PORTLAND GENERAL ELECTRIC CO /OR/
For the period ended Sep 30, 2025. Filed Oct 31, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 31, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Condensed Consolidated Financial Statements
NOTE 1: BASIS OF PRESENTATION
Nature of Business
Portland General Electric Company (PGE or the Company) is a vertically-integrated electric utility engaged in the generation, purchase, transmission, distribution, and retail sale of electricity in the State of Oregon (State). The Company also participates in the wholesale market by purchasing and selling electricity, natural gas, and environmental credits in an effort to meet the needs of, and obtain reasonably-priced power for, its retail customers, manage risk, and administer its long-term wholesale contracts. In addition, PGE performs portfolio management and wholesale market services for third parties in the region. The Company develops products and service offerings for the benefit of retail and wholesale customers. PGE operates as a single segment, with revenues and costs related to its business activities recorded and analyzed on a total electric operations basis. The Company owns unregulated, non-utility real estate comprised primarily of PGE’s corporate headquarters. The Company’s corporate headquarters is located in Portland, Oregon and its approximately 4,000 square mile, State-approved service area, entirely within the State, encompasses 51 incorporated cities. As of September 30, 2025, PGE served 957,000 retail customers within a service area of approximately 2 million residents.
PGE is subject to the jurisdiction of the Public Utility Commission of Oregon (OPUC) with respect to retail prices, utility services, accounting policies and practices, issuances of securities, and certain other matters. Retail prices are based on the Company’s cost to serve customers, including an opportunity to earn a reasonable rate of return, as determined by the OPUC. The Company is also subject to regulation by the Federal Energy Regulatory Commission (FERC) in matters related to wholesale energy transactions, transmission services, reliability standards, natural gas pipelines, hydroelectric project licensing, accounting policies and practices, short-term debt issuances, and certain other matters.
Condensed Consolidated Financial Statements
These condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Certain information and note disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such regulations, although PGE believes that the disclosures provided are adequate to make the interim information presented not misleading.
The financial information included herein as of and for the three and nine months ended September 30, 2025 and 2024 is unaudited; however, in the opinion of management, such information reflects all adjustments necessary to fairly present the condensed consolidated financial position, condensed consolidated income and comprehensive income, and condensed consolidated cash flows of the Company for these interim periods. All such adjustments are of a normal recurring nature, unless otherwise noted. The financial information as of December 31, 2024 is derived from the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2024, included in Item 8 of PGE’s Annual Report on Form 10-K, filed with the SEC on February 14, 2025, which should be read in conjunction with the interim unaudited Financial Statements.
Comprehensive Income
No material change occurred in Other comprehensive income in the three and nine months ended September 30, 2025 and 2024.
Use of Estimates
The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of gain or loss contingencies, as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results experienced by the Company could differ materially from those estimates.
Certain costs are estimated for the full year and allocated to interim periods based on estimates of operating time expired, benefit received, or activity associated with the interim period; accordingly, such costs may not be reflective of amounts to be recognized for a full year. Due to seasonal fluctuations in electricity sales, as well as the price of wholesale electricity and natural gas, interim financial results do not necessarily represent those to be expected for the year.
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 amends Topic 740 to address requests to improve transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. For calendar year-end entities, the update will be effective for annual periods beginning on January 1, 2025. Early adoption is permitted. PGE does not expect the adoption to have a material impact on the consolidated financial statements and has not early adopted the standard.
In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires additional disclosure, in the notes to financial statements, of specified information about certain costs and expenses. For calendar year-end entities, the update will be effective for annual periods beginning on January 1, 2027. Early adoption is permitted. PGE is assessing the impact of adoption on the consolidated financial statements and does not plan to early adopt the standard.
In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. For calendar year-end entities, the update will be effective for annual periods beginning on January 1, 2028. Early adoption is permitted. PGE is assessing the impact of adoption on the consolidated financial statements and does not plan to early adopt the standard.
Reclassifications
To conform with current year presentation, the Company has reclassified Pension and other post retirement benefits of $4 million to Other non-cash income and expenses in the operating activities section of the consolidated statements of cash flows for the nine-months ended September 30, 2024.
NOTE 2: REVENUE RECOGNITION
Disaggregated Revenue
The following table presents PGE’s revenue, disaggregated by customer type (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Retail: | ||||
| Residential | $375 | $356 | $1,115 | $1,078 |
| Commercial | 262 | 244 | 738 | 690 |
| Industrial | 141 | 115 | 396 | 321 |
| Direct access customers | 11 | 7 | 30 | 22 |
| Subtotal | 789 | 722 | 2,279 | 2,111 |
| Alternative revenue programs, net of amortization | 6 | (13) | 11 | (27) |
| Other accrued revenues, net | (1) | 5 | 9 | 10 |
| Total retail revenues | 794 | 714 | 2,299 | 2,094 |
| Wholesale revenues* | 136 | 192 | 324 | 467 |
| Other operating revenues | 22 | 23 | 64 | 55 |
| Total revenues | $952 | $929 | $2,687 | $2,616 |
- Wholesale revenues include $74 million and $108 million related to electricity commodity contract derivative settlements for the three months ended September 30, 2025 and 2024, respectively, and $154 million and $228 million for the nine months ended September 30, 2025 and 2024. Price risk management derivative activities are included within total revenues but do not represent revenues from contracts with customers as defined by GAAP. For further information, see Note 5, Risk Management.
Retail Revenues
The Company’s primary revenue source is the sale of electricity to customers at regulated, tariff-based prices. Retail customers are classified as residential, commercial, or industrial. Residential customers include single-family housing, multiple-family housing (such as apartments, duplexes, and town homes), manufactured homes, and small farms. Residential demand is sensitive to the effects of weather, with demand highest during the winter heating and summer cooling seasons. Commercial customers consist of non-residential customers who accept energy deliveries at voltages equivalent to those delivered to residential customers and are also sensitive to the effects of weather, although to a lesser extent than residential customers. Commercial customers include most businesses, small industrial companies, and public street and highway lighting accounts. Industrial customers consist of non-residential customers who accept delivery at higher voltages than commercial customers. Demand from industrial customers is primarily driven by economic conditions, with weather having a less significant impact on energy use by this customer class.
In accordance with state regulations, PGE’s retail customer prices are based on the Company’s cost of service and determined through General Rate Case (GRC) proceedings and various tariff filings with the OPUC. Additionally, the Company offers pricing options that include a daily market price option, various time-of-use options, and several renewable energy options.
Retail revenue is billed based on monthly meter readings taken at various cycle dates throughout the month. At the end of each month, PGE estimates and records the revenue earned from energy deliveries that have not yet been billed to customers. This amount, which is classified as unbilled revenues and included in Accounts receivable, net in the Company’s condensed consolidated balance sheets, is calculated based on actual net retail system load each month, the number of days from the last meter read date through the last day of the month, and current customer prices.
PGE’s obligation to sell electricity to retail customers generally represents a single performance obligation representing a series of distinct services that are substantially the same and have the same pattern of transfer to the customer that is satisfied over time as customers simultaneously receive and consume the benefits provided. PGE applies the invoice method to measure its progress towards satisfactorily completing its performance obligations.
Pursuant to regulation by the OPUC, PGE is mandated to maintain several tariff schedules to collect funds from customers for programs that benefit the general public, such as conservation, low-income housing, energy efficiency, renewable energy programs, and privilege taxes. For such programs, PGE generally collects the funds and remits the amounts to third party agencies that administer the programs. In these arrangements, PGE is considered to be an agent, as PGE’s performance obligation is to facilitate a transaction between customers and the administrators of these programs. Therefore, such amounts are presented on a net basis and do not appear in Revenues, net within the condensed consolidated statements of income and comprehensive income.
Alternative Revenues programs—Revenues related to PGE’s decoupling mechanism and Renewable Adjustment Clause (RAC) are considered earned under alternative revenue programs, as these amounts represent contracts with the regulator and not with customers. Such revenues are presented separately from revenues from contracts with customers and classified as Alternative revenue programs, net of amortization on the condensed consolidated statements of income and comprehensive income. The activity within this line item is comprised of current period deferral adjustments, which can either be a collection from or a refund to customers, and is net of any related amortization. When amounts related to alternative revenue programs are ultimately included in prices and customer bills, the amounts are included within Revenues, net, with an equal and offsetting amount of amortization recorded on the Alternative revenue programs, net of amortization line item. Under the RAC, in 2024 and through February 28, 2025, the Company deferred amounts related to the Clearwater Wind Development (Clearwater). For further information, see“Clearwater RAC” in the Regulatory Assets and Liabilities section of Note 3, Balance Sheet Components.
Wholesale Revenues
PGE participates in the wholesale electricity marketplace in order to balance its supply of power to meet the needs of, and secure reasonably-priced power for, its retail customers, manage risk, and administer its current long-term wholesale contracts. In addition, the Company performs portfolio management and wholesale market services for third parties in the region and sells environmental credits in the wholesale marketplace. Interconnected transmission systems in the western United States serve utilities with diverse load requirements and allow PGE to purchase and sell electricity within the region depending upon: i) the relative price and availability of power; ii) hydro, solar, and wind conditions; and iii) daily and seasonal retail demand.
PGE’s Wholesale revenues consist primarily of short-term electricity sales to utilities and power marketers that consist of single performance obligations that are satisfied as energy is transferred to the counterparty. The Company nets certain purchase and sale transactions in which it would simultaneously receive and deliver physical power with the same counterparty; in such cases, only the net amount of those purchases or sales required to meet retail and wholesale obligations will be physically settled and recorded in Wholesale revenues.
Other Operating Revenues
Other operating revenues consist primarily of gains and losses on the sale of natural gas volumes purchased that exceeded what was needed to fuel the Company’s generating facilities, as well as revenues from transmission services, excess transmission capacity resales, excess fuel sales, utility pole attachment revenues, and other electric services provided to customers.
Arrangements with Multiple Performance Obligations
Certain contracts with customers, primarily wholesale, may include multiple performance obligations. For such arrangements, PGE allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers.
NOTE 3: BALANCE SHEET COMPONENTS
Accounts Receivable, Net
Accounts receivable, net includes $151 million and $177 million of unbilled revenues as of September 30, 2025 and December 31, 2024, respectively. Accounts receivable, net includes an allowance for uncollectible accounts of $14 million and $12 million as of September 30, 2025 and December 31, 2024, respectively. The following summarizes activity during 2025 in the allowance for credit losses (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | |
|---|---|---|
| Balance as of beginning of period | $14 | $12 |
| Increase in provision | 4 | 10 |
| Amounts written off | (6) | (14) |
| Recoveries | 2 | 6 |
| Balance as of end of period | $14 | $14 |
Inventories
PGE’s inventories, which are recorded at average cost, consist primarily of materials and supplies for use in operations, maintenance, and capital activities, as well as fuel, which includes natural gas, coal, and oil, for use in the Company’s generating plants. Periodically, PGE assesses whether inventories are recorded at the lower of average cost or net realizable value.
Other Current Assets
Other current assets consist of the following (in millions):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Prepaid expenses | $61 | $81 |
| Assets from price risk management activities | 16 | 32 |
| Margin deposits | 59 | 125 |
| Other current assets | $136 | $238 |
Electric Utility Plant, Net
Electric utility plant, net consists of the following (in millions):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Electric utility plant in-service* | $15,762 | $14,863 |
| Construction work-in-progress | 422 | 567 |
| Total cost | 16,184 | 15,430 |
| Less: accumulated depreciation and amortization | (5,380) | (5,085) |
| Electric utility plant, net | $10,804 | $10,345 |
*The Seaside Battery Energy Storage System Project was placed in-service on July 8, 2025 and, as of September 30, 2025, had $395 million reflected in Electric utility plant, net.
Accumulated depreciation and amortization in the table above includes accumulated amortization related to intangible assets of $667 million and $611 million as of September 30, 2025 and December 31, 2024, respectively. Amortization expense related to intangible assets was $19 million for both the three months ended September 30, 2025 and 2024 and $57 million and $55 million for the nine months ended September 30, 2025 and 2024, respectively. The Company’s intangible assets primarily consist of computer software development and hydro licensing costs.
Regulatory Assets and Liabilities
Regulatory assets and liabilities consist of the following (in millions):
| September 30, 2025 · December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Current · Noncurrent · Current · Noncurrent | ||||||
| Regulatory assets: | ||||||
| Price risk management | $117 | $39 | $115 | $70 | ||
| Pension and other postretirement plans | — | 84 | — | 84 | ||
| Trojan decommissioning activities | — | 165 | — | 161 | ||
| February 2021 ice storm and damage | 14 | 35 | 14 | 44 | ||
| January 2024 storm and damage | — | 47 | — | 46 | ||
| Reliability contingency events | — | 89 | — | 90 | ||
| 2020 Labor Day wildfire | 6 | 15 | 6 | 18 | ||
| Wildfire mitigation | 46 | — | 43 | — | ||
| Other | 24 | 125 | 27 | 119 | ||
| Total regulatory assets | $207 | $599 | $205 | $632 | ||
| Regulatory liabilities: | ||||||
| Asset retirement removal costs | $— | $1,233 | $— | $1,199 | ||
| Deferred income taxes | — | 231 | — | 179 | ||
| Clearwater RAC | 25 | 6 | — | 40 | ||
| Other | 36 | 21 | 53 | 22 | ||
| Total regulatory liabilities | $61 | * | $1,491 | $53 | * | $1,440 |
- Included in Accrued expenses and other current liabilities in the condensed consolidated balance sheets.
January 2024 storm and damage—Beginning January 13, 2024, the Company’s service territory encountered a severe winter weather event that included snow, ice, and high winds over several days that caused catastrophic damage to physical assets and resulted in widespread customer power outages. As a result of the historic winter storm, Oregon’s Governor declared a state of emergency on January 18, 2024, which allows PGE to seek recovery of incremental storm expenses through the OPUC pre-authorized emergency deferral mechanism, subject to the application of an earnings test. On February 9, 2024, PGE filed a Notice of Deferral with the OPUC, under Docket UM 2190, related to the emergency restoration costs for the January storm, and through September 30, 2025 the Company had deferred $47 million, including interest, under the deferral. PGE believes the amounts deferred as of September 30, 2025 are probable of recovery under the emergency deferral mechanism, and no earnings test adjustment is necessary as PGE's 2024 regulated return on equity did not exceed the OPUC's authorized rate. The Company submitted a request for recovery on July 3, 2025. The OPUC has significant discretion in making the final determination of recovery, and their conclusion of overall prudence, including application of the earnings test, could result in a portion, or all, of PGE’s deferrals being disallowed for recovery. Such disallowance would be recognized as a charge to earnings.
Reliability contingency events—As approved by the OPUC in PGE’s 2024 GRC, the Reliability Contingency Event (RCE) mechanism allows PGE to defer and recover 80% of prudent costs for RCEs above amounts forecasted in the Company’s Annual Power Cost Update Tariff, without application of an earnings test, with the remaining 20% flowing through operating expenses and subject to the existing power cost adjustment mechanism (PCAM). As of September 30, 2025, PGE’s deferred balance related to RCEs was $89 million, which includes $87 million related to RCEs deferred in 2024 and $2 million related to RCEs deferred in 2025. PGE files the results of the PCAM annually with the OPUC no later than July 1, initiating a regulatory review process that typically results in a final determination and order from the OPUC by the end of the year of filing, with any resulting refund or collection impacting customer prices effective in the following year. RCE costs incurred in 2024 and in 2025 will be included in the PCAM for 2024 and 2025. The Company filed the PCAM for 2024 on July 1, 2025, and the proceeding is on-going with a Commission decision anticipated in the first quarter of 2026. The Company expects to file the PCAM for 2025 no later than July 1, 2026. PGE believes the deferred amounts as of September 30, 2025 are probable of recovery. The OPUC has significant discretion in making the final determination of recovery. The OPUC’s conclusion of overall prudence could result in a portion, or all, of PGE’s deferrals being disallowed for recovery. Such disallowance would be recognized as a charge to earnings.
Wildfire Mitigation—Wildfire Mitigation represents incremental costs and investments made by PGE related to efforts on its system to mitigate the risk of wildfire and improve resiliency to wildfire damage under Oregon Senate Bill 762, enacted in 2021. These efforts include enhanced tree and brush clearing, hardening and undergrounding equipment, and making emergency plans in close partnership with various land and emergency management agencies to further expand the use of a public safety power shutoff, when the risk warrants. In December 2024, PGE submitted its 2025 risk-based Wildfire Mitigation Plan, which was reviewed and approved by the OPUC on June 26, 2025.
As of September 30, 2025 and December 31, 2024, PGE’s deferred balance related to incremental wildfire mitigation operating expenses was $46 million and $43 million, respectively. The 2025 balance is comprised of:
Pre-AAC—Prior to establishing the collections noted below, PGE had deferred incremental costs related to wildfire mitigation and as of September 30, 2025 this balance was $3 million, which is expected to be fully amortized by February 28, 2026.
2023 Base rates—The outcome of PGE’s 2022 GRC provided an annual amount of $24 million to be collected in base rates for recovery of operating expenses related to wildfire mitigation efforts beginning May 9, 2022, through December 31, 2023. As of September 30, 2025, there was $1 million in the balancing account related to 2023. In February 2025, the OPUC approved an advice filing that allows for the recovery of these costs over a twelve-month period, which began March 1, 2025.
2024 AAC—Beginning January 1, 2024, and in conjunction with the Company’s 2024 GRC proceeding, PGE removed the $24 million of wildfire mitigation operations and maintenance (O&M) expense recovery from base rates, with the intent of recovering the current year forecasted O&M expense within the automatic adjustment clause (AAC) in a separate tariff. On February 16, 2024, PGE submitted an advice filing to the OPUC to update the tariff to reflect prospective wildfire mitigation costs for 2024, which included $45 million of O&M expense and $4 million for the revenue requirement of capital placed in service. On July 23, 2024, the OPUC reached a decision that allowed PGE to begin collecting $24 million of O&M expense and $4 million for the revenue requirement of capital placed in service. Collection occurred over a nine-month period, which began August 1, 2024. Although the approved amount of collections in 2024 was less than actual costs, PGE does not believe it is precluded from deferring such costs and believes they are prudently incurred and probable of recovery. Any differences between actual expense and customer collections will be recorded as regulatory assets or liabilities within the AAC balancing account, which will be subject to a prudence review, but will not be subject to an earnings test. As of September 30, 2025, there was $22 million deferred as a regulatory asset in the balancing account related to 2024. PGE submitted an additional filing to seek recovery of the remaining O&M expense on October 17, 2025. The OPUC has significant discretion in making the final determination of recovery. The OPUC’s conclusion of overall prudence could result in a portion, or all, of PGE’s deferrals being disallowed for recovery. Such disallowance would be recognized as a charge to earnings.
2025 AAC—In conjunction with PGE’s filed 2025 Wildfire Mitigation Plan, PGE submitted a series of advice filings in 2025 with the intent of recovering the $56 million related to O&M and $12 million related to the capital revenue requirement in a two-phased approach. The first phase, which includes $24 million of O&M to be collected over a twelve-month period, was approved by the OPUC in February 2025, with a tariff effective date of March 1, 2025. The second phase, which was approved by the OPUC in May 2025, will be collected over a twelve-month period beginning June 1, 2025, and includes $12 million of O&M and the entire $12 million related to capital revenue requirement. Although the OPUC has only approved a portion of PGE’s 2025 wildfire mitigation O&M, PGE does not believe it is precluded from deferring such costs. Any differences between actual expense and customer collections will be recorded as regulatory assets or liabilities within the AAC balancing account, which will be subject to a prudence review, but will not be subject to an earnings test. As of September 30, 2025, there was $20 million deferred as a regulatory asset in the balancing account related to 2025. PGE submitted an additional filing to seek recovery of the remaining 2025 forecasted O&M expense on October 17, 2025. The OPUC has significant discretion in making the final determination of recovery. The OPUC’s conclusion of overall prudence could result in a portion, or all, of PGE’s deferrals being disallowed for recovery. Such disallowance would be recognized as a charge to earnings.
Clearwater RAC—The Clearwater RAC represents all costs and benefits associated with Clearwater. Under the RAC, during 2023, the Company submitted a filing for Clearwater proposing to defer the revenue requirement, net of net variable power cost (NVPC) benefits, from the in-service date of January 2024 until Clearwater was reflected in customer prices, which was March 1, 2025. For the year ended December 31, 2024, PGE deferred the revenue requirement, net of NVPC benefits resulting in a net regulatory liability of $40 million, which began amortizing as a refund to customers on March 1, 2025 over a twelve month period, as approved in OPUC Order 25-075 issued February 21, 2025. For the period of January 1, 2025 through September 30, 2025, PGE deferred an additional net $13 million regulatory liability, which remains subject to a future regulatory review, representing the deferred revenue requirement that PGE believes is probable of recovery, net of NVPC that is probable of refund to customers under the RAC for that period. The OPUC has significant discretion on overall prudence and in making the final determination of recovery or refund. Any cost disallowance or increased refunds would be recognized as a charge to earnings.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (in millions):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Accrued employee compensation and benefits | $80 | $80 |
| Accrued taxes payable | 60 | 36 |
| Accrued interest payable | 54 | 49 |
| Accrued dividends payable | 61 | 57 |
| Regulatory liabilities—current | 61 | 53 |
| Margin deposits from wholesale counterparties | 5 | 5 |
| Other | 160 | 130 |
| Total accrued expenses and other current liabilities | $481 | $410 |
Credit Facilities
On September 10, 2025, PGE entered into an amendment of its existing revolving credit facility that extended the scheduled expiration into September 2030. As of September 30, 2025, PGE had a $750 million revolving credit facility that provides the Company the ability to expand to $850 million, if needed. Pursuant to the terms of the agreement, the revolving credit facility may be used for general corporate purposes, including as backup for commercial paper borrowings and to permit the issuance of standby letters of credit. PGE may borrow for one, three, or six months at a fixed interest rate established at the time of the borrowing, or at a variable interest rate for any period up to the then remaining term of the applicable credit facility. The revolving credit facility contains a provision that requires annual fees based on the Company’s unsecured credit ratings, and contains customary covenants and default provisions, including a requirement that limits consolidated indebtedness, as defined in the agreement, to 65% of total capitalization. As of September 30, 2025, PGE was in compliance with this covenant with a 54.5% debt-to-total capital ratio and had no outstanding balance on the revolving credit facility.
The Company has a commercial paper program under which it may issue commercial paper for terms of up to 270 days. The Company has elected to limit its borrowings under the revolving credit facility in order to allow for coverage of any potential need to repay commercial paper that may be outstanding at the time. As of September 30, 2025, PGE hadno commercial paper outstanding.
Under the revolving credit facility, as of September 30, 2025, PGE hadno borrowings outstanding and there were no letters of credit issued. As a result, the aggregate unused available credit capacity under the revolving credit facility was $750 million.
PGE typically classifies borrowings under the revolving credit facility and outstanding commercial paper as Short-term debt on the condensed consolidated balance sheets.
In addition, PGE has four letter of credit facilities that provide a total capacity of $320 million under which the Company can request letters of credit for original terms not to exceed one year. The issuance of such letters of credit is subject to the approval of the issuing institution. Under these facilities, letters of credit for a total of $169 million were outstanding as of September 30, 2025. Letters of credit issued are not reflected on the Company’s condensed consolidated balance sheets.
Pursuant to an order issued by the FERC, the Company is authorized to issue short-term debt in an aggregate amount of up to $900 million through February 6, 2026.
Long-term Debt
On March 25, 2025, PGE entered into a Bond Purchase Agreement related to the sale of $310 million in First Mortgage Bonds (FMBs). The Bonds were issued and funded in full on March 25, 2025 and consist of:
a series, due in 2035, in the amount of $60 million that will bear interest from its issuance date at an annual rate of 5.36%;
a series, due in 2045, in the amount of $50 million that will bear interest from its issuance date at an annual rate of 5.72%; and
a series, due in 2055, in the amount of $200 million that will bear interest from its issuance date at an annual rate of 5.84%.
On November 14, 2024, PGE drew a $220 million loan under a 366-day term loan agreement. On December 31, 2024, PGE repaid $50 million of the term loan and, on March 31, 2025, the Company repaid another $102 million, leaving an outstanding balance of $68 million.
Defined Benefit Retirement Plan Costs
Components of net periodic benefit cost under the defined benefit pension plan are as follows (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Service cost | $2 | $3 | $7 | $8 |
| Interest cost* | 8 | 8 | 24 | 25 |
| Expected return on plan assets* | (9) | (10) | (27) | (30) |
| Net periodic benefit cost | $1 | $1 | $4 | $3 |
- The net expense portion of non-service cost components are included in Miscellaneous income, net within Other income on the Company’s condensed consolidated statements of income and comprehensive income.
NOTE 4: FAIR VALUE OF FINANCIAL INSTRUMENTS
PGE estimated the fair value of financial asset and liability instruments as of September 30, 2025 and December 31, 2024, and classified these financial instruments based on a fair value hierarchy that is applied to prioritize the inputs to the valuation techniques used to measure fair value. The three levels of the fair value hierarchy and application to the Company are:
| Level 1 | Quoted prices are available in active markets for identical assets or liabilities as of the measurement date; |
|---|---|
| Level 2 | Pricing inputs include those that are directly or indirectly observable in the marketplace as of the measurement date; and |
| Level 3 | Pricing inputs include significant inputs that are unobservable for the asset or liability. |
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets, liabilities, and their placement within the fair value hierarchy. Assets measured at fair value using net asset value (NAV) as a practical expedient are not categorized in the fair value hierarchy. These assets are listed in the totals of the fair value hierarchy to permit the reconciliation to amounts presented in the financial statements.
Changes to market liquidity conditions, the availability of observable inputs, or changes in the economic structure of a security marketplace may require transfer of the securities between levels.
The Company’s financial assets and liabilities whose values were recognized at fair value in the Company’s condensed consolidated balance sheets are as follows by level within the fair value hierarchy (in millions):
| As of September 30, 2025 | |||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Other (2) | Total | |
| Assets: | |||||
| Cash equivalents | $112 | $— | $— | $— | $112 |
| Nuclear decommissioning trust: (1) | |||||
| Debt securities: | |||||
| Domestic government | 13 | 12 | — | — | 25 |
| Corporate credit | — | 10 | — | — | 10 |
| Money market funds | — | — | — | 9 | 9 |
| Non-qualified benefit plan trust: (3) | |||||
| Debt securities—domestic government | 1 | — | — | — | 1 |
| Money market funds | — | — | — | 1 | 1 |
| Paid Leave Oregon Trust | |||||
| Money market funds | — | — | — | 6 | 6 |
| Price risk management activities: (1) (4) | |||||
| Electricity | — | 14 | — | — | 14 |
| Natural gas | — | 5 | 1 | — | 6 |
| $126 | $41 | $1 | $16 | $184 | |
| Liabilities: | |||||
| Price risk management activities: (1) (4) | |||||
| Electricity | $— | $11 | $30 | $— | $41 |
| Natural gas | — | 129 | 6 | — | 135 |
| $— | $140 | $36 | $— | $176 | |
(1)Activities are subject to regulation, with certain gains and losses deferred pursuant to regulatory accounting and included in Regulatory assets or Regulatory liabilities as appropriate.
(2)Assets are measured at NAV as a practical expedient and not subject to hierarchy level classification disclosure.
(3)Excludes insurance policies of $34 million, which are recorded at cash surrender value.
(4)For further information, see Note 5, Risk Management.
| As of December 31, 2024 | |||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Other (2) | Total | |
| Assets: | |||||
| Cash equivalents | $12 | $— | $— | $— | $12 |
| Nuclear decommissioning trust: (1) | |||||
| Debt securities: | |||||
| Domestic government | 10 | 6 | — | — | 16 |
| Corporate credit | — | 7 | — | — | 7 |
| Money market funds | — | — | — | 7 | 7 |
| Non-qualified benefit plan trust: (3) | |||||
| Debt securities—domestic government | 2 | — | — | — | 2 |
| Paid Leave Oregon Trust: | |||||
| Money market funds | — | — | — | 4 | 4 |
| Price risk management activities: (1) (4) | |||||
| Electricity | — | 18 | 1 | — | 19 |
| Natural gas | — | 15 | — | — | 15 |
| $24 | $46 | $1 | $11 | $82 | |
| Liabilities: | |||||
| Price risk management activities: (1) (4) | |||||
| Electricity | $— | $25 | $31 | $— | $56 |
| Natural gas | — | 159 | 4 | — | 163 |
| $— | $184 | $35 | $— | $219 | |
(1)Activities are subject to regulation, with certain gains and losses deferred pursuant to regulatory accounting and included in Regulatory assets or Regulatory liabilities as appropriate.
(2)Assets are measured at NAV as a practical expedient and not subject to hierarchy level classification disclosure.
(3)Excludes insurance policies of $32 million, which are recorded at cash surrender value.
(4)For further information, see Note 5, Risk Management.
Cash equivalentsare highly liquid investments with maturities of three months or less at the date of acquisition and primarily consist of money market funds. Such funds seek to maintain a stable NAV and are comprised of short-term, government funds. Policies of such funds require that the weighted average maturity of securities holdings of such funds not exceed 90 days and provide investors with the ability to redeem shares of the funds daily at their respective NAV. Cash equivalents are classified as Level 1 in the fair value hierarchy due to the availability of quoted prices for identical assets in an active market as of the measurement date. Principal markets for money market fund prices include published exchanges such as the National Association of Securities Dealers Automated Quotations (Nasdaq) and the New York Stock Exchange (NYSE).
Assets held in the Nuclear decommissioning trust (NDT), Non-qualified benefit plan (NQBP) trust, and Paid Leave Oregon trust are recorded at fair value in PGE’s condensed consolidated balance sheets and invested in securities that are exposed to interest rate, credit, and market volatility risks. These assets are classified within Level 1, 2, or 3 based on the following factors:
Debt securities—PGE invests in highly-liquid United States Treasury securities to support the investment objectives of the trusts. These domestic government securities are classified as Level 1 in the fair value hierarchy due to the availability of quoted prices for identical assets in an active market as of the measurement date.
Assets classified as Level 2 in the fair value hierarchy include domestic government debt securities, such as municipal debt, and corporate credit securities. Prices are determined by evaluating pricing data such as broker quotes for similar securities and adjusted for observable differences. Significant inputs used in valuation models generally include benchmark yields and issuer spreads. The external credit rating, coupon rate, and maturity of each security are considered in the valuation, as applicable.
Money market funds—PGE invests in money market funds that seek to maintain a stable NAV. These funds invest in high-quality, short-term, diversified money market instruments, short-term treasury bills, federal agency securities, certificates of deposits, and commercial paper. The Company believes the redemption value of these funds is likely to be the fair value, which is represented by the NAV. Redemption is permitted daily without written notice.
The NQBP trust is invested in exchange-traded government money market funds and is classified as Level 1 in the fair value hierarchy due to the availability of quoted prices in published exchanges such as Nasdaq and the NYSE. The money market fund in the NDT is valued at NAV as a practical expedient and is not included in the fair value hierarchy.
Assets and liabilities from price risk management activities, recorded at fair value in PGE’s condensed consolidated balance sheets, consist of derivative instruments entered into by the Company to manage its risk exposure to commodity price and foreign currency exchange rates and reduce volatility in NVPC for the Company’s retail customers. For additional information regarding these assets and liabilities, see Note 5, Risk Management.
For those assets and liabilities from price risk management activities classified as Level 2, fair value is derived using present value formulas that utilize inputs such as forward commodity prices and interest rates. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include commodity forwards, futures, and swaps.
Assets and liabilities from price risk management activities classified as Level 3 consist of longer-term commodity forwards, futures, swaps, and options for which fair value is derived using one or more significant inputs that are not observable for the entire term of the instrument.
Quantitative information regarding the significant, unobservable inputs used in the measurement of Level 3 assets and liabilities from price risk management activities is presented below:
| Fair Value · Valuation Technique · Significant Unobservable Input · Price per Unit | |||||||
|---|---|---|---|---|---|---|---|
| Commodity Contracts · Assets · Liabilities · Low · High · Weighted Average | |||||||
| (in millions) | |||||||
| Electricity physical forwards | $— | $29 | Discounted cash flow | Electricity forward price (per megawatt hour (MWh)) | $31.12 | $98.97 | $62.39 |
| Natural gas financial swaps | 1 | 6 | Discounted cash flow | Natural gas forward price (per Decatherm) | 1.85 | 8.09 | 2.61 |
| Electricity financial futures | — | 1 | Discounted cash flow | Electricity forward price (per MWh) | 36.00 | 95.27 | 41.48 |
| $1 | $36 | ||||||
| Electricity physical forwards | $— | $28 | Discounted cash flow | Electricity forward price (per MWh) | $14.00 | $99.68 | $59.43 |
| Natural gas financial swaps | — | 4 | Discounted cash flow | Natural gas forward price (per Decatherm) | 1.86 | 6.53 | 2.68 |
| Electricity financial futures | 1 | 3 | Discounted cash flow | Electricity forward price (per MWh) | 27.00 | 110.00 | 70.55 |
| $1 | $35 | ||||||
The significant unobservable inputs used in the Company’s fair value measurement of price risk management assets and liabilities are long-term forward prices for commodity derivatives. For certain long-term contracts, observable, liquid market transactions are not available for the duration of the delivery period. In such instances, the Company uses internally-developed long-term price curves that utilize observable data when available. When not available, regression techniques are used to estimate unobservable future prices.
The Company’s Level 3 assets and liabilities from price risk management activities are sensitive to market price changes in the respective underlying commodities. The significance of the impact is dependent upon the magnitude of the price change and PGE’s position as either the buyer or seller under the contract. Sensitivity of the fair value measurements to changes in the significant unobservable inputs is as follows:
| Significant Unobservable Input | Position | Change to Input | Impact on Fair Value |
|---|---|---|---|
| Market price | Buy | Increase (decrease) | Gain (loss) |
| Market price | Sell | Increase (decrease) | Loss (gain) |
Changes in the fair value of net liabilities from price risk management activities (net of assets from price risk management activities) classified as Level 3 in the fair value hierarchy were as follows (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Balance as of the beginning of the period | $31 | $45 | $34 | $45 |
| Net realized and unrealized losses/(gains)* | (1) | 15 | 3 | 15 |
| Transfers from Level 3 to Level 2 | 5 | 2 | (2) | 2 |
| Balance as of the end of the period | $35 | $62 | $35 | $62 |
- Both realized and unrealized losses/(gains), of which the unrealized portions are offset by the effects of regulatory accounting until settlement of the underlying transactions, are recorded in Revenues, net or Purchased power and fuel expense in the condensed consolidated statements of income and comprehensive income. Amounts include no net realized gains or losses for the three-month periods ended September 30, 2025 or 2024. For the nine-month periods ended September 30, 2025 and 2024, amounts include $4 million and $1 million in net realized gains, respectively.
Transfers out of Level 3 occur when the significant inputs become more observable, such as when the time between the valuation date and the delivery term of a transaction becomes shorter.
Long-term debt is recorded at amortized cost in PGE’s condensed consolidated balance sheets. The value of the Company’s Long-term debt is classified as a Level 2 fair value measurement.
As of September 30, 2025, the carrying amount of PGE’s long-term debt was $4,730 million, net of $17 million of unamortized debt expense, and its estimated aggregate fair value was $4,430 million. As of December 31, 2024, the carrying amount of PGE’s long-term debt was $4,524 million, net of $15 million of unamortized debt expense, and its estimated aggregate fair value was $3,963 million.
NOTE 5: RISK MANAGEMENT
PGE participates in the wholesale marketplace to balance its supply of power, which consists of its own generation combined with wholesale market transactions, to meet the needs of its retail customers, manage risk, and administer the Company’s long-term wholesale contracts. Wholesale market transactions include purchases and sales of both power and fuel resulting from economic dispatch decisions with respect to Company-owned generation resources. The Company also performs portfolio management and wholesale market services for third parties in the region and purchases and sells environmental credits in the wholesale marketplace. As a result of this ongoing business activity, PGE is exposed to commodity price risk and foreign currency exchange rate risk, from which changes in prices and/or rates may affect the Company’s financial position, results of operations, or cash flows.
PGE utilizes derivative instruments to manage its exposure to commodity price risk and foreign exchange rate risk in order to reduce volatility in NVPC for its retail customers. Such derivative instruments, recorded at fair value on the condensed consolidated balance sheets, may include forwards, futures, swaps, and options contracts for electricity, natural gas, and foreign currency, with changes in fair value recorded in the condensed consolidated statements of income and comprehensive income. In accordance with ratemaking and cost recovery processes authorized by the OPUC, PGE recognizes a regulatory asset or liability to defer the gains and losses from derivative activity until settlement of the associated derivative instrument. The Company may designate certain derivative instruments as cash flow hedges or may use derivative instruments as economic hedges. PGE does not intend to engage in trading activities for non-retail purposes.
PGE’s Assets and Liabilities from price risk management activities consist of the following (in millions):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Current assets: | ||
| Commodity contracts: | ||
| Electricity | $14 | $18 |
| Natural gas | 2 | 14 |
| Total current derivative assets (1) | 16 | 32 |
| Noncurrent assets: | ||
| Commodity contracts: | ||
| Electricity | — | 1 |
| Natural gas | 4 | 1 |
| Total noncurrent derivative assets (1) | 4 | 2 |
| Total derivative assets (2) | $20 | $34 |
| Current liabilities: | ||
| Commodity contracts: | ||
| Electricity | $16 | $32 |
| Natural gas | 117 | 115 |
| Total current derivative liabilities | 133 | 147 |
| Noncurrent liabilities: | ||
| Commodity contracts: | ||
| Electricity | 25 | 24 |
| Natural gas | 18 | 48 |
| Total noncurrent derivative liabilities | 43 | 72 |
| Total derivative liabilities (2) | $176 | $219 |
(1) Total current derivative assets are included in Other current assets, and Total noncurrent derivative assets are included in Other noncurrent assets on the condensed consolidated balance sheets.
(2) As of September 30, 2025 and December 31, 2024, no commodity derivative assets or liabilities were designated as hedging instruments.
PGE’s net volumes related to its Assets and Liabilities from price risk management activities resulting from its derivative transactions, which are expected to deliver or settle at various dates through 2035 were as follows (in millions):
| September 30, 2025 · December 31, 2024 | ||||
|---|---|---|---|---|
| Commodity contracts: | ||||
| Electricity | — | MWhs | 2 | MWhs |
| Natural gas | 224 | Decatherms | 199 | Decatherms |
| Foreign currency | $15 | Canadian | $34 | Canadian |
PGE has elected to report positive and negative exposures resulting from derivative instruments pursuant to agreements that meet the definition of a master netting arrangement gross on the condensed consolidated balance sheets. In the case of default on, or termination of, any contract under the master netting arrangements, such agreements provide for the net settlement of all related contractual obligations with a given counterparty through a single payment. These types of transactions may include non-derivative instruments, derivatives qualifying for scope exceptions, receivables and payables arising from settled positions, and other forms of non-cash collateral, such as letters of credit. As of September 30, 2025, gross amounts included as Price risk management liabilities subject to master netting agreements were $35 million, entirely for natural gas, for which PGE has posted $9 million collateral. As of December 31, 2024, gross amounts included as Price risk management liabilities subject to master netting agreements were $41 million, all of which was for natural gas, for which PGE had posted $16 million collateral.
Net realized and unrealized losses (gains) on derivative transactions not designated as hedging instruments are classified in Revenues, net or Purchased power and fuel, as applicable, in the condensed consolidated statements of income and comprehensive income and were as follows (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Commodity contracts: | ||||
| Electricity | $(39) | $(19) | $(32) | $(49) |
| Natural Gas | 101 | 50 | 146 | 70 |
| Foreign currency exchange | — | — | (1) | — |
Net unrealized and certain net realized losses/(gains) presented in the table above are offset within the condensed consolidated statements of income and comprehensive income by the effects of regulatory accounting. Of the net amounts recognized in Net income for the three-month periods ended September 30, 2025 and 2024, net losses of $37 million have been offset in each period. Net gains of $25 million and $17 million have been offset for the nine-month periods ended September 30, 2025 and 2024, respectively.
Assuming no changes in market prices and interest rates, the following table indicates the year in which the net unrealized loss recorded as of September 30, 2025 related to PGE’s derivative activities would become realized as a result of the settlement of the underlying derivative instrument (in millions):
| 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |
|---|---|---|---|---|---|---|---|
| Commodity contracts: | |||||||
| Electricity | $2 | $1 | $3 | $3 | $3 | $15 | $27 |
| Natural gas | 46 | 76 | 6 | 1 | — | — | 129 |
| Net unrealized loss | $48 | $77 | $9 | $4 | $3 | $15 | $156 |
PGE’s secured and unsecured debt is currently rated at investment grade by Moody’s Investors Service (Moody’s) and S&P Global Ratings (S&P). Should Moody’s or S&P reduce their rating on the Company’s unsecured debt to below investment grade, PGE could be subject to requests by certain wholesale counterparties to post additional performance assurance collateral, in the form of cash or letters of credit, based on total portfolio positions with each of those counterparties. Certain other counterparties would have the right to terminate their agreements with the Company.
The aggregate fair value of derivative instruments with credit-risk-related contingent features that were in a liability position as of September 30, 2025 was $169 million, for which PGE has posted $50 million in collateral, consisting of $13 million of letters of credit and $37 million of cash. If the credit-risk-related contingent features underlying these agreements were triggered at September 30, 2025, the cash requirement to either post as collateral or settle the instruments immediately would have been $125 million. As of September 30, 2025, PGE had $11 million cash collateral posted for derivative instruments with no credit-risk-related contingent features. Cash collateral for derivative instruments is classified as Margin deposits included in Other current assets on the Company’s condensed consolidated balance sheets.
As of September 30, 2025, PGE held from counterparties $11 million in collateral, consisting of $6 million of letters of credit and $5 million of cash. The obligation to return cash collateral held for derivative instruments is included in Accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets.
PGE is exposed to credit risk in its commodity price risk management activities related to potential nonperformance by counterparties. Credit risk may be concentrated to the extent the Company’s counterparties have similar economic, industry or other characteristics and due to direct or indirect relationships among the counterparties. PGE manages the risk of counterparty default according to its credit policies by performing financial credit reviews, setting limits and monitoring exposures, and requiring collateral (in the form of cash, letters of credit, and guarantees) when needed. The Company also uses standardized enabling agreements and, in certain cases, master netting agreements, which allow for the netting of positive and negative exposures under multiple agreements with counterparties.
See Note 4, Fair Value of Financial Instruments, for additional information concerning the determination of fair value for the Company’s Assets and Liabilities from price risk management activities.
NOTE 6: EARNINGS PER SHARE
Basic earnings per share are computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed using the weighted average number of common shares outstanding and the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Potential common shares consist of: i) employee stock purchase plan shares; ii) contingently issuable time-based and performance-based restricted stock units, along with associated dividend equivalent rights; and iii) shares issuable pursuant to the at-the-market offering program. See Note 7, Shareholders’ Equity, for additional information on the at-the-market offering program and the resulting impact on earnings per share. Unvested performance-based restricted stock units and associated dividend equivalent rights are included in dilutive potential common shares only after the performance criteria have been met. Anti-dilutive stock awards are excluded from the calculation of diluted earnings per common share.
For the three and nine months ended September 30, 2025, unvested performance-based restricted stock units and related dividend equivalent rights of 640 thousand shares were excluded from the dilutive calculation because the performance goals had not been met, with 515 thousand shares excluded for the three and nine months ended September 30, 2024.
Net income is the same for both the basic and diluted earnings per share computations. The denominators of the basic and diluted earnings per share computations are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Weighted-average common shares outstanding—basic | 110,170 | 103,845 | 109,708 | 102,730 |
| Dilutive effect of potential common shares | 246 | 493 | 250 | 228 |
| Weighted-average common shares outstanding—diluted | 110,416 | 104,338 | 109,958 | 102,958 |
NOTE 7: SHAREHOLDERS’ EQUITY
The activity in equity during the three and nine-month periods ended September 30, 2025 and 2024 was as follows (dollars in millions, except per share amounts):
| Common Stock · AccumulatedOtherComprehensiveLoss · RetainedEarnings | |||||
|---|---|---|---|---|---|
| Shares · Amount · Total | |||||
| Balances as of December 31, 2024 | 109,342,251 | $2,118 | $(4) | $1,680 | $3,794 |
| Issuances of shares pursuant to equity-based plans | 161,074 | — | — | — | — |
| Stock-based compensation | — | 5 | — | — | 5 |
| Dividends declared ($0.500 per share) | — | — | — | (55) | (55) |
| Net income | — | — | — | 100 | 100 |
| Balances as of March 31, 2025 | 109,503,325 | 2,123 | (4) | 1,725 | 3,844 |
| Issuances of shares pursuant to equity-based plans | 58,563 | 1 | — | — | 1 |
| Stock-based compensation | — | 3 | — | — | 3 |
| Dividends declared ($0.525 per share) | — | — | — | (58) | (58) |
| Net income | — | — | — | 62 | 62 |
| Balances as of June 30, 2025 | 109,561,888 | 2,127 | (4) | 1,729 | 3,852 |
| Issuances of shares pursuant to equity-based plans | 47,997 | — | — | — | — |
| Issuances of shares pursuant to equity agreements | 1,114,529 | 49 | — | — | 49 |
| Stock-based compensation | — | 3 | — | — | 3 |
| Other comprehensive income | — | — | 1 | — | 1 |
| Dividends declared ($0.5250 per share) | — | — | — | (58) | (58) |
| Net income | — | — | — | 103 | 103 |
| Balances as of September 30, 2025 | 110,724,414 | $2,179 | $(3) | $1,774 | $3,950 |
| Common Stock · AccumulatedOtherComprehensiveLoss · RetainedEarnings | |||||
|---|---|---|---|---|---|
| Shares · Amount · Total | |||||
| Balances as of December 31, 2023 | 101,159,609 | $1,750 | $(5) | $1,574 | $3,319 |
| Issuances of shares pursuant to equity-based plans | 148,926 | — | — | — | — |
| Issuances of shares pursuant to equity agreements | 1,714,972 | 78 | — | — | 78 |
| Other comprehensive income | — | — | 1 | — | 1 |
| Dividends declared ($0.475 per share) | — | — | — | (48) | (48) |
| Net income | — | — | — | 109 | 109 |
| Balances as of March 31, 2024 | 103,023,507 | 1,828 | (4) | 1,635 | 3,459 |
| Issuances of shares pursuant to equity-based plans | 43,176 | 1 | — | — | 1 |
| Stock-based compensation | — | 4 | — | — | 4 |
| Dividends declared ($0.500 per share) | — | — | — | (52) | (52) |
| Net income | — | — | — | 72 | 72 |
| Balances as of June 30, 2024 | 103,066,683 | 1,833 | (4) | 1,655 | 3,484 |
| Issuances of shares pursuant to equity-based plans | 37,837 | — | — | — | — |
| Issuances of shares pursuant to equity agreements | 2,351,070 | 100 | — | — | 100 |
| Stock-based compensation | — | 5 | — | — | 5 |
| Other comprehensive income | — | — | (1) | — | (1) |
| Dividends declared ($0.500 per share) | — | — | — | (52) | (52) |
| Net income | — | — | — | 94 | 94 |
| Balances as of September 30, 2024 | 105,455,590 | $1,938 | $(5) | $1,697 | $3,630 |
At-the-Market Offering Program—In July 2024, PGE entered into an equity distribution agreement under which it could sell up to $400 million of its common stock through at-the-market offering programs. In the fourth quarter of 2024 the Company entered into forward sale agreements for 1,420,049 shares. In December 2024, the Company issued 1,066,549 shares pursuant to the forward sale agreements and received net proceeds of $50 million. The Company entered into forward sale agreements for 1,996,890 shares, 1,707 shares, and 3,757,835 shares in the first, second, and third quarters of 2025, respectively. In August 2025, the Company issued 1,114,529 shares pursuant to the forward sale agreements and received net proceeds of $49 million. The Company could have physically settled the remaining amount by delivering 4,995,403 shares in exchange for cash of $209 million as of September 30, 2025. Any proceeds from the issuances of common stock will be used for general corporate purposes and investments in renewables and non-emitting dispatchable capacity.
Prior to settlement, the potentially issuable shares pursuant to the agreements may be reflected in PGE’s diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of PGE’s common stock used in calculating diluted earnings per share for a reporting period would be increased by the number of shares, if any, that would be issued upon physical settlement of the agreements less the number of shares that could be purchased by PGE in the market with the proceeds received from issuance (based on the average market price during that reporting period). Share dilution occurs when the average market price of PGE’s stock during the reporting period is higher than the average forward sale price during the reporting period. As of the three and nine months ended September 30, 2025, no shares were included in the calculation of diluted EPS related to the securities under the agreements. For additional information concerning the Company’s diluted earnings per share, see Note 6, Earnings Per Share.
Subsequent to September 30, 2025, on October 15, 2025, the Company issued 1,763,463 shares pursuant to the forward sale agreements and received net proceeds of $72 million.
NOTE 8: CONTINGENCIES
PGE is subject to legal, regulatory, and environmental proceedings, investigations, and claims that arise from time to time in the ordinary course of its business. Contingencies are evaluated using the best information available at the time the condensed consolidated financial statements are prepared. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company may seek regulatory recovery of certain costs that are incurred in connection with such matters, although there can be no assurance that such recovery would be granted.
Loss contingencies are accrued, and disclosed if material, when it is probable that an asset has been impaired or a liability incurred as of the financial statement date and the amount of the loss can be reasonably estimated. If a reasonable estimate of probable loss cannot be determined, a range of loss may be established, in which case the minimum amount in the range is accrued, unless some other amount within the range appears to be a better estimate.
A loss contingency will also be disclosed when it is reasonably possible that an asset has been impaired, or a liability incurred, if the estimate or range of potential loss is material. If a probable or reasonably possible loss cannot be reasonably estimated, then PGE: i) discloses an estimate of such loss or the range of such loss, if the Company is able to determine such an estimate; or ii) discloses that an estimate cannot be made and the reasons why the estimate cannot be made.
If an asset has been impaired or a liability incurred after the financial statement date, but prior to the issuance of the financial statements, the loss contingency is disclosed, if material, and the amount of any estimated loss is recorded in either the current or the subsequent reporting period, depending on the nature of the underlying event.
PGE evaluates, on a quarterly basis, developments in such matters that could affect the amount of any accrual, as well as the likelihood of developments that would make a loss contingency both probable and reasonably estimable. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves a series of complex judgments about future events. Management is often unable to estimate a reasonably possible loss, or a range of loss, particularly in cases in which: i) the damages sought are indeterminate or the basis for the damages claimed is not clear; ii) the proceedings are in the early stages; iii) discovery is not complete; iv) the matters involve novel or unsettled legal theories; v) significant facts are in dispute; vi) a large number of parties are represented (including circumstances in which it is uncertain how liability, if any, would be shared among multiple defendants); or vii) a wide range of potential outcomes exist. In such cases, there may be considerable uncertainty regarding the timing or ultimate resolution, including any possible loss, fine, penalty, or business impact.
EPA Investigation of Portland Harbor
An investigation by the United States Environmental Protection Agency (EPA) that began in 1997 of a segment of the Willamette River known as Portland Harbor revealed significant contamination of river sediments. The EPA subsequently included Portland Harbor on the National Priority List pursuant to the federal Comprehensive Environmental Response, Compensation, and Liability Act as a federal Superfund site. PGE has been included among more thanone hundred Potentially Responsible Parties (PRPs), as it historically owned or operated property near the river.
A Portland Harbor site remedial investigation was completed pursuant to an agreement between the EPA and several PRPs known as the Lower Willamette Group (LWG), which did not include PGE. The LWG funded the remedial investigation and feasibility study and stated that it had incurred $115 million in investigation-related costs. The Company anticipates that such costs will ultimately be allocated to PRPs as a part of the allocation process for remediation costs of the EPA’s preferred remedy.
The EPA finalized a feasibility study, along with the remedial investigation, and the results provided the framework for the EPA to determine a clean-up remedy for Portland Harbor that was documented in a Record of Decision (ROD) issued in 2017. The ROD outlined the EPA’s selected remediation plan for clean-up of Portland Harbor that had an undiscounted estimated total cost of $1.7 billion, comprised of $1.2 billion related to remediation construction costs and $0.5 billion related to long-term operation and maintenance costs. Remediation construction costs were estimated to be incurred over a 13-year period, with long-term operation and maintenance costs estimated to be incurred over a 30-year period from the start of construction. Stakeholders have raised concerns that the EPA’s cost estimates are understated, and PGE estimates undiscounted total remediation costs for Portland Harbor per the ROD could range from $1.9 billion to $3.5 billion. The EPA acknowledged the estimated costs were based on data that was outdated and that pre-remedial design sampling was necessary to gather updated baseline data to better refine the remedial design and estimated cost.
A small group of PRPs performed pre-remedial design sampling to update baseline data and submitted the data in an updated evaluation report to the EPA for review. The evaluation report concluded that the conditions of Portland Harbor have improved substantially with the passage of time. In response, the EPA indicated that while it would use the data to inform implementation of the ROD, the EPA’s conclusions remained materially unchanged. With the completion of pre-remedial design sampling, Portland Harbor is now in the remedial design phase, which consists of additional technical information and data collection to be used to design the expected remedial actions. Certain PRPs, not including PGE, have entered into consent agreements to perform remedial design and the EPA has indicated it will take the initial lead to perform remedial design on the remaining areas. The Company anticipates that remedial design costs will ultimately be allocated to PRPs as a part of the allocation process for remediation costs of the EPA’s preferred remedy. The entirety of Portland Harbor continues under an active engineering design phase.
PGE continues to participate in a voluntary process to determine an appropriate allocation of costs amongst the PRPs. Significant uncertainties remain surrounding facts and circumstances that are integral to the determination of such an allocation percentage, including conclusion of remedial design, a final allocation methodology, and data with regard to property specific activities and history of ownership of sites within Portland Harbor that will inform the precise boundaries for clean-up. It is probable that PGE will share in a portion of the costs related to Portland Harbor.
In November 2024, the EPA issued a Special Notice Letter (SNL) to 60 entities, including PGE, with requirements and deadlines that may ultimately lead to litigation, in relation to Portland Harbor. By letter dated May 30, 2025, PGE responded in coordination with other SNL recipients, as recommended by the EPA. Formal negotiations are anticipated to take approximately two years, concluding in fall 2026 and no later than March 2027.
Based on the above facts and remaining uncertainties in the voluntary allocation process, PGE does not currently have sufficient information to reasonably estimate the amount, or range, of its potential liability or determine an allocation percentage that would represent PGE’s portion of the liability to clean-up Portland Harbor. However, the Company may obtain sufficient information, prior to the final determination of allocation percentages among PRPs, to develop a reasonable estimate, or range, of its potential liability that would require recording of the estimate, or low end of the range. The Company’s liability related to the cost of remediating Portland Harbor could be material to PGE’s financial position.
In cases in which injuries to natural resources have occurred as a result of releases of hazardous substances, federal and state natural resource trustees may seek to recover for damages at such sites, which are referred to as Natural Resource Damages (NRD). The EPA does not manage NRD assessment activities but does provide claims information and coordination support to the NRD trustees. NRD assessment activities are typically conducted by a Council made up of the trustee entities for the site. The Portland Harbor NRD trustees consist of the National Oceanic and Atmospheric Administration, the U.S. Fish and Wildlife Service, the State, the Confederated Tribes of the Grand Ronde Community of Oregon, the Confederated Tribes of Siletz Indians, the Confederated Tribes of the Umatilla Indian Reservation, the Confederated Tribes of the Warm Springs Reservation of Oregon, and the Nez Perce Tribe.
The NRD trustees may seek to negotiate legal settlements or take other legal actions against the parties responsible for the damages. Funds from such settlements must be used to restore injured resources and may also compensate the trustees for costs incurred in assessing the damages. PGE’s portion of NRD liabilities related to Portland Harbor does not have a material impact on its results of operations, financial position, or cash flows.
The impact of costs related to EPA and NRD liabilities on the Company’s results of operations is mitigated by the Portland Harbor Environmental Remediation Account (PHERA) mechanism. As approved by the OPUC in 2017, the PHERA allows the Company to defer estimated liabilities and recover incurred environmental expenditures related to Portland Harbor through a combination of third-party proceeds, including but not limited to insurance recoveries, and, if necessary, through customer prices. The mechanism established annual prudency reviews of environmental expenditures and third-party proceeds. Annual expenditures in excess of $6 million, excluding expenses related to contingent liabilities, are subject to an annual earnings test and would be ineligible for recovery to the extent PGE’s actual regulated return on equity exceeds its return on equity as authorized by the OPUC in PGE’s most recent GRC. PGE’s results of operations may be impacted to the extent such expenditures are deemed imprudent by the OPUC or ineligible per the prescribed earnings test. The Company plans to seek recovery of any costs resulting from the EPA’s determination of liability for Portland Harbor through application of the PHERA. At this time, PGE is not collecting any Portland Harbor cost from the PHERA through customer prices.
Colstrip-Related Litigation
The Company has a 20% ownership interest in the Colstrip Units 3 and 4 coal-fired generating plant (Colstrip), which is located in the state of Montana and operated by one of the co-owners, Talen Montana, LLC. Various business disagreements have arisen amongst the co-owners regarding interpretation of the Ownership and Operation (O&O) Agreement and other matters. In 2021, an arbitration process was initiated by co-owner, NorthWestern Corporation, against all other co-owners of Colstrip to address such business disagreements and to determine whether co-owners representing 55% or more of the ownership shares can vote to close one or both units of Colstrip, or, alternatively, whether unanimous consent is required. The parties have agreed to stay the arbitration proceedings indefinitely. PGE cannot predict the ultimate outcome of this matter.
Wrongful Death Claims
In September 2025, PGE received a complaint filed in Multnomah County Circuit Court on behalf of the estates of three members of the public and their relatives, with regard to three fatalities that occurred during the January
2024 storm and severe winter weather event. The claim seeks a total of $375 million related to their deaths and surviving family members’ claims. Business entities that own and operate an apartment complex are also named as defendants. At this time, as the case is in its early stages, PGE is unable to estimate a range of any reasonably possible loss. The Company denies liability and plans to defend its case.
Other Matters
PGE is subject to other regulatory, environmental, and legal proceedings, investigations, and claims that arise from time to time in the ordinary course of business that may result in judgments against the Company. Although management currently believes that resolution of such known matters, individually and in the aggregate, will not have a material impact on its financial position, results of operations, or cash flows, these matters are subject to inherent uncertainties, and management’s view of these matters may change in the future.
NOTE 9: GUARANTEES
PGE enters into financial agreements for, and purchase and sale agreements involving physical delivery of, both power and natural gas that include indemnification provisions relating to certain claims or liabilities that may arise relating to the transactions contemplated by these agreements. Generally, a maximum obligation is not explicitly stated in the indemnification provisions and, therefore, the overall maximum amount of the obligation under such indemnifications cannot be reasonably estimated. PGE periodically evaluates the likelihood of incurring costs under such indemnities based on the Company’s historical experience and the evaluation of the specific indemnities. As of September 30, 2025, management believes the likelihood is remote that PGE would be required to perform under such indemnification provisions or otherwise incur any significant losses with respect to such indemnities. The Company has not recorded any liability on the condensed consolidated balance sheets with respect to these indemnities.
NOTE 10: INCOME TAXES
Income tax expense for interim periods is based on the estimated annual effective tax rate, which includes tax credits, regulatory flow-through adjustments, and other items, applied to the Company’s year-to-date, pre-tax income. The significant differences between the Federal statutory tax rate and PGE’s effective tax rate are reflected in the following table:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Federal statutory tax rate | 21.0% | 21.0% | 21.0% | 21.0% |
| Federal tax credits* | (15.4) | (16.5) | (12.5) | (16.9) |
| State and local taxes, net of federal tax benefit | 9.6 | 7.3 | 8.6 | 8.5 |
| Flow-through depreciation and cost basis differences | 0.5 | (0.6) | (0.2) | (0.6) |
| Reversal of excess deferred income tax | (1.1) | (1.9) | (1.7) | (2.4) |
| Executive compensation | 1.0 | 0.3 | 0.9 | 0.4 |
| Other | 0.7 | 0.9 | 0.8 | 0.2 |
| Effective tax rate | 16.3% | 10.5% | 16.9% | 10.2% |
- Federal tax credits primarily consist of production tax credits (PTCs) earned from Company-owned wind-powered generating facilities as well as amortization of investment tax credits (ITCs). PTCs are earned based on a per-kilowatt hour rate and, as a result, the annual amount of PTCs earned will vary based on weather conditions and availability of the facilities. PTCs are earned for 10 years from the in-service dates of the corresponding facilities. PGE’s PTC generation will end at various dates through 2033. The generation of production tax credits from Tucannon River Wind Farm ended in 2024. ITCs are deferred and amortized as a reduction of income tax expense over the estimated useful lives of the related properties.
Carryforwards
Federal tax credit carryforwards as of September 30, 2025 and December 31, 2024 were $85 million and $69 million, respectively. These credits primarily consist of PTCs and ITCs, which will expire at various dates through 2045. PGE included anticipated proceeds from the sale of tax credits in determining the need for a valuation allowance. PGE believes that it is more likely than not that its deferred income tax assets as of September 30, 2025 will be realized, however a valuation allowance has been recorded for the expected discount on the sale of tax credits. The valuation allowance as of September 30, 2025 was $1 million and was deferred as a regulatory asset. As of December 31, 2024, no material valuation allowance was recorded. As of September 30, 2025, and December 31, 2024, PGE had no material unrecognized tax benefits.
NOTE 11: SEGMENT INFORMATION
PGE is a vertically-integrated electric utility engaged in the generation, transmission, distribution, and retail sale of electricity. The Company participates in wholesale markets by purchasing and selling electricity and natural gas in an effort to meet the needs of, and obtain reasonably-priced power for its retail customers, manage risk, and administer its long-term wholesale contracts. The Company generates revenues and cash flows primarily from the sale and distribution of electricity to retail customers in its service territory in the State.
The Company has identified one operating and reportable segment and defines its segment on the basis of the way in which internally reported financial information is regularly reviewed by the chief operating decision maker (CODM) to analyze financial performance, make decisions, and allocate resources. The Company’s CODM is the President and Chief Executive Officer.
The Company’s CODM assesses the segment’s performance by using Consolidated Net Income. The CODM uses Consolidated Net Income predominantly as a key input to earnings per share and return on equity, which is an important metric for investors and regulators and is also tied to employee compensation.
The table below provides information about the Company’s single business segment, including significant segment expenses, and includes reconciliation to Consolidated Net Income (dollars in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Total revenues | $952 | $929 | $2,687 | $2,616 |
| Operating expenses: | ||||
| Purchased power and fuel | 372 | 380 | 1,034 | 1,060 |
| Operating and maintenance expense: | ||||
| Generation, transmission and distribution | 112 | 131 | 336 | 337 |
| Administrative and other | 99 | 102 | 291 | 294 |
| Total operating and maintenance expense | 211 | 233 | 627 | 631 |
| Depreciation and amortization | 148 | 126 | 427 | 369 |
| Taxes other than income taxes | 47 | 44 | 139 | 132 |
| Total operating expenses | 778 | 783 | 2,227 | 2,192 |
| Income from operations | 174 | 146 | 460 | 424 |
| Interest expense, net: | ||||
| Interest expense | 62 | 57 | 182 | 168 |
| Allowance for borrowed funds used during construction | (2) | (4) | (9) | (12) |
| Total interest expense, net | 60 | 53 | 173 | 156 |
| Other income, net: | 9 | 12 | 32 | 38 |
| Income before income taxes | 123 | 105 | 319 | 306 |
| Income tax expense | 20 | 11 | 54 | 31 |
| Net income | $103 | $94 | $265 | $275 |
Certain additional financial information relating to the Company’s single business segment was as follows (dollars in millions):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Total assets | $13,014 | $12,544 |
| Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Capital expenditures | 899 | 876 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.