NOTE 8: CONTINGENCIES PGE is involved in various legal, regulatory, and environmental proceedings, including an EPA investigation of Portland Harbor, Clean Water Act claims, securities class action lawsuits, and shareholder derivative lawsuits. The company cannot reasonably estimate the potential loss for most of these matters due to early stages or significant uncertainties, though costs related to Portland Harbor are mitigated by the PHERA mechanism - PGE is a Potentially Responsible Party (PRP) in the EPA's Portland Harbor Superfund site remediation, with an estimated total cost of $1.7 billion. PGE cannot reasonably estimate its portion of liability due to significant uncertainties, but costs are mitigated by the PHERA mechanism101104107 - The Deschutes River Alliance lawsuit alleging Clean Water Act violations related to the Pelton/Round Butte Hydroelectric Project is on appeal to the Ninth Circuit Court of Appeals, with oral argument set for May 7, 2021108113 - Multiple securities class action and shareholder derivative lawsuits have been filed against PGE and its officers/directors, alleging misstatements and inadequate internal controls related to energy trading losses. These cases are in early stages, and outcomes or loss estimates are currently unpredictable114116117118119 - The Commodity Futures Trading Commission (CFTC) and the SEC are conducting investigations arising from the energy trading losses announced in August 2020, with PGE cooperating120 NOTE 9: GUARANTEES PGE has indemnification provisions in financial and purchase/sale agreements, but the maximum obligation cannot be reasonably estimated. Management believes the likelihood of incurring significant losses under these indemnities is remote and no liability has been recorded - PGE's indemnification provisions in financial and purchase/sale agreements do not explicitly state a maximum obligation, making the overall maximum amount of the obligation not reasonably estimable123 - Management believes the likelihood of incurring significant losses under such indemnification provisions is remote, and no liability has been recorded as of March 31, 2021123 NOTE 10: INCOME TAXES PGE's effective tax rate decreased significantly to 8.6% for the three months ended March 31, 2021, from 18.2% in 2020, primarily due to federal tax credits, state and local taxes, and a local tax flow-through adjustment that resulted in a regulatory asset deferral Effective Tax Rate Components (3 Months Ended March 31) | Tax Rate Component | 2021 | 2020 | | :--------------------------------------- | :--- | :--- | | Federal statutory tax rate | 21.0 % | 21.0 % | | Federal tax credits | (8.9) % | (10.9) % | | State and local taxes, net of federal tax benefit | 8.8 % | 7.4 % | | Local tax flow-through adjustment | (8.2) % | — | | Effective tax rate | 8.6 % | 18.2 % | - A $9 million regulatory asset was recognized to defer previously recorded deferred income tax expenses on a local flow-through tax, resulting in a corresponding credit to Income tax expense125 - Federal tax credit carryforwards were $79 million as of March 31, 2021, primarily from production tax credits (PTCs) from wind-powered facilities, eligible until various dates through 2041126 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides an in-depth analysis of PGE's business environment, operational results, and financial condition, highlighting the impacts of recent ice storms, the company's strategic initiatives for decarbonization and grid modernization, and detailed financial performance for the quarter, including revenues, expenses, and cash flows Forward-Looking Statements This section cautions that forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from projections - Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed128 - Key risk factors include governmental policies, economic conditions, changing customer expectations, legal and regulatory proceedings (e.g., Note 8), unseasonable weather, operational factors, capital market conditions, environmental laws, and cybersecurity attacks129 OVERVIEW This section discusses the impact of recent ice storms, the company's commitment to decarbonization, and the financial effects of the COVID-19 pandemic - The February 2021 ice storms caused significant damage, leading to an estimated $87 million in incremental costs ($33 million capital, $54 million operating expenses), with $41 million of operating expenses deferred for potential OPUC recovery136137 - PGE joined The Climate Pledge, committing to net-zero annual carbon emissions by 2040, a decade ahead of the Paris Agreement's goal141 - The company's strategy includes decarbonizing power supply (80% GHG reduction by 2030, aspirational zero by 2040), electrifying other economic sectors, and improving business efficiency and reliability139144 - PGE ceased coal-fired operations at its Boardman plant in October 2020 and is evaluating earlier closure of Colstrip Units 3 and 4, proposing accelerated depreciation through 2027146148 - The COVID-19 pandemic led to increased bad debt expense and lost revenue, with $10 million in costs deferred as of March 31, 2021, for potential OPUC recovery167169 - The decoupling mechanism resulted in an estimated $2 million refund to residential customers and a $3 million collection from commercial customers for Q1 2021, reflecting increased residential use and decreased commercial use due to COVID-19177 Operating Activities This section analyzes energy deliveries by customer type, sources of energy, and net variable power costs for the reporting period Energy Deliveries (MWhs in thousands) (3 Months Ended March 31) | Energy Deliveries (MWhs in thousands) | 2021 | 2020 | % Increase (Decrease) | | :------------------------------------ | :--- | :--- | :-------------------- | | Retail: Residential | 2,239 | 2,131 | 5.1 % | | Retail: Commercial | 1,564 | 1,626 | (3.8)% | | Retail: Industrial | 897 | 810 | 10.7 % | | Total retail energy deliveries | 5,209 | 5,092 | 2.3 % | | Wholesale energy deliveries | 1,245 | 1,693 | (26.5)% | | Total energy deliveries | 6,454 | 6,785 | (4.9)% | - Residential energy deliveries increased due to more time spent at home during the pandemic, while commercial deliveries declined. Industrial deliveries grew, primarily in high-tech and digital services sectors185 Sources of Energy (MWhs in thousands) (3 Months Ended March 31) | Source of Energy (MWhs in thousands) | 2021 | 2020 | Change (MWhs) | Change (%) | | :----------------------------------- | :--- | :--- | :------------ | :--------- | | Total generation | 3,814 | 4,573 | (759) | (16.6)% | | Total purchased power | 2,423 | 2,013 | 410 | 20.4% | | Total system load | 6,237 | 6,586 | (349) | (5.3)% | - Actual Net Variable Power Costs (NVPC) for Q1 2021 were $13 million below baseline, and for the full year 2021, NVPC is estimated to be below the deadband, with no estimated refund to customers expected under the PCAM205221 Critical Accounting Policies This section refers to the company's Annual Report on Form 10-K for a comprehensive discussion of its critical accounting policies - The Company's critical accounting policies are outlined in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2020202 Results of Operations This section provides a detailed breakdown of the drivers behind changes in net income, revenues, and operating expenses for the three months ended March 31, 2021 Results of Operations (3 Months Ended March 31) | Metric | 2021 (Million $) | 2020 (Million $) | Change ($M) | Change (%) | | :--------------------------------- | :---------------- | :---------------- | :---------- | :--------- | | Total revenues | 609 | 573 | 36 | 6% | | Purchased power and fuel | 169 | 153 | 16 | 10% | | Gross margin | 440 | 420 | 20 | 5% | | Income from operations | 133 | 133 | 0 | 0% | | Net income | 96 | 81 | 15 | 19% | - Net income increased by $15 million, driven by a $9 million decrease in income tax expense, $7 million from resale of excess natural gas, $4 million from Wheatridge revenue, and $4 million from non-qualified benefit trust gains, partially offset by a $12 million decrease in wholesale revenues and a $2 million increase in purchased power and fuel expense209 - Total retail revenues increased by $39 million, primarily due to the Annual Update Tariff (AUT) ($17 million), recovery of storm-related expenses ($12 million), higher retail energy deliveries ($11 million), and Wheatridge being placed into service ($6 million), partially offset by a $12 million decrease from alternative revenue programs (decoupling)213 - Purchased power and fuel expense increased by $16 million, driven by a 19% increase in the average cost of purchased power and a 20% increase in purchased power volume, partially offset by a 17% decrease in company-owned generation due to Boardman retirement and lower hydro/wind production217 - Generation, transmission and distribution expenses increased by $7 million, primarily due to $12 million in January and February storm costs recovered via the storm cost recovery mechanism, partially offset by lower maintenance expenses222 - Administrative and other expenses increased by $15 million, mainly due to higher legal and professional service expenses ($5 million), higher employee wage and benefits ($4 million), and an increase in bad debt expense ($3 million)223 LIQUIDITY AND CAPITAL RESOURCES This section assesses the company's cash flows, projected capital expenditures, available liquidity, and credit ratings Cash Flows (3 Months Ended March 31) | Cash Flow Source | 2021 (Million $) | 2020 (Million $) | Change ($M) | | :--------------------------------------- | :---------------- | :---------------- | :---------- | | Net cash provided by operating activities | 168 | 155 | 13 | | Net cash used in investing activities | (162) | (157) | (5) | | Net cash provided by (used in) financing activities | (128) | 2 | (130) | - PGE estimates 2021 capital expenditures (excluding AFDC) at $700 million, including $100 million for the Integrated Operations Center (IOC), to be funded by cash from operations ($600 million-$650 million) and up to $350 million in long-term debt231234237 Available Liquidity (As of March 31, 2021) | Liquidity Source | Amount (Million $) | | :----------------------- | :------------------ | | Revolving credit facility | 500 | | Letters of credit | 145 | | Cash and cash equivalents | 135 | | Total liquidity | 780 | - The common equity ratio was 46.3% as of March 31, 2021, compared to 45.0% at December 31, 2020, with a long-term objective of approximately 50%244 - PGE's secured and unsecured debt maintains investment-grade credit ratings (Moody's: A1/A3, S&P: A/BBB+). A single agency downgrade could require $33 million in additional collateral, and a dual downgrade could require $119 million245246 Item 3. Quantitative and Qualitative Disclosures About Market Risk PGE is exposed to market risks from fluctuations in commodity prices, foreign currency exchange rates, and interest rates, as well as credit risk. There have been no material changes to these market or credit risks since the company's Annual Report on Form 10-K for the year ended December 31, 2020 - PGE is exposed to various forms of market risk, including commodity prices, foreign currency exchange rates, interest rates, and credit risk253 - There have been no material changes to market risks or credit risk affecting the Company from those set forth in its Annual Report on Form 10-K for the year ended December 31, 2020253 Item 4. Controls and Procedures PGE's management, with CEO and CFO participation, concluded that the company's disclosure controls and procedures were effective as of March 31, 2021. No material changes in internal control over financial reporting occurred during the reporting period - PGE's management, under the supervision of its CEO and CFO, concluded that disclosure controls and procedures were effective as of March 31, 2021254 - There were no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting during the period255 PART II — OTHER INFORMATION This part includes disclosures on legal proceedings, risk factors, shareholder matters, and a list of exhibits filed with the report Item 1. Legal Proceedings This section refers to Note 8, "Contingencies," in the financial statements for detailed information regarding the company's legal proceedings - Information regarding legal proceedings is provided in Note 8, Contingencies, within the Notes to Condensed Consolidated Financial Statements257 Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in PGE's Annual Report on Form 10-K for the year ended December 31, 2020 - There have been no material changes to PGE's risk factors set forth in its Annual Report on Form 10-K for the year ended December 31, 2020258 Item 5. Other Information At its April 28, 2021 annual meeting, shareholders elected all director nominees, approved the compensation of named executive officers, and ratified Deloitte & Touche LLP as the independent auditor for 2021 - All director nominees were elected at the 2021 annual meeting of shareholders held on April 28, 2021260 - Shareholders approved the compensation of the Company's named executive officers with 77,823,690 votes cast for the proposal261 - Deloitte & Touche LLP was ratified as the Company's independent registered public accounting firm for the year ending December 31, 2021261 Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including organizational documents, credit agreements, certifications, and XBRL taxonomy documents - The report includes exhibits such as the Third Amended and Restated Articles of Incorporation, Eleventh Amended and Restated Bylaws, a Credit Agreement dated March 31, 2021, CEO/CFO certifications, and XBRL taxonomy documents263 SIGNATURE The report was duly signed on April 29, 2021, by James A. Ajello, Senior Vice President of Finance, Chief Financial Officer, and Treasurer of Portland General Electric Company - The report was signed by James A. Ajello, Senior Vice President of Finance, Chief Financial Officer and Treasurer, on April 29, 2021267