SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from ________________ to _______________
<TABLE>
<CAPTION>
<S> <C> <C>
Registrant; State of Incorporation; IRS Employer
COMMISSION FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
1-5532 PORTLAND GENERAL CORPORATION 93-0909442
(an Oregon Corporation)
121 SW Salmon Street
Portland, Oregon 97204
(503) 464-8820
1-5532-99 PORTLAND GENERAL ELECTRIC COMPANY 93-0256820
(an Oregon Corporation)
121 SW Salmon Street
Portland, Oregon 97204
(503) 464-8000
</TABLE>
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S><C> <C>
Name of each exchange
TITLE OF EACH CLASS ON WHICH REGISTERED
Portland General Corporation
Common Stock, $3.75 par value per share New York Stock Exchange
Pacific Stock Exchange
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:
Portland General Corporation
None
Portland General Electric Company,
7.75% Series, Cumulative Preferred Stock, no par value
</TABLE>
1
<PAGE>
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 ]
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 .
The aggregate market value of Portland General Corporation voting stock held by
non-affiliates of the registrant as of February 28, 1997 (based on the last
sales price on the New York Stock Exchange as of such date) was $2 billion.
The number of shares outstanding of the registrants' common stocks as of
February 28, 1997 was:
Portland General Corporation 51,391,536
Portland General Electric Company 42,758,877
(owned by Portland General Corporation)
DOCUMENT INCORPORATED BY REFERENCE
The information required to be included in Part III hereof is incorporated by
reference from Portland General Corporation's definitive proxy statement to be
filed on or about May 27, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this amendment to be signed on its behalf by the
undersigned, hereunto duly authorized.
PORTLAND GENERAL CORPORATION
(Registrants)
June 27, 1997 By /S/ JOSEPH E. FELTZ
Joseph E. Feltz
Assistant Controller
Assistant Treasurer
*Joseph M. Hirko
Sr. Vice President
Chief Financial Officer
*Signed on behalf of this person.
June 27, 1997 By /S/ JOSEPH E. FELTZ
Joseph E. Feltz
Assistant Controller
Assistant Treasurer
2
<PAGE>
PORTLAND GENERAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NUMBER EXHIBIT PGC PGE
(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]. X X
(3) ARTICLES OF INCORPORATION AND BYLAWS
* Restated Articles of Incorporation of Portland General
Corporation [Pre-effective Amendment No. 1 to Form S-4,
Registration No. 33-1987, dated December 31, 1985,
Exhibit (B)]. X
* Certificate of Amendment, dated July 2, 1987, to the
Articles of Incorporation limiting the personal
liability of directors of Portland General Corporation
[Form 10-K for the fiscal year ended December 31, 1987,
Exhibit (3)]. X
* Copy of Articles of Incorporation of Portland General
Electric Company [Registration No. 2-85001, Exhibit (4)]. X
* 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)]. X
* Form of Articles of Amendment of the New Preferred
Stock of Portland General Electric Company
[Registration No. 33-21257, Exhibit (4)]. X
* Bylaws of Portland General Corporation as amended on
February 5, 1991 [Form 10-K for the fiscal year
ended December 31, 1990, Exhibit (10)]. X
* 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)]. X
(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;
</TABLE>
3
<PAGE>
PORTLAND GENERAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NUMBER EXHIBIT PGC PGE
(4) * Fortieth Supplemental Indenture, dated October 1,
CONT. 1990 [Form 10-K for the fiscal year ended December 31,
1990, Exhibit (4)]. X X
* Forty-First Supplemental Indenture dated December 1,
1991 [Form 10-K for the fiscal year ended December 31, X X
1991, Exhibit (4)].
* Forty-Second Supplemental Indenture dated April 1, 1993
[Form 10-Q for the quarter ended March 31,1993,
Exhibit (4)]. X X
* Forty-Third Supplemental Indenture dated July 1, 1993
[Form 10-Q for the quarter ended September 30, 1993,
Exhibit (4)]. X X
* Forty-Fourth Supplemental Indenture dated August 1, 1994
[Form 10-Q for the quarter ended September 30, 1994,
Exhibit (4)]. X X
* Forty-Fifth Supplemental Indenture dated May 1, 1995
[Form 10-Q for the quarter ended June 30, 1995,
Exhibit (4)]. X X
* Forty-Sixth Supplemental Indenture dated August 1, 1996
[Form 10-K for the fiscal year ended December 31, 1996,
Exhibit (4)]. X X
Other instruments which define the rights of holders of
long-term debt not required to be filed herein will be
furnished upon written request.
(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)]. X X
* 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)]. X X
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)]. X X
* Long-term Transmission Service Agreement, dated
November 5, 1985 [Form 10-K for the fiscal year
ended December 31, 1985, Exhibit (10)]. X X
</TABLE>
4
<PAGE>
PORTLAND GENERAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NUMBER EXHIBIT PGC PGE
(10) * Participation Agreement, dated December 30, 1985
CONT. [Form 10-K for the fiscal year ended December 31,
1985, Exhibit (10)]. X X
* Lease Agreement, dated December 30, 1985 [Form 10-K
for the fiscal year ended December 31, 1985,
Exhibit (10)]. X X
* PGE-Lessee Agreement, dated December 30, 1985
[Form 10-K for the fiscal year ended December 31,
1985, Exhibit (10)]. X X
* Asset Sales Agreement, dated December 30, 1985
[Form 10-K for the fiscal year ended December 31,
1985, Exhibit (10)]. X X
* 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)]. X X
* Supplemental Bill of Sale, dated December 30, 1985
[Form 10-K for the fiscal year ended December 31,
1985, Exhibit (10)]. X X
* Trust Agreement, dated December 30, 1985 [Form 10-K
for the fiscal year ended December 31, 1985, Exhibit (10)]. X X
* Tax Indemnification Agreement, dated December 30, 1985
[Form 10-K for the fiscal year ended December 31, 1985,
Exhibit (10)]. X X
* Trust Indenture, Mortgage and Security Agreement, dated
December 30, 1985 [Form 10-K for the fiscal year ended
December 31, 1985, Exhibit (10)]. X X
* 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)]. X X
* Portland General Corporation Outside Directors'
Deferred Compensation Plan, 1996 Restatement
dated January 1, 1996 [Form 10-Q for the quarter
ended June 30, 1996, Exhibit (10)]. X X
* Portland General Corporation Outside Directors'
Deferred Compensation Plan, Amendment No. 1
dated October 18, 1996 [Form 10-Q for the quarter
ended June 30, 1996, Exhibit (10)]. X X
</TABLE>
5
<PAGE>
PORTLAND GENERAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NUMBER EXHIBIT PGC PGE
(10) * Portland General Corporation Outside Directors'
CONT. Deferred Compensation Plan, 1996 Restatement,
Amendment No. 2 dated November 4, 1996
[Form 10-K for the fiscal year ended December 31,
1996, Exhibit (10)]. X X
* Portland General Corporation Retirement Plan for
Outside Directors, 1996 Restatement dated January 1, 1996
[Form 10-Q for the quarter ended June 30, 1996,
Exhibit (10)]. X X
* Portland General Corporation Outside Directors' Life
Insurance Benefit Plan, 1996 Restatement dated
January 1, 1996 [Form 10-Q for quarter ended
June 30, 1996, Exhibit (10)]. X X
* Portland General Corporation Outside Directors' Life
Insurance Benefit Plan, 1996 Restatement, Amendment
No. 1 dated September 10, 1996 [Form 10-Q for the
quarter ended September 31, 1996, Exhibit (10)]. X X
* Portland General Corporation Outside Directors' Stock
Compensation Plan, Amended and Restated December 6,
1996 [Form 10-K for the fiscal year ended December 31, X
1991, Exhibit (10)].
* Portland General Corporation Outside Directors' Stock
Compensation Plan, Amendment No. 1 dated October 2,
1996 [Form 10-K for the fiscal year ended December 31,
1996, Exhibit (10)]. X
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
* Portland General Corporation Management Deferred
Compensation Plan, 1996 Restatement dated January 1,
1996 [Form 10-Q for the quarter ended June 30, 1996,
Exhibit (10)]. X X
* Portland General Corporation Management Deferred
Compensation Plan, Amendment No. 1 dated October 18,
1996 [Form 10-Q for the quarter ended June 30, 1996,
Exhibit (10)]. X X
* Portland General Corporation Management Deferred
Compensation Plan, 1996 Restatement, Amendment No. 2
dated November 4, 1996 [Form 10-K for the fiscal year
ended December 31, 1996, Exhibit (10)]. X
* Portland General Corporation Senior Officers Life
Insurance Benefit Plan, 1996 Restatement Amendment No. 1
dated October 22, 1996 [Form 10-Q for the quarter ended
March 31, 1996, Exhibit (10)]. X X
</TABLE>
6
<PAGE>
PORTLAND GENERAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NUMBER EXHIBIT PGC PGE
(10) * Portland General Corporation Annual Incentive Master Plan
CONT. [Form 10-K for the fiscal year ended December 31, 1987,
Exhibit (10)]. X X
* Portland General Corporation 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)]. X X
* Portland General Electric Company Annual Incentive Master
Plan [Form 10-K for the fiscal year ended December 31, 1987,
Exhibit (10)]. X
* 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)]. X
* Portland General Corporation Supplemental Executive
Retirement Plan, 1996 Restatement dated January 1, 1996
[Form 10-Q for the quarter ended March 31, 1996,
Exhibit (10)]. X X
* Portland General Corporation Supplemental Executive
Retirement Plan, Amendment No. 1 dated January 1, 1991,
[Form 10-K for the fiscal year ended December 31, 1991, X X
Exhibit (10)].
* Change in Control Severance Agreement, effective October 1,
1994 [Form 10-K for the fiscal year ended December 31, 1994,
Exhibit (10)]. X X
* Portland General Corporation Amended and Restated 1990
Long-Term Incentive Master Plan, 1996 Restatement
dated September 10, 1996 [Form 10-K for the fiscal year
ended December 31, 1996, Exhibit (10)]. X
* Portland General Corporation 1990 Long-Term Incentive
Master Plan, Amendment No. 1 dated February 8, 1994
[Form 10-K for the fiscal year ended December 31, 1993,
Exhibit (10)]. X
(23) CONSENTS OF EXPERTS AND COUNSEL
Portland General Corporation Consent of Independent
Public Accountants (filed herewith). X
* Portland General Electric Company Consent of Independent
Public Accountants [Form 10-K for the fiscal year
ended December 31, 1996, Exhibit (10)]. X
</TABLE>
7
<PAGE>
PORTLAND GENERAL CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NUMBER EXHIBIT PGC PGE
(24) POWER OF ATTORNEY
* Portland General Corporation Power of Attorney
[Form 10-K for the fiscal year ended December 31, 1996,
Exhibit (24)]. X
* Portland General Electric Company Power of Attorney
[Form 10-K for the fiscal year ended December 31, 1996,
Exhibit (24)]. X
* Portland General Corporation Power of Attorney
(filed herewith). X
(99) ADDITIONAL EXHIBITS
Form 11-K relating to Employee Stock Purchase Plan of
Portland General Corporation [Form 10-K for the fiscal year
ended December 31, 1996, Exhibit (24)]. X
* Form 11-K relating to Retirement Savings Plan of Portland
General Corporation (filed herewith) X
</TABLE>
* 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 M. Hirko
Senior Vice President
Chief Financial Officer
Portland General Corporation
121 SW Salmon Street
Portland, OR 97204
8
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our reports included in this Form 11-K, into Portland General
Corporation's previously filed Registration Statement No. 33-27462 on Form
S-8, Registration Statement No. 33-40943 on Form S-8, Registration
Statement No. 33-49811 on Form S-8, Registration Statement No. 33-55321 on
Form S-3 and Registration Statement No. 33-61313 on Form S-8.
ARTHUR ANDERSEN LLP
Portland, Oregon,
June 25, 1997
POWER OF ATTORNEY
The undersigned Joseph M. Hirko, in his capacity as Senior Vice
President and Chief Financial Officer of Portland General Corporation (the
"Corporation"), hereby appoints Joseph E. Feltz, Controller of the
Corporation, as the attorney-in-fact, in any and all capacities stated
herein, to execute on behalf of the undersigned and to file with the
Securities and Exchange Commission under the Securities Exchange Act of
1934, the second amendment to Portland General Corporation's Annual Report
on Form 10-K / A, for the year ended December 31, 1996.
Dated: June 26, 1997
/S/ JOSEPH M. HIRKO
Joseph M. Hirko
POWER OF ATTORNEY -- 10-K/A
<PAGE>
Exhibit (99)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______________ to _______________
Commission file number ___________________
RETIREMENT SAVINGS PLAN
(Title of the Plan)
PORTLAND GENERAL CORPORATION
(Name of the Issuer of the Securities and Employer Sponsoring the Plan)
121 SW Salmon Street
Portland OR 97204
(Address of its Principal Executive Office)
<PAGE>
PORTLAND GENERAL CORPORATION
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1996 AND 1995
TOGETHER WITH AUDITORS' REPORT
<PAGE>
PORTLAND GENERAL CORPORATION
RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 AND 1995
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1996 AND
1995
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED
DECEMBER 31, 1996
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULE I: ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF
DECEMBER 31, 1996
SCHEDULE II: ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED
DECEMBER 31, 1996
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Portland General Corporation Retirement
Savings Plan Benefits Administration Committee:
WE HAVE AUDITED THE ACCOMPANYING STATEMENTS OF NET ASSETS AVAILABLE FOR
BENEFITS OF THE PORTLAND GENERAL CORPORATION RETIREMENT SAVINGS PLAN (THE PLAN)
AS OF DECEMBER 31, 1996 AND 1995, AND THE RELATED STATEMENT OF CHANGES IN NET
ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996. THESE
FINANCIAL STATEMENTS AND THE SCHEDULES REFERRED TO BELOW ARE THE RESPONSIBILITY
OF THE PLAN'S ADMINISTRATION. OUR RESPONSIBILITY IS TO EXPRESS AN OPINION ON
THESE FINANCIAL STATEMENTS AND SCHEDULES 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 NET ASSETS AVAILABLE FOR BENEFITS OF THE PLAN AS OF
DECEMBER 31, 1996 AND 1995, AND THE CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996, IN CONFORMITY WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES.
OUR AUDITS WERE PERFORMED FOR THE PURPOSE OF FORMING AN OPINION ON THE BASIC
FINANCIAL STATEMENTS TAKEN AS A WHOLE. THE SUPPLEMENTAL SCHEDULES OF ASSETS
HELD FOR INVESTMENT PURPOSES AND REPORTABLE TRANSACTIONS ARE PRESENTED FOR THE
PURPOSE OF ADDITIONAL ANALYSIS AND ARE NOT A REQUIRED PART OF THE BASIC
FINANCIAL STATEMENTS BUT ARE SUPPLEMENTARY INFORMATION REQUIRED BY THE
DEPARTMENT OF LABOR RULES AND REGULATIONS FOR REPORTING AND DISCLOSURE UNDER
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974. THE SUPPLEMENTAL
SCHEDULES HAVE BEEN SUBJECTED TO THE AUDITING PROCEDURES APPLIED IN THE AUDITS
OF THE BASIC FINANCIAL STATEMENTS AND, IN OUR OPINION, ARE FAIRLY STATED IN ALL
MATERIAL RESPECTS IN RELATION TO THE BASIC FINANCIAL STATEMENTS TAKEN AS A
WHOLE.
Portland, Oregon,
June 25, 1997
<PAGE>
PORTLAND GENERAL CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
ASSETS:
Investments, at fair value-
Interest in PGC Investment Trust-Master Trust
(Note 9) $258,615,927 $228,080,365
PGC common stock 89,019,645 63,892,823
Short-term investments 1,932,760 1,054,007
Loans to participants 4,333,579 4,348,071
------------ ------------
Total investments 353,901,911 297,375,266
Receivables-
Employee contributions 405,000 379,000
Employer contributions 306,500 237,500
Accrued interest 12,194 12,222
Accrued dividends 678,299 669,549
------------ ------------
Total receivables 1,401,993 1,298,271
------------ ------------
Total assets 355,303,904 298,673,537
LIABILITIES:
Note payable to PGE 2,065,185 6,215,539
------------ ------------
Total liabilities 2,065,185 6,215,539
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $353,238,719 $292,457,998
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
PORTLAND GENERAL CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
<S> <C>
ADDITIONS TO PLAN ASSETS:
Investments income-
Interest $ 400,560
Dividends 2,719,418
Net appreciation in fair value of investments 27,401,004
Income from PGC Investment Trust-Master Trust, net 28,265,122
------------
Total investment income 58,786,104
Contributions-
Employee 11,302,602
Employer 2,337,183
------------
Total contributions 13,639,785
------------
Total additions 72,425,889
DEDUCTIONS FROM PLAN ASSETS:
Payments for-
Interest expense 459,197
Investment fees 3,120
Benefits to participants 11,182,851
------------
Total deductions 11,645,168
------------
NET INCREASE 60,780,721
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 292,457,998
------------
NET ASSETS AVAILABLE FOR BENEFITS, end of year $353,238,719
============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
PORTLAND GENERAL CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996 AND 1995
1. GENERAL DESCRIPTION OF THE PLAN:
The following brief description of the Portland General Corporation (PGC or the
Company) Retirement Savings Plan (the Plan) provides general information only.
Readers should refer to the Plan Prospectus and Employee Handbook for a more
complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering substantially all employees of
PGC (Plan Sponsor) and its subsidiaries who have completed one year of service
as defined by the Plan. It is administered by the PGC Retirement Savings Plan
Benefits Administration Committee. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
TRUSTEES
The trustee for the Stable Assets, Bond, Balanced, Core Equity, Aggressive
Equity, International Equity, Loan Funds, and Model Portfolios A-E is the
Northern Trust Company (Primary Trustee). The trustee for the PGC Common Stock
Fund, the PGC nonleveraged Employee Stock Ownership Plan (ESOP), and the
Portland General Electric (PGE) leveraged ESOP is Wells Fargo, formerly First
Interstate Bank, N.A. (Secondary Trustee).
CONTRIBUTIONS
The Plan allows participating employees to contribute up to a total of 15% of
their annual base pay (before-tax and after-tax combined). The Tax Reform Act
of 1986 limits employee before-tax contributions to $9,500 and $9,240 for 1996
and 1995, respectively. These amounts may be adjusted annually based upon
changes in the consumer price index.
The employer matching contribution is 100% of the first 6% of a participant's
eligible earnings, as defined by the Plan. The matching contribution is made
entirely in whole or fractional shares of PGC Common Stock through the PGC
nonleveraged ESOP or PGE leveraged ESOP. ESOP allocations shall be valued at a
price determined by dividing by five, the sum of the closing prices of PGC
common stock on the New York Stock Exchange on the last five business days
ending on or before the 15th day of the month of the allocation. These
contributions shall be allocated to the participant accounts as of the date
that the employee contributions subject to the match are made to the Plan. The
PGC nonleveraged ESOP purchased shares on the open market totaling $112,973 in
1996. The PGE leveraged ESOP transferred shares from the unallocated fund to
the allocated fund valued at $6,037,205 in 1996.
INVESTMENT RESTRUCTURING
Effective October 1, 1994, in order to allow for additional investment options
by Plan participants, all Plan investments were transferred from the previous
Plan options to the PGC Investment Trust - Master Trust (the Master Trust).
Investments in the Master Trust were unitized, thereby allowing each of the
Plan investment options to hold shares of the Master Trust to meet standard
investment guidelines.
<PAGE>
-2-
INVESTMENT OPTIONS
Participants are offered the option of investing in seven investment funds and
five premixed portfolios held by the Master Trust. The premixed portfolios are
comprised of various combinations of the seven investment funds and are
designed to meet various investing needs. If a participant elects to invest in
Model Portfolios A-E described below, all their current funds (except employer
matching contributions) and future payroll deferrals must be invested in that
single portfolio. Employer matching contributions become participant directed
upon the participant reaching age 50 and having completed at least five years
of participation in the Plan. At that time, the participant may elect once
each year to transfer from his ESOP account an amount that does not exceed the
value of 25% of the shares of PGC stock credited to his ESOP account to
investment options other than employer stock.
The following is a description of the various fund options:
a. The Stable Assets Fund invests primarily in investment contracts whose
rate of interest is fixed by insurance companies. As of December 31,
1996 and 1995, there were 14 and 15 participating insurance companies,
respectively, with guaranteed investment contracts. In 1996 and 1995,
the Stable Assets fund invested in synthetic investment contracts (see
Note 8). The Stable Assets Fund is not guaranteed by the Plan Sponsor or
any of its subsidiaries, by the U.S. Government, or by any agency of the
U.S. Government. The Stable Assets Fund may invest in other stable
assets outside the insurance industry in order to diversify its holdings.
b. The Bond Fund invests in a diversified mix of fixed income investments.
The fund's assets consist primarily of Treasury bonds, Corporate bonds,
U.S. Government Agency securities, pass-through securities, and high-
yield debt securities.
c. The Balanced Fund portfolio is a combination of two funds. The Balanced
Fund targets a 60% allocation to a Common Stock Fund with the remainder
allocated to a Fixed Income Securities Fund (a bond fund).
d. The Core Equity Fund consists primarily of a diversified portfolio of
large capitalization common stocks domiciled in the United States.
e. The Aggressive Equity Fund consists primarily of a diversified portfolio
of intermediate to smaller capitalization common stocks domiciled in the
United States. In addition, this fund may also invest in stocks of
distressed companies where a turnaround is likely.
f. The International Equity Fund is a diversified portfolio issued by
companies with headquarters outside of the United States. Asset
allocation emphasizes Europe, Australia, and the Far East.
g. Model Portfolios
Portfolio A is an ultraconservative fund with the highest concentration
in the Stable Assets and Bond Funds.
Portfolio B is a conservative fund with the highest concentration in the
Stable Assets, Bond, and Core Equity Funds.
Portfolio C is a moderate fund with a higher concentration of equities
while still maintaining a high concentration of the Stable Assets and
Bond Funds.
Portfolio D is an aggressive fund with a still higher concentration in
the Core Equity, Aggressive Equity, and International Equity Funds.
Portfolio E is an ultra-aggressive fund investing only in the Core
Equity, Aggressive Equity, and International Equity Funds.
<PAGE>
-3-
h. PGC Common Stock Fund and ESOPs
The PGC Common Stock Fund invests in PGC Common Stock. Based upon
participant contributions, dividend reinvestments, transfers, and
withdrawals, the Secondary Trustee may buy or sell shares on the open
market.
The PGC Nonleveraged ESOP invests in PGC Common Stock based upon employer
matching contributions for PGC employee participants.
The PGE Leveraged ESOP invests in PGC Common Stock based upon employer
matching contributions for PGE employee participants. The Leveraged ESOP
borrowed $36 million in late 1990 from PGE, a wholly owned subsidiary of
the Plan Sponsor, to fund the purchase of PGC Common Stock for PGE
employees. Funding for debt service is accomplished through dividends,
interest, and PGE contributions. The debt is secured by the unallocated
shares of PGC common stock. Annual fixed interest is 9.0%, and the debt
matures on October 17, 2000. There are no fixed minimum annual payments
due. PGE management periodically evaluates the availability of shares in
the leveraged ESOP for future allocation. Management may make additional
loans to the Trust or contribute cash for stock purchases, as deemed
necessary.
LOAN FUND
This fund records the issuance and repayment of loan principal and related
interest over the life of loans issued to participants. The loan program
allows active employees participating in the Plan to borrow up to one-half the
value of their account, but not more than $50,000, over a maximum term of 60
months. Participants pay interest to their account based upon the share
secured interest rate of the Electra Credit Union. The interest rate ranges on
outstanding loans at December 31, 1996 was 6.0% to 7.33% and had maturity dates
ranging from 1997 to 2001.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocation of (a) the Plan Sponsor's matching contribution (ESOP only) and (b)
net Plan earnings. Allocations are based upon participant earnings (eligible
compensation) or account balances, as defined by the Plan. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's account. Participants are immediately vested in their accounts.
PAYMENT OF BENEFITS
The full value of the account is payable upon termination of employment,
retirement, disability, or death. Retirees and former employees may choose to
leave all or part of the full value of the account in the Plan up to age
70-1/2. After age 70-1/2, the Internal Revenue Service (IRS) required minimum
distribution criteria must be met. No additional contributions may be made
after retirement, termination, or death. For the year ended December 31, 1996,
participant disbursements are transferred from the employees' investment
elections to the Stable Assets Fund for distribution. Participant
distributions of PGC common stock are disbursed directly from the ESOPs and PGC
Common Stock Fund. For cash distribution of participants' investment in the
PGE Leveraged ESOP, PGC common stock is repurchased from the participant.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The accompanying financial statements are prepared on the accrual basis of
accounting.
<PAGE>
-4-
USE OF ESTIMATES
Management makes estimates and assumptions when preparing the financial
statements in conformity with generally accepted accounting principles. These
estimates and assumptions effect the amounts reported in the accompanying
financial statements and the notes thereto. Actual results could differ from
those estimates.
INVESTMENT VALUATION
Investments are recorded at quoted market prices or at estimated fair value.
Many factors are considered in arriving at fair value. In general, however,
corporate bonds are valued based on yields currently available on comparable
securities of issuers with similar credit ratings. Investments in certain
restricted common stocks are valued at the quoted market price of the issuer's
unrestricted common stock less an appropriate discount. If a quoted market
price for unrestricted common stock of the issuer is not available, restricted
common stocks are valued at a multiple of current earnings less an appropriate
discount. The multiple chosen is consistent with multiples of similar
companies based on current market prices. Investment contracts with insurance
companies are stated at contract value (see Note 7). Participant loans are
stated at cost, which approximates fair value.
INCOME RECOGNITION
The difference in fair value from one period to the next is recognized and
included in net appreciation in fair value of investments in the accompanying
statement of changes in net assets available for plan benefits. The net
appreciation in fair value of investments also included realized gains and
losses.
For assets held outside the Master Trust, interest income is recorded on the
accrual basis and dividend income is recorded on the ex-dividend date.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
ADMINISTRATIVE EXPENSES
The Plan Sponsor pays administrative fees of the Plan, including trustee,
record keeper and audit fees. The Master Trust pays investment
management fees, brokerage fees, commissions and other costs associated with
the administration of the Master Trust. Participants pay recordkeeper fees
associated with their loans.
3. TAX STATUS:
The IRS has determined and informed the Company by a letter dated May 23, 1995
that the Plan and related trust are designed in accordance with applicable
sections of the Internal Revenue Code (IRC). In the opinion of the Plan's
administrator, the Plan is designed and is currently being operated in
compliance with the applicable provisions of the IRC.
4. RELATED PARTY TRANSACTIONS:
Certain Plan investments are shares in funds managed by Northern Trust Company
and Wells Fargo. Northern Trust Company and Wells Fargo are the trustees as
defined by the Plan and, therefore, these investments and investment
transactions qualify as party-in-interest transactions. As the Plan holds
common stock of the sponsor as an investment, these investments and investment
transactions also qualify as party-in-interest transactions.
<PAGE>
-5-
5. RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS BY INVESTMENT OPTION:
Following are PGC Retirement Savings Plan financial statements with investment
fund option information as of December 31, 1996 and 1995, and for the year
ended December 31, 1996.
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Inter-
Loan Stable Bond Balanced Core Equity Aggressive national
FUND ASSETS FUND FUND FUND FUND EQUITY FUND EQUITY FUND
ASSETS:
Investment, at fair value-
Interest in PGC
Investment
Trust-Master Trust $ - $69,845,954 $2,579,690 $5,336,580 $52,200,125 $16,613,676 $4,267,337
PGC common stock - - - - - - -
Short-term investments - 573,628 44,324 51,159 296,577 128,691 46,595
Loans to participants 4,333,579 - - - - - -
---------- ----------- ---------- ---------- ----------- ----------- ----------
Total investments 4,333,579 70,419,582 2,624,014 5,387,739 52,496,702 16,742,367 4,313,932
Receivables-
Employee contributions - 61,000 2,000 10,000 73,000 30,000 9,000
Employer contributions - - - - - - -
Accrued interest - 1,844 121 187 966 438 186
Accrued dividends - - - - - - -
---------- ----------- ---------- ---------- ----------- ----------- ----------
Total receivables - 62,844 2,121 10,187 73,966 30,438 9,186
---------- ----------- ---------- ---------- ----------- ----------- ----------
Total assets 4,333,579 70,482,426 2,626,135 5,397,926 52,570,668 16,772,805 4,323,118
LIABILITIES:
Note payable to PGE - - - - - - -
---------- ----------- ---------- ---------- ----------- ----------- ----------
Total liabilities - - - - - - -
---------- ----------- ---------- ---------- ----------- ----------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $4,333,579 $70,482,426 $2,626,135 $5,397,926 $52,570,668 $16,772,805 $4,323,118
========== =========== ========== ========== =========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------------------------
Model Portfolios
------------------------------------------------------------- PGC Common Nonleveraged Leveraged
A B C D E STOCK FUND PGC ESOP PGE ESOP
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investment, at fair value-
Interest in PGC
Investment
Trust-Master Trust $2,471,839 $5,493,763 $30,693,816 $46,316,257 $22,796,890 $ - $ $ -
PGC common stock - - - - - 7,845,657 257,000 5,681,000
Short-term investments 33,686 43,625 191,298 320,090 172,376 18,320 - -
Loans to participants - - - - - - - -
---------- ---------- ----------- ----------- ----------- ---------- -------- ----------
Total investments 2,505,525 5,537,388 30,885,114 46,636,347 22,969,266 7,863,977 257,000 5,681,000
Receivables-
Employee contributions 3,000 8,000 50,000 98,000 54,000 7,000 - -
Employer contributions - - - - - - - -
Accrued interest 109 177 672 1,138 653 115 - -
Accrued dividends - - - - - 59,776 - -
---------- ---------- ----------- ----------- ----------- ---------- -------- ----------
Total receivables 3,109 8,177 50,672 99,138 54,653 66,891 - -
---------- ---------- ----------- ----------- ----------- ---------- -------- ----------
Total assets 2,508,634 5,545,565 30,935,786 46,735,485 23,023,919 7,930,868 257,000 5,681,000
LIABILITIES:
Note payable to PGE - - - - - - - -
---------- ---------- ----------- ----------- ----------- ---------- -------- ----------
Total liabilities - - - - - - - -
---------- ---------- ----------- ----------- ----------- ---------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $2,508,634 $5,545,565 $30,935,786 $46,735,485 $23,023,919 $7,930,868 $257,000 $5,681,000
========== ========== =========== =========== =========== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Nonparticipant Directed
----------------------------------------------------
Nonleveraged PGE Leveraged ESOP
------------ --------------------------------
PGC ESOP ALLOCATED UNALLOCATED TOTAL
<S> <C> <C> <C> <C>
ASSETS:
Investment, at fair value-
Interest in PGC
Investment
Trust-Master Trust $ - $ - $ - $258,615,927
PGC common stock 3,045,959 66,980,964 5,209,065 89,019,645
Short-term investments 12,391 - - 1,932,760
Loans to participants - - - 4,333,579
---------- ----------- ----------- ------------
Total investments 3,058,350 66,980,964 5,209,065 353,901,911
Receivables-
Employee contributions - - - 405,000
Employer contributions 8,500 - 298,000 306,500
Accrued interest 29 - 5,559 12,194
Accrued dividends 25,165 553,615 39,743 678,299
---------- ----------- ----------- ------------
Total receivables 33,694 553,615 343,302 1,401,993
---------- ----------- ----------- ------------
Total assets 3,092,044 67,534,579 5,552,367 355,303,904
LIABILITIES:
Note payable to PGE - - 2,065,185 2,065,185
---------- ----------- ----------- ------------
Total liabilities - - 2,065,185 2,065,185
---------- ----------- ----------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS $3,092,044 $67,534,579 $ 3,487,182 $353,238,719
========== =========== =========== ============
</TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------------------------
Inter-
Loan Stable Bond Balanced Core Equity Aggressive national
FUND ASSETS FUND FUND FUND FUND EQUITY FUND EQUITY FUND
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investment, at fair value-
Interest in PGC
Investment Trust-
Master Trust $ - $73,848,576 $2,568,689 $4,429,360 $41,883,503 $13,183,861 $3,341,443
PGC common stock - - - - - - -
Short-term investments - 267,960 10,130 21,348 157,576 58,067 16,928
Loans to participants 4,348,071 - - - - - -
---------- ----------- ---------- ---------- ----------- ----------- ----------
Total investments 4,348,071 74,116,536 2,578,819 4,450,708 42,041,079 13,241,928 3,358,371
Receivables-
Employee contributions - 70,000 4,000 11,000 72,000 27,000 6,000
Employer contributions - - - - - - -
Accrued interest - 1,397 82 146 861 338 116
Accrued dividends - - - - - - -
---------- ----------- ---------- ---------- ----------- ----------- ----------
Total receivables - 71,397 4,082 11,146 72,861 27,338 6,116
---------- ----------- ---------- ---------- ----------- ----------- ----------
Total assets 4,348,071 74,187,933 2,582,901 4,461,854 42,113,940 13,269,266 3,364,487
LIABILITIES:
Note payable to PGE - - - - - - -
---------- ----------- ---------- ---------- ----------- ----------- ----------
Total liabilities - - - - - - -
---------- ----------- ---------- ---------- ----------- ----------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $4,348,071 $74,187,933 $2,582,901 $4,461,854 $42,113,940 $13,269,266 $3,364,487
========== =========== ========== ========== =========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------
Model Portfolios
-------------------------------------------------------------- PGC Common Nonleveraged Leveraged
A B C D E Stock Fund PGC ESOP PGE ESOP
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investment, at fair value-
Interest in PGC
Investment Trust-
Master Trust $3,407,099 $7,587,749 $25,621,818 $35,057,603 $17,150,664 $ - $ - $ -
PGC common stock - - - - - 4,712,872 66,000 1,097,000
Short-term investments 62,780 22,209 111,527 139,171 80,350 11,248 - -
Loans to participants - - - - - - - -
---------- ---------- ----------- ----------- ----------- ---------- ------ ----------
Total investments 3,469,879 7,609,958 25,733,345 35,196,774 17,231,014 4,724,120 66,000 1,097,000
Receivables-
Employee contributions 5,000 11,000 50,000 80,000 39,000 4,000 - -
Employer contributions - - - - - - - -
Accrued interest 167 153 661 1,056 463 112 - -
Accrued dividends - - - - - 48,569 - -
---------- ---------- ----------- ----------- ----------- ---------- ------- ----------
Total receivables 5,167 11,153 50,661 81,056 39,463 52,681 - -
---------- ---------- ----------- ----------- ----------- ---------- ------- ----------
Total assets 3,475,046 7,621,111 25,784,006 35,277,830 17,270,477 4,776,801 66,000 1,097,000
LIABILITIES:
Note payable to PGE - - - - - - - -
---------- ---------- ----------- ----------- ----------- ---------- ------- ----------
Total liabilities - - - - - - - -
---------- ---------- ----------- ----------- ----------- ---------- ------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $3,475,046 $7,621,111 $25,784,006 $35,277,830 $17,270,477 $4,776,801 $66,000 $1,097,000
========== ========== =========== =========== =========== ========== ======= ==========
</TABLE>
<TABLE>
<CAPTION>
Nonparticipant Directed
----------------------------------------------------
Nonleveraged PGE Leveraged ESOP
------------ --------------------------------
PGC ESOP ALLOCATED UNALLOCATED TOTAL
<S> <C> <C> <C> <C>
ASSETS:
Investment, at fair value-
Interest in PGC
Investment Trust-
Master Trust $ - $ - $ - $228,080,365
PGC common stock 2,121,966 44,988,998 10,905,987 63,892,823
Short-term investments 93,794 - 919 1,054,007
Loans to participants - - - 4,348,071
---------- ----------- ----------- ------------
Total investments 2,215,760 44,988,998 10,906,906 297,375,266
Receivables-
Employee contributions - - - 379,000
Employer contributions 3,500 - 234,000 237,500
Accrued interest 444 - 6,226 12,222
Accrued dividends 22,537 483,925 114,518 669,549
---------- ----------- ----------- ------------
Total receivables 26,481 483,925 354,744 1,298,271
---------- ----------- ----------- ------------
Total assets 2,242,241 45,472,923 11,261,650 298,673,537
LIABILITIES:
Note payable to PGE - - 6,215,539 6,215,539
---------- ----------- ----------- ------------
Total liabilities - - 6,215,539 6,215,539
---------- ----------- ----------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS $2,242,241 $45,472,923 $ 5,046,111 $292,457,998
========== =========== =========== ============
</TABLE>
<PAGE>
-6-
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------------------------------
Inter-
Loan Stable Bond Balanced Core Equity Aggressive national
FUND ASSETS FUND FUND FUND FUND EQUITY FUND EQUITY FUND
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO PLAN ASSETS:
Investment income-
Interest $ 250,314 $ 19,788 $ 4,449 $ 3,409 $ 15,949 $ 7,737 $ 3,025
Dividends - - - - - - -
Net appreciation in
fair value of
investments - - - - - - -
Income from PGC
Investment Trust-
Master Trust, net - 4,374,579 23,834 685,549 8,921,082 2,143,826 211,969
---------- ----------- ---------- ---------- ----------- ----------- ----------
Total investment
income 250,314 4,394,367 28,283 688,958 8,937,031 2,151,563 214,994
Contributions-
Employee - 1,893,003 90,214 298,636 2,142,242 812,524 220,753
Employer - - - - - - -
---------- ----------- ---------- ---------- ----------- ----------- ----------
Total
contributions - 1,893,003 90,214 298,636 2,142,242 812,524 220,753
---------- ----------- ---------- ---------- ----------- ----------- ----------
Total additions 250,314 6,287,370 118,497 987,594 11,079,273 2,964,087 435,747
DEDUCTIONS FROM PLAN
ASSETS:
Payments for-
Interest expense - - - - - - -
Investment fees - (1,620) (5) (75) (690) (220) (20)
Benefits to
participants (264,806) (4,336,239) (17,426) (179,638) (953,824) (411,369) (66,984)
---------- ----------- ---------- ---------- ----------- ----------- ----------
Total deductions (264,806) (4,337,859) (17,431) (179,713) (954,514) (411,589) (67,004)
---------- ----------- ---------- ---------- ----------- ----------- ----------
NET INCREASE (DECREASE) (14,492) 1,949,511 101,066 807,881 10,124,759 2,552,498 368,743
TRANSFERS:
Allocation of 303,505
shares of PGC common
stock at fair market
value - - - - - - -
Interfund transfers, net - (5,655,018) (57,832) 128,191 331,969 951,041 589,888
---------- ----------- ---------- ---------- ----------- ----------- ----------
Total transfers - (5,655,018) (57,832) 128,191 331,969 951,041 589,888
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of
year 4,348,071 74,187,933 2,582,901 4,461,854 42,113,940 13,269,266 3,364,487
---------- ----------- ---------- ---------- ----------- ----------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $4,333,579 $70,482,426 $2,626,135 $5,397,926 $52,570,668 $16,772,805 $4,323,118
========== =========== ========== ========== =========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------------------------
Model Portfolios
----------------------------------------------------------------- PGC Common Nonleveraged Leveraged
A B C D E Stock Fund PGC ESOP PGC ESOP
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO PLAN ASSETS:
Investment income-
Interest $ 2,954 $ 3,284 $ 11,295 $ 15,752 $ 14,228 $ 2,419 $ - $ -
Dividends - - - - 218,810
Net appreciation in
fair value of
investments - - - - 2,200,331 - -
Income from PGC
Investment Trust-
Master Trust, net 167,769 517,824 3,075,340 5,279,997 2,863,353 - - -
----------- ----------- ----------- ----------- ----------- ---------- -------- ----------
Total investment
income 170,723 521,108 3,086,635 5,295,749 2,877,581 2,421,560 - -
Contributions-
Employee 125,649 263,152 1,447,639 2,530,732 1,312,257 165,801 - -
Employer - - - - - - - -
----------- ----------- ----------- ----------- ----------- ---------- -------- ----------
Total
contributions 125,649 263,152 1,447,639 2,530,732 1,312,257 165,801 - -
----------- ----------- ----------- ----------- ----------- ---------- -------- ----------
Total additions 296,372 784,260 4,534,274 7,826,481 4,189,838 2,587,361 - -
DEDUCTIONS FROM PLAN
ASSETS:
Payments for-
Interest expense - - - - - - - -
Investment fees (35) (30) (165) (190) (70) - - -
Benefits to
participants (99,811) (812,583) (788,008) (1,055,523) (185,180) (213,817) - -
----------- ----------- ----------- ----------- ----------- ---------- -------- ----------
Total deductions (99,846) (812,613) (788,173) (1,055,713) (185,250) (213,817) - -
----------- ----------- ----------- ----------- ----------- ---------- -------- ----------
NET INCREASE (DECREASE) 196,526 (28,353) 3,746,101 6,770,768 4,004,588 2,373,544 - -
TRANSFERS:
Allocation of 303,505
shares of PGC common
stock at fair market
value - - - - - - - -
Interfund transfers, net (1,162,938) (2,047,193) 1,405,679 4,686,887 1,748,854 780,523 191,000 4,584,000
----------- ----------- ----------- ----------- ----------- ---------- -------- ----------
Total transfers (1,162,938) (2,047,193) 1,405,679 4,686,887 1,748,854 780,523 191,000 4,584,000
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of
year 3,475,046 7,621,111 25,784,006 35,277,830 17,270,477 4,776,801 66,000 1,097,000
----------- ----------- ----------- ----------- ----------- ---------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ 2,508,634 $ 5,545,565 $30,935,786 $46,735,485 $23,023,919 $7,930,868 $257,000 $5,681,000
=========== =========== =========== =========== =========== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Nonparticipant Directed
----------------------------------------------------
Nonleveraged PGE Leveraged ESOP
------------ --------------------------------
PGC ESOP ALLOCATED UNALLOCATED TOTAL
<S> <C> <C> <C> <C>
ADDITIONS TO PLAN ASSETS:
Investment income-
Interest $ 3,181 $ - $ 42,776 $ 400,560
Dividends 99,223 2,133,113 268,272 2,719,418
Net appreciation in
fair value of
investments 1,006,721 21,791,737 2,402,215 27,401,004
Income from PGC
Investment Trust-
Master Trust, net - - - 28,265,122
---------- ----------- ----------- ------------
Total investment
income 1,109,125 23,924,850 2,713,263 58,786,104
Contributions-
Employee - - - 11,302,602
Employer 112,973 - 2,224,210 2,337,183
---------- ----------- ----------- ------------
Total
contributions 112,973 - 2,224,210 13,639,785
---------- ----------- ----------- ------------
Total additions 1,222,098 23,924,850 4,937,473 72,425,889
DEDUCTIONS FROM PLAN
ASSETS:
Payments for-
Interest expense - - (459,197) (459,197)
Investment fees - - - (3,120)
Benefits to
participants (154,953) (1,642,690) - (11,182,851)
---------- ----------- ----------- ------------
Total deductions (154,953) (1,642,690) (459,197) (11,645,168)
---------- ----------- ----------- ------------
NET INCREASE (DECREASE) 1,067,145 22,282,160 4,478,276 60,780,721
TRANSFERS:
Allocation of 303,505
shares of PGC common
stock at fair market
value - 6,037,205 (6,037,205) -
Interfund transfers, net (217,342) (6,257,709) - -
---------- ----------- ----------- ------------
Total transfers (217,342) (220,504) (6,037,205) -
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of
year 2,242,241 45,472,923 5,046,111 292,457,998
---------- ----------- ----------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $3,092,044 $67,534,579 $ 3,487,182 $353,238,719
========== =========== =========== ============
</TABLE>
<PAGE>
-7-
6. BANK-ADMINISTERED INVESTMENTS:
The Plan's investments are held by bank-administered trust funds. The
following table presents the fair values of investments as determined by quoted
market price. The investment contracts with insurance companies included in
the Stable Assets Fund and Model Portfolios A-E are presented in further detail
in Note 7. Investments that represent 5% or more of the total Plan assets are
separately identified.
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
--------------------------------- ---------------------------------
Number of
Number of Shares or Shares or
INVESTMENTS AT FAIR VALUE UNITS FAIR VALUE UNITS FAIR VALUE
<S> <C> <C> <C> <C>
PGC common stock 2,119,688 $ 89,019,645 2,193,745 $ 63,892,823
PGC Investment Trust 19,095,292 258,615,927 18,964,489 228,080,365
Other - 6,266,339 - 5,402,078
------------ ------------
Total Investments at Fair
Value $353,901,911 $297,375,266
============ ============
</TABLE>
7. INVESTMENT CONTRACTS WITH INSURANCE COMPANIES:
The Stable Assets Fund of the Master Trust invests in a diversified portfolio
of guaranteed investment contracts (GICs) issued by major U.S. and Canadian
life insurance companies.
The estimated fair value of all GICs at December 31, 1996 and 1995 was
approximately $60,531,591 and $75,800,443, respectively. Even though the total
fair value of GICs varies from contract value, participants will only realize
the contract value since these GICs are not negotiable on an open market.
The total fair value of the GICs was estimated using various discount rates
based upon an average maturity.
In December 1995, the Confederation Life contracts with face value totaling
$2,085,000 were assigned to a third party for $1,423,000. The proceeds plus
approximately $2 million in cash were used to purchase a three year, separate
account GIC with Pacific Mutual. The loss on the Confederation Life assignment
of $662,000 will be deferred over the three year contract period of the Pacific
Mutual contract, resulting in a net fixed interest rate of .78%.
<PAGE>
-8-
Following are the contract values of these contracts at December 31, 1996 and
1995.
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
ALLSTATE LIFE GA-5118 8.300% MATURES 5/9/96 $ - $ 2,951,195
ALLSTATE LIFE GA-5356 6.500% MATURES 9/30/97 2,627,665 2,467,291
ALLSTATE LIFE GA-5382 6.700% MATURES 12/23/97 1,312,378 1,229,970
ALLSTATE LIFE GA-5926 5.660% MATURES 12/31/01 7,335,870 -
BUSINESSMEN'S COMPANY 1131 5.810% MATURES 3/22/99 4,007,434 4,006,814
CANADA LIFE P-45543 7.830% MATURES 2/28/97 3,295,594 3,056,286
COMMONWEALTH LIFE ADA-00757FR 6.320% MATURES 12/22/2000 5,483,713 5,157,306
JOHN HANCOCK CONTRACT GAC-8553 7.120% MATURES 9/30/99 5,152,874 -
JOHN HANCOCK LIFE GAC-6110 7.000% MATURES 4/1/97 4,206,733 5,242,196
LIFE OF VIRGINIA GS-2508 7.540% MATURES 10/31/96 - 5,415,221
NATIONWIDE LIFE INSURANCE CO. GA-P4305 8.500% MATURES
2/9/96 - 3,001,270
NATIONWIDE LIFE INSURANCE CO. GA-P7192 6.550% MATURES
12/23/97 1,304,435 1,224,247
NEW YORK LIFE INSURANCE CO. GA-30505 6.670% MATURES
6/30/00 5,235,066 -
OHIO NATIONAL GA-5352 8.670% MATURES 11/1/96 - 1,804,622
OHIO NATIONAL GA-5353 8.690% MATURES 1/2/97 1,963,038 1,806,089
OHIO NATIONAL GA-5366 8.100% MATURES 11/22/96 - 1,404,245
PACIFIC MUTUAL SEPARATE ACCOUNT GIC G-26219 .78% MATURES
12/29/98 5,743,708 3,515,247
PENN MUTUAL LIFE GVC-91215 7.000% MATURES 11/3/97 2,705,018 2,528,054
PRINCIPAL MUTUAL GA4-750 7.450% MATURES 3/21/97 4,331,704 4,031,278
PROTECTIVE LIFE GA-441 8.600% MATURES 4/9/96 - 1,061,794
PROVIDENT NATIONAL 027-05310 6.820% MATURES 10/31/97 4,028,608 3,771,399
SUN LIFE ASSURANCE S-0659-G 8.670% MATURES 3/11/96 - 3,023,362
SUN LIFE ASSURANCE S-0666-G 8.570% MATURES 4/5/96 - 4,488,987
SUN LIFE ASSURANCE S-0691-G 8.620% MATURES 9/2/96 - 4,412,325
SUN LIFE ASSURANCE S-0713-G 8.810% MATURES 12/26/96 1,970,351 3,647,700
THE TRAVELERS GR-15731 8.720% MATURES 5/31/96 - 2,992,345
THE TRAVELERS GR-15808 8.520% MATURES 7/31/96 - 3,661,990
----------- -----------
TOTAL INVESTMENT CONTRACTS WITH INSURANCE COMPANIES $60,704,189 $75,901,233
=========== ===========
</TABLE>
THE TOTAL CREDITING INTEREST RATE AND AVERAGE YIELD WERE APPROXIMATELY 7% IN
1996 AND 1995.
8. OTHER INVESTMENT CONTRACTS:
In December 1995 and 1996, the Plan allocated $10,000,000 and
$10,500,000, respectively, of the stable asset fund for investment in synthetic
investment contracts. These contracts operate similarly to a guaranteed
investment contract, except that the assets are held by the Primary Trustee.
Under these contracts, the Plan has authorized Dwight Asset Management Company
(the Manager) to make investment decision as governed by the Management
Guidelines approved by the Plan Administrator. Two separate financially
responsible third parties guarantee that plan transactions within each of the
contracts will be executed at contract value. As of December 31, 1996, these
investments are reported at contract value in the accompanying statement of
master trust assets with fund information totaling $20,558,266, which
approximates fair value (see Note 9). The crediting interest rates for the two
contracts are reset quarterly and are a function of the Manager's performance
against an appropriate industry benchmark. In no event shall the crediting
interest rate be less than 0%. The first contract, effective December 1995 and
totaling $10,004,371, includes approximately $5 million of shares in a fund
offered by PIMCO Capital Management with the remaining $5 million of shares in
a
<PAGE>
-9-
fund offered by Lotsoff Capital. At December 31, 1996 and 1995, the crediting
interest rate was 5.495% and 5.520%, respectively. The second contract,
effective December 1996 and totaling $10,553,895, includes a portfolio of AAA
rated bonds consisting primarily of U.S. Government obligations, agency
passthroughs and asset-backed securities. At December 31, 1996, the crediting
interest rate was 7%.
9. PORTLAND GENERAL CORPORATION INVESTMENT TRUST - MASTER TRUST:
The Master Trust invests for the benefit of the PGC Pension Plan and this Plan.
Units are purchased by these Plans based on the market value of units in the
Trust. Income of the Master Trust is allocated to the Plan based on units of
participation and is shown in the following statements of changes in master
trust assets with fund information.
As of December 31, 1996, the participant directed investment funds shown in the
following statements of master trust assets with fund information are comprised
of funds in those investment options and funds from the premixed investment
options, Model Portfolios A-E. The nonparticipant directed funds represent the
portion of Master Trust assets held by the PGC Pension Plan. The following
table summarizes the percentage of each participant directed investment option
relative to the RSP portion of the Master Trust fund balance on the following
page. When these percentages are applied to the Retirement Savings Plan
investments in the Master Trust, they approximate the by-fund investments shown
in Note 5.
<TABLE>
<CAPTION>
Stable Core Aggressive
Assets Bond Equity Equity International
INVESTMENT OPTION FUND FUND FUND FUND EQUITY FUND
<S> <C> <C> <C> <C> <C>
Stable Assets Fund 83.24% - % - % - % - %
Bond Fund - 14.99 - - -
Balanced Fund - 11.95 3.38 - -
Core Equity Fund - - 53.72 - -
Aggressive Equity Fund - - - 45.51 -
International Equity Fund - - - - 17.92
Portfolio A 1.22 5.43 0.27 0.34 0.52
Portfolio B 1.99 9.13 1.18 1.52 2.30
Portfolio C 8.21 34.96 9.48 11.85 17.84
Portfolio D 5.34 23.54 20.03 25.31 38.13
Portfolio E - - 11.94 15.47 23.29
------- ------- ------- ------- -------
Total 100.00% 100.00% 100.00% 100.00% 100.00%
======= ======= ======= ======= =======
</TABLE>
<PAGE>
-10-
STATEMENT OF MASTER TRUST ASSETS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Retirement Savings Plan
---------------------------------------
Participant Participant Participant
Directed Directed Directed
Stable Bond Core
Assets Fund Fund Equity Fund
<S> <C> <C> <C>
ASSETS:
Investments-
At fair value:
Common stock and shares in registered investment companies $ - $ 31,555 $95,410,357
Preferred stock - - -
Corporate bonds 13,315,142 6,993,765 -
U.S. Government and agencies issues 6,194,342 9,184,848 -
Foreign and miscellaneous securities 433,602 140,962 -
Short-term investments 3,159,273 561,469 1,643,273
At contract value:
Investment contracts with insurance companies 60,704,189 - -
----------- ----------- -----------
Total investments 83,806,548 16,912,599 97,053,630
Receivables-
Accrued income 104,749 302,214 121,029
----------- ----------- -----------
Total receivables 104,749 302,214 121,029
----------- ----------- -----------
Total assets $83,911,297 $17,214,813 $97,174,659
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Retirement Savings Plan
---------------------------
Participant Participant
Directed Directed
Aggressive International
Equity Fund Equity Fund
<S> <C> <C>
ASSETS:
Investments-
At fair value:
Common stock and shares in registered investment companies $31,731,020 $23,803,799
Preferred stock 1,879,700 -
Corporate bonds - -
U.S. Government and agencies issues - -
Foreign and miscellaneous securities - -
Short-term investments 2,870,021 656
At contract value:
Investment contracts with insurance companies - -
----------- -----------
Total investments 36,480,741 23,804,455
Receivables-
Accrued income 25,648 4,314
----------- -----------
Total receivables 25,648 4,314
----------- -----------
Total assets $36,506,389 $23,808,769
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Pension Plan
----------------------------------------------------------------
Nonparticipant Nonparticipant Nonparticipant Nonparticipant
Directed Directed Directed Directed
Bond Core Aggressive International
Fund Equity Fund Equity Fund Equity Fund
<S> <C> <C> <C> <C>
ASSETS:
Investments-
At fair value:
Common stock and shares in registered investment companies $ - $ 99,322,776 $46,910,715 $14,840,196
Preferred stock - - 2,760,470 -
Corporate bonds 16,511,396 - - -
U.S. Government and agencies issues 44,359,210 - - -
Foreign and miscellaneous securities 1,029,007 - - -
Short-term investments 2,308,625 1,528,824 4,239,306 772
At contract value:
Investment contracts with insurance companies - - - -
----------- ------------ ----------- -----------
Total investments 64,208,238 100,851,600 53,910,491 14,840,968
Receivables-
Accrued income 1,021,513 108,239 37,798 4
----------- ------------ ----------- -----------
Total receivables 1,021,513 108,239 37,798 4
----------- ------------ ----------- -----------
Total assets $65,229,751 $100,959,839 $53,948,289 $14,840,972
=========== ============ =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Pension Plan
------------
Total
Investment
Trust
<S> <C>
ASSETS:
Investments-
At fair value:
Common stock and shares in registered investment companies $312,050,418
Preferred stock 4,640,170
Corporate bonds 36,820,303
U.S. Government and agencies issues 59,738,400
Foreign and miscellaneous securities 1,603,571
Short-term investments 16,312,219
At contract value:
Investment contracts with insurance companies 60,704,189
------------
Total investments 491,869,270
Receivables-
Accrued income 1,725,508
------------
Total receivables 1,725,508
------------
Total assets $493,594,778
============
</TABLE>
STATEMENT OF MASTER TRUST ASSETS WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION> Retirement Savings Plan
-----------------------------------------------------
Participant Participant Participant Participant
Directed Directed Directed Directed
Stable Bond Balanced Core
Assets Fund Fund Fund Equity Fund
<S> <C> <C> <C> <C>
ASSETS:
Investments-
At fair value:
Common stock and shares in registered investment companies $ 5,003,554 $ 25,500 $2,385,946 $72,323,230
Preferred stock - - - 354,219
Corporate bonds - 5,878,143 2,043,414 -
U.S. Government and agencies issues - 7,586,075 - -
Foreign and miscellaneous securities - 290,340 - -
Short-term investments 5,772,974 494,629 - 2,188,890
At contract value:
Investment contracts with insurance companies 75,901,233 - - -
----------- ----------- ---------- -----------
Total investments 86,677,761 14,274,687 4,429,360 74,866,339
Receivables-
Accrued income 42,175 260,268 - 85,806
Receivable from brokers for securities sold but not yet settled - - - 37,888
----------- ----------- ---------- -----------
Total receivables 42,175 260,268 - 123,694
----------- ----------- ---------- -----------
Total assets 86,719,936 14,534,955 4,429,360 74,990,033
LIABILITIES:
Payable to brokers for securities purchase not yet received - - - 384,736
----------- ----------- ---------- -----------
Net assets $86,719,936 $14,534,955 $4,429,360 $74,605,297
=========== =========== ========== ===========
</TABLE>
<TABLE>
<CAPTION> Retirement Savings Plan
-----------------------------------------------------------
Participant Participant
Directed Directed
Aggressive International
Equity Fund Equity Fund
<S> <C> <C>
ASSETS:
Investments-
At fair value:
Common stock and shares in registered investment companies $24,120,513 $19,258,682
Preferred stock 1,251,212 -
Corporate bonds - -
U.S. Government and agencies issues - -
Foreign and miscellaneous securities - -
Short-term investments 3,191,984 -
At contract value:
Investment contracts with insurance companies - -
----------- -----------
Total investments 28,563,709 19,258,682
Receivables-
Accrued income 24,170 9,150
Receivable from brokers for securities sold but not yet settled 197,954 -
----------- -----------
Total receivables 222,124 9,150
----------- -----------
Total assets 28,785,833 19,267,832
LIABILITIES:
Payable to brokers for securities purchase not yet received 262,848 -
----------- -----------
Net assets $28,522,985 $19,267,832
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Pension Plan
------------------------------------------------
Nonparticipant Nonparticipant Nonparticipant
Directed Directed Directed
Bond Core Aggressive
Fund Equity Fund Equity Fund
<S> <C> <C> <C>
ASSETS:
Investments-
At fair value:
Common stock and shares in registered investment companies $ - $ 92,519,888 $40,257,851
Preferred stock - - 2,028,163
Corporate bonds 14,488,082 - -
U.S. Government and agencies issues 41,304,367 - -
Foreign and miscellaneous securities 2,934,583 - -
Short-term investments 1,708,343 2,462,823 5,272,761
At contract value:
Investment contracts with insurance companies - - -
----------- ------------ -----------
Total investments 60,435,375 94,982,711 47,558,775
Receivables-
Accrued income 904,723 147,670 40,239
Receivable from brokers for securities sold but not yet settled - 48,313 331,581
----------- ------------ -----------
Total receivables 904,723 195,983 371,820
Total assets 61,340,098 95,178,694 47,930,595
LIABILITIES:
Payable to brokers for securities purchase not yet received - 53,796 440,190
----------- ------------ -----------
Net assets $61,340,098 $ 95,124,898 $47,490,405
=========== ============ ===========
</TABLE>
<TABLE>
<CAPTION>
Pension Plan
----------------------------
Nonparticipant
Directed Total
International Investment
Equity Fund Trust
<S> <C> <C>
ASSETS:
Investments-
At fair value:
Common stock and shares in registered investment companies $22,421,813 $278,316,977
Preferred stock - 3,633,594
Corporate bonds - 22,409,639
U.S. Government and agencies issues - 48,890,442
Foreign and miscellaneous securities - 3,224,923
Short-term investments - 21,092,404
At contract value:
Investment contracts with insurance companies - 75,901,233
----------- ------------
Total investments 22,421,813 453,469,212
Receivables-
Accrued income 19,055 1,533,256
Receivable from brokers for securities sold but not yet settled - 615,736
----------- ------------
Total receivables 19,055 2,148,992
Total assets 22,440,868 455,618,204
LIABILITIES:
Payable to brokers for securities purchase not yet received - 1,141,570
----------- ------------
Net assets $22,440,868 $454,476,634
=========== ============
</TABLE>
<PAGE>
-11-
STATEMENT OF CHANGES IN MASTER TRUST ASSETS WITH FUND INFORMATION
FOR THE YEAR ENDED
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Retirement Savings Plan
--------------------------------------------------------------------------------------------------
Participant Participant Participant Participant Participant Participant
Directed Directed Directed Directed Directed Directed
Stable Bond Balanced Core Aggressive International
Assets Fund Fund Fund Equity Fund Equity Fund Equity Fund
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Net investment gains
(losses) $ - $ (590,800) $ 129,374 $14,743,604 $ 4,652,224 $ 936,707
Interest 5,391,310 1,173,791 54,065 140,106 202,580 632
Dividends - - 22,291 1,911,002 221,321 255,692
Investment fees (156,197) (78,586) - (395,732) (328,245) (20,017)
----------- ----------- ----------- ----------- ----------- -----------
Total investment
income 5,235,113 504,405 205,730 16,398,980 4,747,880 1,173,014
Funds (withdrawn)
invested by-
Pension plan - - - - - -
Retirement savings
plan (8,043,752) 2,175,453 (4,635,090) 6,170,382 3,235,524 3,367,923
----------- ----------- ----------- ----------- ----------- -----------
Total funds
(withdrawn)
invested (8,043,752) 2,175,453 (4,635,090) 6,170,382 3,235,524 3,367,923
----------- ----------- ----------- ----------- ----------- -----------
INCREASE (DECREASE) IN (2,808,639) 2,679,858 (4,429,360) 22,569,362 7,983,404 4,540,937
NET ASSETS
NET ASSETS, beginning of
year 86,719,936 14,534,955 4,429,360 74,605,297 28,522,985 19,267,832
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS, end of year $83,911,297 $17,214,813 $ - $97,174,659 $36,506,389 $23,808,769
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Pension Plan
-----------------------------------------------------------------------------------------
Nonparticipant Nonparticipant Nonparticipant Nonparticipant
Directed Directed Directed Directed Total
Bond Core Aggressive International Investment
Fund Equity Fund Equity Fund Equity Fund Trust
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Net investment gains
(losses) $(2,763,963) $ 16,551,632 $ 8,218,286 $ 1,501,830 $ 43,378,894
Interest 3,952,201 110,907 298,524 816 11,324,932
Dividends - 1,977,993 325,225 209,913 4,923,437
Investment fees (198,585) (220,591) (484,151) (13,306) (1,895,410)
----------- ------------ ----------- ----------- ------------
Total investment
income 989,653 18,419,941 8,357,884 1,699,253 57,731,853
Funds (withdrawn)
invested by-
Pension plan 2,900,000 - - - 2,900,000
Retirement savings
plan - (12,585,000) (1,900,000) (9,299,149) (21,513,709)
----------- ------------ ----------- ----------- ------------
Total funds
(withdrawn)
invested 2,900,000 (12,585,000) (1,900,000) (9,299,149) (18,613,709)
----------- ------------ ----------- ----------- ------------
INCREASE (DECREASE) IN 3,889,653 5,834,941 6,457,884 (7,599,896) 39,118,144
NET ASSETS
NET ASSETS, beginning of
year 61,340,098 95,124,898 47,490,405 22,440,868 454,476,634
----------- ------------ ----------- ----------- ------------
NET ASSETS, end of year $65,229,751 $100,959,839 $53,948,289 $14,840,972 $493,594,778
=========== ============ =========== =========== ============
</TABLE>
<PAGE>
-12-
Allocation of the assets of the Master Trust to participating plans at December
31, 1996 and 1995 are:
<TABLE>
<CAPTION>
1996 PERCENT 1995 PERCENT
<S> <C> <C> <C> <C>
Plan fund balance, beginning of year $228,080,365 $189,527,968
Funds invested by the Plan 2,270,440 1,923,676
Investment income 28,265,122 36,628,721
------------ ------------
Plan fund balance, end of year 258,615,927 52.4% 228,080,365 50.2%
Pension Plan fund balance, end of year 234,978,851 47.6% 226,396,269 49.8%
------------ ------ ------------ ------
Total $493,594,778 100.0% $454,476,634 100.0%
============ ====== ============ ======
</TABLE>
The net appreciation in the fair value of investments in the Master Trust by
major investment category for the year ended December 31, 1996 is as follows:
<TABLE>
<CAPTION>
<S> <C>
Common stock and shares in Registered
Investment Companies $45,473,692
Preferred stock 1,361,612
Corporate bonds (346,390)
U.S. government and agency issues (3,070,332)
Foreign and miscellaneous securities (39,688)
-----------
Total $43,378,894
===========
</TABLE>
10. PLAN TERMINATION:
Although it has not expressed any intent to do so, the Plan Sponsor has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
11. RECONCILIATION TO FORM 5500:
As of December 31, 1996, the Plan had approximately $1,904,763 of pending
distributions to participants who elected to withdraw from the operation and
earnings of the Plan. These amounts are recorded as a liability in the Plan's
Form 5500; however, these amounts are not recorded as a liability in the
accompanying statements of net assets available for plan benefits in accordance
with generally accepted accounting principles.
The following table reconciles the financial statements to the Form 5500 as
filed by the Company for the plan year ended December 31, 1996:
<TABLE>
<CAPTION>
Net Assets Available
Benefits Payable to Benefits For Plan Benefits
PARTICIPANTS PAID 1996
<S> <C> <C> <C>
Per financial statements $ - $11,182,851 $353,238,719
1996 amounts pending
distribution to
participants 1,904,763 1,904,763 (1,904,763)
---------- ----------- ------------
Per Form 5500 $1,904,763 $13,087,614 $351,333,956
========== =========== ============
</TABLE>
<PAGE>
-13-
12. MERGER:
The Company is in the process of merging with Enron Oregon Corp. (New Enron) a
wholly owned subsidiary of ENRON Corp of Houston, Texas (Enron). Several
regulatory approvals have been received. Shareholders of PGC approved the
merger at the annual shareholders meeting on June 24, 1997. Upon completion of
the merger, PGC shares will be converted to .9825 shares of Enron. Employer
matching contributions will be made in Enron stock subsequent to the merger.
The Amended Merger Agreement provides that New Enron or its subsidiaries will
provide employees of PGC and its subsidiaries on the effective date of the
merger (Effective Date), for a period of not less than two years following the
Effective Date, with benefits that are not materially less favorable in the
aggregate than those provided to such individuals under the PGC Benefit Plans
(as defined in the Amended Merger Agreement); provided, that the foregoing will
not require New Enron to maintain or prevent New Enron from amending,
terminating or merging any particular PGC Benefit Plan.
In the opinion of management, the operations of the Plan will not be materially
affected by the merger in the near term.
<PAGE>
SCHEDULE I
PORTLAND GENERAL CORPORATION
RETIREMENT SAVINGS PLAN
EIN 93-0909442
PLAN 003
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
(Note 4)
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Description of Investment, Including Maturity Date,
Lessor or Similar Party Rate of Interest, Collateral, Par or Maturity Value COST CURRENT VALUE
<S> <C> <C> <C>
Northern Trust Company PGC Investment Trust - Master Trust (19,095,292.01 units) $183,694,697 $258,615,927
*Portland General Corporation Common Stock (2,119,688 shares) 36,937,921 89,019,645
*Northern Trust Company COLTV Short-Term Investment Fund (1,886,821 units) 1,886,821 1,894,071
*Wells Fargo Bank Financial Square Prime (23,460.13 shares) 23,460 23,460
*Northern Trust Company Noninterest-bearing cash 15,229 15,229
*Plan Participants Participant loans, interest rates from 6% to 7.33%, 4,333,579 4,333,579
maturing from 1997-2001
------------ ------------
Total investments $226,891,707 $353,901,911
============ ============
<FN>
*Represents a party-in-interest transaction as of December 31, 1996.
NOTE: Cost is calculated on a moving average cost basis.
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
<PAGE>
SCHEDULE II
PORTLAND GENERAL CORPORATION
RETIREMENT SAVINGS PLAN
EIN 93-0909442
PLAN 003
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Note 4)
<TABLE>
<CAPTION>
SERIES OF TRANSACTIONS OF THE SAME ISSUE THAT EXCEED Purchases Sales
5% OF NET PLAN ASSETS AT THE BEGINNING OF THE YEAR: ----------------------- ----------------------------------
Number Number Net
of Purchase of Selling Gain
Identity of Party DESCRIPTION OF ASSET TRANSACTIONS Price TRANSACTIONS PRICE OR (LOSS)
Involved
<S> <C> <C> <C> <C> <C> <C>
*Northern Trust COLTV Short-Term Investment Fund 696 $24,401,890 162 $23,463,114 $ -
Company (a common and collective trust)
*Wells Fargo Financial Square Prime 112 8,222,299 38 8,307,093 -
(a cash equivalent)
*Wells Fargo Portland General Corporation 11 1,601,789 20 3,641,913 1,700,493
(common stock)
<FN>
*Represents a party-in-interest transaction for the year ended December 31,
1996.
NOTE: Net gain or (loss) is calculated using a moving average cost.
The accompanying notes are an integral part of this schedule.
</FN>
</TABLE>
