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What changed in PORTLAND GENERAL ELECTRIC CO /OR/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of PORTLAND GENERAL ELECTRIC CO /OR/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+536 added−471 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-14)

Top changes in PORTLAND GENERAL ELECTRIC CO /OR/'s 2025 10-K

536 paragraphs added · 471 removed · 360 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

96 edited+22 added−17 removed91 unchanged
Biggest changeRetail Revenues Retail customers are classified as residential, commercial, or industrial, with no single customer representing more than 9% of PGE’s total retail revenues or 14% of total retail deliveries during 2024. 8 Table of Contents PGE’s Retail revenues, retail energy deliveries, and average number of retail customers consist of the following: Years Ended December 31, 2024 2023 2022 Retail revenues (1) (dollars in millions): Residential $ 1,457 51 % $ 1,263 52 % $ 1,158 52 % Commercial 924 33 808 33 735 33 Industrial 458 16 368 15 312 14 Subtotal 2,839 100 2,439 100 2,205 99 Alternative revenue programs, net of amortization (40) (1) 11 — 11 1 Other accrued (deferred) revenues, net 16 1 (3) — 7 — Total retail revenues $ 2,815 100 % $ 2,447 100 % $ 2,223 100 % Retail energy deliveries (2) (MWh in thousands): Residential 7,732 36 % 7,952 37 % 8,088 38 % Commercial 7,024 32 7,178 34 7,198 34 Industrial 6,941 32 6,293 29 5,945 28 Total retail energy deliveries 21,697 100 % 21,423 100 % 21,231 100 % Average number of retail customers: Residential 829,721 88 % 815,920 88 % 809,573 88 % Commercial 113,942 12 112,667 12 112,602 12 Industrial 281 — 273 — 269 — Total 943,944 100 % 928,860 100 % 922,444 100 % (1) Includes both revenues from customers who purchase their energy supplies from the Company and revenues from the delivery of energy to those commercial and industrial customers that purchase their energy from ESSs.
Biggest changeRetail Revenues Retail customers are classified as residential, commercial, or industrial, with no single customer representing more than 9% of PGE’s total retail revenues or 13% of total retail deliveries during 2025. 7 Table of Contents PGE’s Retail revenues, retail energy deliveries, and average number of retail customers consist of the following: Years Ended December 31, 2025 2024 2023 Retail revenues (1) (dollars in millions): Residential $ 1,486 48 % $ 1,457 51 % $ 1,263 52 % Commercial 985 32 924 33 808 33 Industrial 561 18 458 16 368 15 Subtotal 3,032 98 % 2,839 100 % 2,439 100 % Alternative revenue programs, net of amortization 21 1 (40 ) (1 ) 11 — Other accrued (deferred) revenues, net 17 1 16 1 (3 ) — Total retail revenues $ 3,070 100 % $ 2,815 100 % $ 2,447 100 % Retail energy deliveries (2) (MWh in thousands): Residential 7,596 34 % 7,732 36 % 7,952 37 % Commercial 7,015 31 7,024 32 7,178 34 Industrial 7,919 35 6,941 32 6,293 29 Total retail energy deliveries 22,530 100 % 21,697 100 % 21,423 100 % Average number of retail customers: Residential 840,457 88 % 829,721 88 % 815,920 88 % Commercial 114,912 12 113,942 12 112,667 12 Industrial 286 — 281 — 273 — Total 955,655 100 % 943,944 100 % 928,860 100 % (1) Includes both revenues from customers who purchase their energy supplies from the Company and revenues from the delivery of energy to those commercial and industrial customers that purchase their energy from ESSs.
Although the Company includes such customers in its customer counts, and energy delivered to such commercial and industrial customers in its total retail energy deliveries, retail revenues include only delivery charges and applicable transition adjustments for these Direct Access customers, as the customers purchase energy directly from the ESSs.
Although the Company includes such customers in its customer counts and energy delivered to such commercial and industrial customers in its total retail energy deliveries, retail revenues for these Direct Access customers include only delivery charges and applicable transition adjustments, as the customers purchase energy directly from the ESSs.
Under cost-of-service pricing, residential and small commercial customers may select portfolio options from PGE that include time-of-use and renewable resource pricing. The Company also offers various energy shifting programs like Peak Time Rebates, Smart Thermostat, Time of Day, and Smart Charging, all of which enable PGE to safely reduce power use on the system during peak demand.
Under cost-of-service pricing, residential and small commercial customers may select portfolio options from PGE that include time-of-use, time-of-day, and renewable resource pricing. The Company also offers various energy shifting programs like Peak Time Rebates, Smart Thermostat, and Smart Charging, all of which enable PGE to safely reduce power use on the system during peak demand.
The portion of PGE’s retail load requirements generated by its plants varies from year to year and is determined by various factors, including planned and unplanned outages, availability and price of coal and natural gas, precipitation and snow-pack levels, the market price of electricity, and wind variability.
The portion of PGE’s retail load requirements generated by its plants varies from year to year and is determined by various factors, including planned and unplanned outages, availability and price of natural gas and coal, precipitation and snow-pack levels, the market price of electricity, and wind variability.
PGE has also introduced an Industrial Injury Prevention Specialist (IIPS) and accompanying 24/7 nurse line/injury care program, which focuses on building a culture of total worker health for field employees, providing coaching on ergonomics, muscle care, and acute/chronic injury prevention.
PGE also has an Industrial Injury Prevention Specialist (IIPS) and accompanying 24/7 nurse line/injury care program, which focuses on building a culture of total worker health for field employees, providing coaching on ergonomics, muscle care, and acute/chronic injury prevention.
The EPA has listed PGE among the more than one hundred Potentially Responsible Parties (PRPs) in this matter, as PGE historically owned or operated property near the river.
The EPA listed PGE among the more than one hundred Potentially Responsible Parties (PRPs) in this matter, as PGE historically owned or operated property near the river.
For further information on the final regulations, see “EPA Regulations for Electric Generating Facilities” in the Laws and Regulations section of the Overview in Item 7. —“ Management’s Discussion and Analysis of Financial Condition and Results of Operations.” PGE continues to evaluate the final rules to assess the impact they may have on the Company’s continuing investment in Colstrip and on the Company’s operation of its existing natural gas fleet.
For further information on the final regulations, see “EPA Regulations for Electric Generating Facilities” in the Laws and Regulations section of the Overview in Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” PGE continues to evaluate the final rules to assess the impact they may have on the Company’s continuing investment in Colstrip and on the Company’s operation of its existing natural gas fleet.
Other operating revenues represented 2% of total revenues in 2024, 2023, and 2022. Seasonality Demand for electricity by PGE’s residential and, to a lesser extent, commercial and industrial customers is affected by seasonal weather conditions. The Company uses various measures, including heating and cooling degree-days and wind speeds to determine the effect of weather on the demand for electricity.
Other operating revenues represented 2% of total revenues in 2025, 2024, and 2023. Seasonality Demand for electricity by PGE’s residential and, to a lesser extent, commercial and industrial customers is affected by seasonal weather conditions. The Company uses various measures, including heating and cooling degree-days and wind speeds to determine the effect of weather on the demand for electricity.
PGE records regulatory assets or liabilities if it is probable that they will be reflected in future prices, based on regulatory orders or other available evidence. 5 Table of Contents The Company periodically assesses the applicability of regulatory accounting to its business, considering both the current and anticipated future regulatory environment and related accounting guidance .
PGE records regulatory assets or liabilities if it is probable that they will be reflected in future prices, based on regulatory orders or other available evidence. 4 Table of Contents The Company periodically assesses the applicability of regulatory accounting to its business, considering both the current and anticipated future regulatory environment and related accounting guidance .
For additional information, see “Regulatory Assets and Liabilities” in Note 2, Summary of Significant Accounting Policies, and Note 7, Regulatory Assets and Liabilities, in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data.” Federal Regulation Several federal agencies, including the Federal Energy Regulatory Commission (FERC), the U.S.
For additional information, see “Regulatory Assets and Liabilities” in Note 2, Summary of Significant Accounting Policies, and Note 7, Regulatory Assets and Liabilities, in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data.” Federal Regulation Multiple federal agencies, including the Federal Energy Regulatory Commission (FERC), the U.S.
For additional information regarding the EPA action on Portland Harbor, see Note 19, Contingencies, in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data.” PGE is subject to regulation by the United States Department of Energy (USDOE), which, under the Nuclear Waste Policy Act of 1982, is responsible for the permanent storage and disposal of spent nuclear fuel.
For 20 Table of Contents additional information regarding the EPA action on Portland Harbor, see Note 19, Contingencies, in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data.” PGE is subject to regulation by the United States Department of Energy (USDOE), which, under the Nuclear Waste Policy Act of 1982, is responsible for the permanent storage and disposal of spent nuclear fuel.
Coal The Colstrip co-owners obtain coal to fuel the plant via conveyor belt from a mine that lies adjacent to the facility and is the sole source of coal supply for the plant. The coal supply contract with the owner of the mine is scheduled to expire at the end of 2025.
Coal The Colstrip co-owners obtain coal to fuel the plant via conveyor belt from a mine that lies adjacent to the facility and is the sole source of coal supply for the plant. The coal supply contract with the owner of the mine is scheduled to expire at the end of 2029.
For further information on SB 1547, see “ RPS standards and related laws” in the Overview section of Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” ◦ During 2021, the State legislature passed Oregon House Bill (HB) 2021, which established clean energy targets and set out a framework that includes, among other things, the development and submittal of CEPs for investor-owned utilities, including PGE, and Electricity Service Suppliers (ESSs) in the State.
For further information on SB 1547, see “ RPS standards and related laws” in the Overview section of Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 6 Table of Contents o During 2021, the State legislature passed Oregon House Bill (HB) 2021, which established clean energy targets and set out a framework that includes, among other things, the development and submittal of CEPs for investor-owned utilities, including PGE, and Electricity Service Suppliers (ESSs) in the State.
Under a separate PPA executed in 2014, PGE paid fixed capacity and 15 Table of Contents energy charges to the CTWS for 100% of its share of the project through 2024. The CTWS exercised their option to purchase an additional undivided 16.66% ownership interest in Pelton/Round Butte effective January 1, 2022.
Under a separate PPA executed in 2014, PGE paid fixed capacity and energy charges to the CTWS for 100% of its share of the project through 2024. The CTWS exercised their option to purchase an additional undivided 16.66% ownership interest in Pelton/Round Butte effective January 1, 2022.
For additional information regarding the Company’s transmission and distribution facilities, see “ Transmission and Distribution ” in Item 2.—“Properties.” 18 Table of Contents Environmental Matters PGE’s operations are subject to a wide range of environmental protection laws and regulations, which pertain to air and water quality, endangered species and wildlife protection, and hazardous materials.
For additional information regarding the Company’s transmission and distribution facilities, see “ Transmission and Distribution ” in Item 2.—“Properties.” Environmental Matters PGE’s operations are subject to a wide range of environmental protection laws and regulations, which pertain to air and water quality, endangered species and wildlife protection, and hazardous materials.
For further information regarding Direct Access deliveries, see “Customers and demand” in the Overview section of Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 10 Table of Contents PGE’s customers have a desire for purchasing clean energy, as over 230 thousand residential and small commercial customers voluntarily participate in PGE’s Green Future Program, the largest renewable power program by participation in the nation.
For further information regarding Direct Access deliveries, see “Customers and demand” in the Overview section of Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 9 Table of Contents PGE’s customers have a desire for purchasing clean energy, as over 221 thousand residential and small commercial customers voluntarily participate in PGE’s Green Future Program, the largest renewable power program by participation in the nation.
Favorable tax policies, both State and Federal, and connectivity both locally and to overseas markets via the transpacific cable have led to strong data center development in PGE's service area. Customer Choice Programs —In addition to standard cost-of-service pricing, the Company offers different pricing options.
Federal and State tax incentives and connectivity both locally and to overseas markets via the transpacific cable have led to strong data center development in PGE's service area. Customer Choice Programs —In addition to standard cost-of-service pricing, the Company offers different pricing options.
The Company also participates in the California Independent System Operator’s (CAISO) western Energy Imbalance Market (western EIM), which allows for load balancing with other western EIM participants in five-minute intervals. Wholesale revenues represented 16% of total revenues in 2024, and 14% in 2023 and 2022.
The Company also participates in the California Independent System Operator’s (CAISO) western Energy Imbalance Market (western EIM), which allows for load balancing with other western EIM participants in five-minute intervals. Wholesale revenues represented 12% of total revenues in 2025, 16% in 2024, and 14% in 2023.
Bekkedahl 63 Senior Vice President, Strategy and Advanced Energy Delivery (December 2023 to present), Senior Vice President, Advanced Energy Delivery (July 2021 to December 2023), Vice President, Grid Architecture, Integration and Systems Operations (January 2019 to July 2021). 2014 M.
Bekkedahl 64 Senior Vice President, Strategy and Advanced Energy Delivery (December 2023 to present), Senior Vice President, Advanced Energy Delivery (July 2021 to December 2023), Vice President, Grid Architecture, Integration and Systems Operations (January 2019 to July 2021). 2014 M.
NextEra Energy Resources, LLC owns the resource and sells the capacity to PGE under a 20-year agreement. The project was placed in-service in December 2024. 17 Table of Contents • Coffee Creek —PGE entered into an agreement to construct a 17 MW BESS in Sherwood, Oregon. PGE owns the resource.
NextEra Energy Resources, LLC owns the resource and sells the capacity to PGE under a 20-year agreement. The project was placed in-service in December 2024. • Coffee Creek —PGE entered into an agreement to construct a 17 MW BESS in Sherwood, Oregon.
ITEM 1. BUSINESS. General Portland General Electric Company (PGE or the Company), a vertically-integrated electric utility with corporate headquarters located in Portland, Oregon, is engaged in the generation, wholesale purchase and sale, transmission, distribution, and retail sale of electricity to customers in the state of Oregon (State).
ITEM 1. B USINESS. General Portland General Electric Company (PGE or the Company), a vertically-integrated electric utility with corporate headquarters located in Portland, Oregon, is engaged in the generation, wholesale purchase and sale, transmission, distribution, and retail sale of electricity to customers in the state of Oregon (State).
Oregon’s most populous city, Portland, and most populous county, Multnomah, have each passed resolutions to achieve 100 percent clean and renewable electricity by 2035 and 100 percent economy-wide clean and renewable energy by 2050. Other jurisdictions in PGE’s service area have set, or are considering, similar goals.
Oregon’s most populous city, Portland, and most populous county, Multnomah, have each passed resolutions to achieve 100 percent clean and renewable electricity by 2035 and 100 percent economy-wide clean and renewable energy by 2050. Other jurisdictions in PGE’s service area have set similar goals.
HB 2021 —In 2021, the Oregon Legislature passed HB 2021, which requires retail electricity providers to reduce GHG emissions associated with serving Oregon retail electricity consumers 80% by 2030, 90% by 2035, and 100% by 2040, compared to their baseline emissions levels.
HB 2021 —In 2021, the Oregon Legislature passed HB 2021, which, among other things, requires retail electricity providers to reduce GHG emissions associated with serving Oregon retail electricity consumers 80% by 2030, 90% by 2035, and 100% by 2040, compared to their baseline emissions levels.
Because PGE operates facilities that can pose risks to a variety of such birds and eagles, the Company developed an Avian Protection Plan to help address and reduce risks to avian species that may be 20 Table of Contents affected by Company operations.
Because PGE operates facilities that can pose risks to a variety of such birds and eagles, the Company developed an Avian Protection Plan to help address and reduce risks to avian species that may be affected by Company operations.
Green Future Impact Program — PGE has three contracts representing 360 MW of capacity to purchase power generated from renewable resources to support the Green Future Impact Program: • a 15-year contract with Avangrid Renewables representing 162 MW from a renewable solar facility in Gilliam County, Oregon that was placed in service in January 2023.
Green Future Impact Program — PGE has four contracts representing 480 MW of capacity to purchase power generated from renewable resources to support the Green Future Impact Program: • a 15-year contract with Avangrid Renewables representing 162 MW from a renewable solar facility in Gilliam County, Oregon that was placed in service in January 2023.
Dispatchable Standby Generation (DSG) —PGE has a DSG program under which the Company can dispatch and monitor customer-owned backup generators to provide NERC-required operating reserves. As of December 31, 2024, there were 78 generators with a total DSG nameplate capacity of 129 MW.
Dispatchable Standby Generation (DSG) —PGE has a DSG program under which the Company can dispatch and monitor customer-owned backup generators to provide NERC-required operating reserves. As of December 31, 2025, there were 77 generators with a total DSG nameplate capacity of 129 MW.
This capacity is reflected within solar purchased power in the resource and contracted capacity table above; • a 25-year contract with Avangrid Renewables representing 138 MW from a renewable solar facility in Wasco County, Oregon that is expected to be placed in service in January 2026.
This capacity is reflected within solar purchased power in the resource and contracted capacity table above; • a 25-year contract with Avangrid Renewables representing 138 MW from a renewable solar facility in Wasco County, Oregon that was placed in service in January 2026.
For information regarding actual generating output and purchases for the years ended December 31, 2024 and 2023, see the Results of Operations section of Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Generation PGE’s generating resources consist of six thermal plants (natural gas- and coal-fired), four wind farms, and seven hydroelectric facilities.
For information regarding actual generating output and purchases for the years ended December 31, 2025 and 2024, see the Results of Operations section of Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 12 Table of Contents Generation PGE’s generating resources consist of six thermal plants (natural gas- and coal-fired), four wind farms, and seven hydroelectric facilities.
Programs include a digital wellness platform, an Employee Assistance Program that provides free and confidential wellness counseling to all employees and their families, financial education, on-site fitness facilities, volunteer opportunities, company-match on charitable contributions, and tuition reimbursement.
Programs include a digital wellness platform, an Employee Assistance Program that provides free and confidential wellness counseling to all employees and their families, financial 21 Table of Contents education, on-site fitness facilities, volunteer opportunities, company-match on charitable contributions, and tuition reimbursement.
PGE manages its air emissions at its thermal generating plants by the use of low sulfur fuel, emissions and combustion controls and monitoring, and sulfur dioxide allowances awarded pursuant to the CAA.
PGE manages its air emissions at its thermal generating plants by the use of 18 Table of Contents low sulfur fuel, emissions and combustion controls and monitoring, and sulfur dioxide allowances awarded pursuant to the CAA.
In May 2023, the EPA proposed a successor rule to the CPP including CAA emissions limits and guidelines for carbon dioxide emissions from fossil-fuel fired power plants based on cost-effective and available control technologies. On April 25, 2024, the EPA released final regulations pertaining to electric generation facilities.
In May 2023, the EPA proposed a successor rule to the prior GHG federal rules, including CAA emissions limits and guidelines for carbon dioxide emissions from fossil-fuel fired power plants based on cost-effective and available control technologies. On April 25, 2024, the EPA released final regulations pertaining to electric generation facilities.
PGE and the CTWS executed an additional 16-year PPA which begins on January 1, 2025, that effectively extends the term from 2024 to 2040 and increases the capacity payments in the extension period. • Other —The remaining capacity is primarily comprised of a contract with Portland Hydro, which expires in 2032, that provides for the purchase of power generated from hydroelectric projects with capacity of 36 MW.
PGE and the CTWS executed an additional 16-year PPA which began on January 1, 2025, that effectively extended the term from 2024 to 2040 and increased the capacity payments in the extension period. • Other —The remaining capacity is primarily comprised of a contract with Portland Hydro, which expires in 2032, that provides for the purchase of power generated from hydroelectric projects with capacity of 36 MW.
Pope 59 President (October 2017 to present) and Chief Executive Officer (January 2018 to present). 2009 Joseph R.
Pope 60 President (October 2017 to present) and Chief Executive Officer (January 2018 to present). 2009 Joseph R.
This additional capacity is not reflected in the resource and contracted capacity table above; and • a 25-year contract with Avangrid Renewables representing 60 MW from a renewable solar facility in Wasco County, Oregon that is expected to be placed in service in January 2026. This additional capacity is not reflected in the resource and contracted capacity table above.
This additional capacity is not yet reflected in the resource and contracted capacity table above; • a 25-year contract with Avangrid Renewables representing 60 MW from a renewable solar facility in Wasco County, Oregon that was placed in service in January 2026.
Angelica Espinosa 47 Senior Vice President, Chief Legal and Compliance Officer (June 2023 to present), Vice President, General Counsel (March 2022 to June 2023), Deputy General Counsel and Corporate Secretary (June 2021 to March 2022), Chief Risk Officer and Vice President of Safety and Compliance at Southern California Gas Company (January 2019 to June 2021). 2022 Benjamin F.
Angelica Espinosa 48 Senior Vice President, Chief Legal, Corporate Affairs and Compliance Officer (February 2026 to present), Senior Vice President, Chief Legal and Compliance Officer (June 2023 to February 2026), Vice President, General Counsel (March 2022 to June 2023), Deputy General Counsel and Corporate Secretary (June 2021 to March 2022), Chief Risk Officer and Vice President of Safety and Compliance at Southern California Gas Company (January 2019 to June 2021). 2022 Benjamin F.
Demand from industrial customers is primarily driven by economic conditions, with weather having limited impact on this customer class. Strength in the high-tech manufacturing and digital service sector, along with new data center facilities coming online, continue to place upward pressure on deliveries to industrial customers.
Demand from industrial customers is primarily driven by economic conditions, with weather having limited impact on this customer class. Strength in the high-tech manufacturing and digital service sector, along with new data center facilities coming online, have increased deliveries to industrial customers.
For a detailed discussion of the IRPs, see “Investing in a Clean Energy Future” within the Overview section of Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Transmission and Distribution Transmission systems deliver energy from generating facilities to distribution systems for final delivery to customers.
For a detailed discussion of the IRPs and recent procurement activities, see “Investing in a Clean Energy Future” within the Overview section of Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 17 Table of Contents Transmission and Distribution Transmission systems deliver energy from generating facilities to distribution systems for final delivery to customers.
Trpik 55 Senior Vice President, Finance and Chief Financial Officer (June 2023 to Present), Senior Vice President, Chief Accounting Officer at Exelon (May 2022 to June 2023), Senior Vice President, Chief Financial Officer and Treasurer at ComEd (November 2021 to May 2022), Senior Vice President, Chief Financial Officer at Exelon Utilities (June 2018 to November 2021). 2023
Trpik 56 Senior Vice President, Finance and Chief Financial Officer (June 2023 to present), Senior Vice President, Chief Accounting Officer at Exelon (May 2022 to June 2023), Senior Vice President, Chief Financial Officer and Treasurer at ComEd (November 2021 to May 2022), Senior Vice President, Chief Financial Officer at Exelon Utilities (June 2018 to November 2021). 2023 Martin K.
McFarland 44 Vice President, Chief Commercial and Customer Officer, (July 2024 to present) Chief Executive Officer at FirstElement Fuel, Inc (May 2022 to June 2024), Vice President and Chief Customer Officer at Portland General Electric Company (April 2019 to May 2022) 2024 Maria M.
McFarland 45 Senior Vice President, Commercial and Customer (February 2026 to present),Vice President, Chief Commercial and Customer Officer, (July 2024 to February 2026) Chief Executive Officer at FirstElement Fuel, Inc (May 2022 to June 2024), Vice President and Chief Customer Officer at Portland General Electric Company (April 2019 to May 2022) 2024 Maria M.
Oregon and Montana, the states in which PGE’s thermal facilities are located, also implement and administer certain portions of the CAA and have set standards that are at least as stringent as federal standards.
Oregon and Montana, the states in which PGE’s thermal facilities are located, also implement and administer certain portions of the CAA and have set standards that are more stringent than federal standards.
PGE works continually with state agencies to obtain permits or certificates of compliance needed for its hydroelectric operations under the FERC licenses and continues to monitor and update equipment to meet federal and state standards.
PGE works continually with state agencies to obtain permits or certificates of compliance needed for its hydroelectric operations under the FERC licenses and continues to monitor and update equipment to meet federal and state standards. State standards and jurisdiction related to Waters of the State remain largely unchanged.
Kochavatr 51 Vice President, Digital Solutions and Chief Information Officer (July 2024 to present) Vice President, Customer & Digital Solutions and Chief Information Officer (May 2022 to July 2024), Vice President, Information Technology and Chief Information Officer (Feb 2018 to May 2022). 2018 John C.
Kochavatr 52 Vice President, Digital Solutions and Chief Information Officer (July 2024 to present) Vice President, Customer & Digital Solutions and Chief Information Officer (May 2022 to July 2024), Vice President, Information Technology and Chief Information Officer (February 2018 to May 2022). 2018 John C.
In conjunction with the RPS, the State established a Renewable Adjustment Clause (RAC) mechanism that allows for the recovery in retail customer prices, outside of a GRC, of prudently incurred costs to comply with the RPS. ◦ In 2016, the State passed Oregon Senate Bill (SB) 1547, a law referred to as the Oregon Clean Electricity and Coal Transition Plan, which, among its provisions, increased the RPS percentages in certain future years and required the elimination of coal from Oregon utility customers’ energy 7 Table of Contents supply.
In conjunction with the RPS, the State established a Renewable Adjustment Clause (RAC) mechanism that allows for the recovery in retail customer prices, outside of a GRC, of prudently incurred costs to comply with the RPS. o In 2016, the State passed Oregon Senate Bill (SB) 1547, which, among its provisions, increased the RPS percentages in certain future years and required the elimination of coal from Oregon utility customers’ energy supply.
PGE schedules energy deliveries over its transmission system in accordance with FERC requirements and operates one BAA in its service territory. In 2024, PGE delivered approximately 31 million megawatt hours (MWh) through 1,269 circuit miles of transmission lines operating at or above 115 kilovolts (kV).
PGE schedules energy deliveries over its transmission system in accordance with FERC requirements and operates one BAA in its service territory. In 2025, PGE delivered approximately 32 million megawatt hours (MWh) through 1,744 circuit miles of transmission lines operating at or above 57 kilovolts (kV).
In addition, PGE is required to create a Clean Energy Plan (CEP) to be filed in connection with the Company’s Integrated Resource Plan (IRP) that articulates the Company’s strategy to meet emission reduction targets through an equitable transition to a decarbonized grid.
In addition, PGE is required to develop a Clean Energy Plan (CEP) to be filed in connection with the Company’s Integrated Resource Plan (IRP) that articulates the Company’s strategy to show continued progress toward emission reduction targets through an equitable transition to a decarbonized grid.
Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (PHMSA), and the Nuclear Regulatory Commission (NRC), have regulatory authority over certain aspects of PGE’s operations and activities, as described in the discussion that follows.
Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (PHMSA), and the Nuclear Regulatory Commission (NRC), may have regulatory authority over certain aspects of PGE’s operations and activities, as further described in the paragraphs that follow.
The PPAs provide that the QF must cure its default within a period specified under the contract terms. If the QF has failed to cure, PGE is permitted to immediately terminate the QF PPA upon expiration of the cure period. The term of a QF PPA generally ranges from 15 to 23 years.
The PPAs provide that the QF must cure its default within a period specified under the contract terms. If the QF has failed to cure, PGE is permitted to immediately terminate the QF PPA upon expiration of the cure period.
For more information regarding GHG emissions and related environmental regulation, including Oregon’s RPS and the Company’s goals in this area, see “Renewable Adjustment Clause mechanism” under State Regulation in the Regulation section of this Item 1. and “Company Strategy” in the Overview of Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Water Quality Under the federal Clean Water Act, entities that require any federal license or permit to conduct an activity that may result in a discharge to waters of the United States must first receive a water quality certification or permit from the state in which the activity will occur, or obtain an appropriate waiver.
If incremental costs were incurred as a result of changes in the regulations regarding GHG emissions, the Company expects to seek recovery in customer prices. 19 Table of Contents For more information regarding GHG emissions and related environmental regulation, including Oregon’s RPS and the Company’s goals in this area, see “Renewable Adjustment Clause mechanism” under State Regulation in the Regulation section of this Item 1. and “Company Strategy” in the Overview section of Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Water Quality Under the federal Clean Water Act (CWA), entities that require any federal license or permit to conduct an activity that may result in a discharge to Waters of the United States (WOTUS) must first receive a water quality certification or permit from the state in which the activity will occur, or obtain an appropriate waiver.
Employees and Collective Bargaining Agreements — PGE had 2,915 employees in its workforce as of December 31, 2024, with 648 employees covered under one of two separate agreements with Local Union No. 125 of the International Brotherhood of Electrical Workers (IBEW). One agreement, which expires February 2028, covers 582 employees, and the other, which expires August 2027, covers 66 employees.
Employees and Collective Bargaining Agreements — PGE had 2,877 employees in its workforce as of December 31, 2025, with 666 employees covered under one of two separate agreements with Local Union No. 125 of the International Brotherhood of Electrical Workers (IBEW). One agreement, which expires February 2028, covers 602 employees, and the other, which expires August 2027, covers 64 employees.
Years Ended December 31, 2024 2023 2022 Residential Revenue per customer (in dollars): $ 1,695 $ 1,481 $ 1,362 Usage per customer (in kilowatt hours): 9,318 9,746 9,991 Revenue per kilowatt hour (in cents): 18.19 ¢ 15.20 ¢ 13.63 ¢ Commercial Revenue per customer (in dollars): $ 8,067 $ 7,133 $ 6,491 Usage per customer (in kilowatt hours): 61,641 63,713 63,923 Revenue per kilowatt hour (in cents): 13.09 ¢ 11.20 ¢ 10.15 ¢ Industrial Revenue per customer (in dollars): $ 1,627,956 $ 1,347,661 $ 1,156,371 Usage per customer (in kilowatt hours): 24,702,680 23,052,538 22,097,472 Revenue per kilowatt hour (in cents): 6.59 ¢ 5.85 ¢ 5.23 ¢ 9 Table of Contents For additional information, see the Results of Operations section in Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Residential customers include single family housing, multiple family housing (such as apartments, duplexes, and town homes), mobile homes, and small farms.
Years Ended December 31, 2025 2024 2023 Residential Revenue per customer (in dollars): $ 1,699 $ 1,695 $ 1,481 Usage per customer (in kilowatt hours): 9,038 9,318 9,746 Revenue per kilowatt hour (in cents): 18.79¢ 18.19¢ 15.20¢ Commercial Revenue per customer (in dollars): $ 8,538 $ 8,067 $ 7,133 Usage per customer (in kilowatt hours): 61,050 61,641 63,713 Revenue per kilowatt hour (in cents): 13.99¢ 13.09¢ 11.20¢ Industrial Revenue per customer (in dollars): $ 1,959,780 $ 1,627,956 $ 1,347,661 Usage per customer (in kilowatt hours): 27,685,423 24,702,680 23,052,538 Revenue per kilowatt hour (in cents): 7.08¢ 6.59¢ 5.85¢ 8 Table of Contents For additional information, see the Results of Operations section in Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Residential customers include single family housing, multiple family housing (such as apartments, duplexes, and town homes), mobile homes, and small farms.
Survey results are shared with PGE management so that managers can take action towards improving the employee experience. Health and Safety— PGE is committed to providing a safe and healthy place of business for employees, customers, and the public. Management has established an Executive Safety Committee that has oversight of the Company’s efforts to create a safe workplace.
Survey results are shared with PGE management so that managers can take action towards improving the employee experience. Health and Safety— Management has established an Executive Safety Committee that has oversight of the Company’s efforts to create a safe workplace.
In addition, the Company encourages energy efficiency measures to help meet its energy requirements and promotes the use of various demand side management products to reduce load during peak time usage. 12 Table of Contents PGE’s resource and contracted capacity (in MW) was as follows: As of December 31, 2024 2023 Capacity % Capacity % Generation: Thermal (1) : Natural gas 1,818 28 % 1,811 32 % Coal 296 4 296 5 Total thermal 2,114 32 2,107 37 Wind (2) 1,025 16 817 14 Hydro (3) 431 7 432 8 Total generation 3,570 55 3,356 59 Purchased power: Long-term contracts: Hydro (3) 1,270 20 792 14 PURPA qualifying facilities (4) 315 5 315 6 Dispatchable standby generation 129 2 131 2 Capacity (5) 250 4 100 2 Wind (2) 400 6 300 5 Solar (6) 219 3 219 4 Biomass 10 — 10 — Total long-term contracts 2,593 40 1,867 33 Short-term contracts 333 5 442 8 Total purchased power capacity 2,926 45 2,309 41 Total resource capacity 6,496 100 % 5,665 100 % (1) Capacity represents the MW the plants are capable of generating under normal operating conditions, which is affected by ambient temperatures, net of electricity used in the operation of the plant.
In addition, the Company encourages energy efficiency measures to help meet its energy requirements and promotes the use of various demand side management products to reduce load during peak time usage. 11 Table of Contents PGE’s resource and contracted capacity (in MW) was as follows: As of December 31, 2025 2024 Capacity % Capacity % Generation: Thermal (1) : Natural gas 1,827 31 1,818 28 Coal 296 5 296 4 Total thermal 2,123 36 2,114 32 Wind (2) 1,025 17 1,025 16 Hydro (3) 435 7 431 7 Total generation 3,583 60 3,570 55 Purchased power: Long-term contracts: Hydro (3) 1,024 17 1,270 20 PURPA qualifying facilities (4) 310 5 315 5 Dispatchable standby generation 129 2 129 2 Capacity (5) 250 4 250 4 Wind (2) 403 7 400 6 Solar (6) 219 4 219 3 Biomass — — 10 — Total long-term contracts 2,335 39 2,593 40 Short-term contracts 67 1 333 5 Total purchased power capacity 2,402 40 2,926 45 Total resource capacity 5,985 100 6,496 100 (1) Capacity represents the MW the plants are capable of generating under normal operating conditions, which is affected by ambient temperatures, net of electricity used in the operation of the plant.
Natural gas heat rate call option —In order to provide additional dispatchable firm capacity to meet customer demand, PGE has entered into a physical heat rate call option for 250 MW of the capacity, energy, and attributes associated with the facility. The contract begins in July 2025.
Natural gas heat rate call option —In order to provide additional dispatchable firm capacity to meet customer demand, PGE has entered into a physical heat rate call option (HRCO) for 250 MW of the capacity, energy, and attributes associated with the facility that expires in 2029. In 2025, a new contract was executed to extend the HRCO through 2034.
Wholesale Revenues PGE participates in the wholesale electricity marketplace in order to balance its supply of power to meet the needs of, and obtain reasonably-priced power for, its retail customers, manage risk, and administer its long-term wholesale contracts.
Wholesale Revenues PGE participates in the wholesale electricity marketplace in an effort to balance its supply of power to meet the needs of, and obtain reasonably-priced power for, its retail customers, manage risk, and administer its long-term wholesale contracts through the purchase and sale of electricity, natural gas, and environmental credits.
The project has an estimated commercial operation date of June 30, 2025. Certain other energy storage assets are considered immaterial and are not reflected in the resource and contracted capacity table above. Future Energy Resource Strategy PGE’s IRP outlines the Company’s plan to meet future customer demand and describes PGE’s future energy supply strategy.
Certain other energy storage assets are considered immaterial and are not reflected in the resource and contracted capacity table above. Future Energy Resource Strategy PGE’s IRP outlines the Company’s plan to meet future customer demand and describes PGE’s future energy supply strategy.
In addition, the Company prepares, pursuant to applicable provisions of the FPA, financial statements in accordance with the accounting requirements of the FERC, as set forth in its applicable Uniform System of Accounts and 6 Table of Contents published accounting releases. Such financial statements are included in annual and quarterly reports filed with the FERC.
In addition, the Company prepares, pursuant to applicable provisions of the FPA, financial statements in accordance with the accounting requirements of the FERC, as set forth in its applicable Uniform System of Accounts and published accounting releases.
Although the projects currently provide PGE a total of 1,010 MW of nameplate capacity through contracts as shown below, actual energy received is dependent upon river flows and capacity amounts may decline over time: ◦ 258 MW of average variable capacity with Douglas County PUD that expires in 2025; ◦ 434 MW of capacity under a contract expiring in 2026 in which PGE will purchase a 20% share of the project output and sell varying amounts of energy in accordance with contract terms back to the PUD in order to meet their load requirements; ◦ 65 MW of average monthly capacity with Douglas County PUD that expires in 2028; ◦ 79 MW of capacity under a contract expiring in 2030, with an option to renew until 2032, in which PGE will purchase 10% of the project output.
Although the projects currently provide PGE a total of 763 MW of nameplate capacity through contracts as shown below, actual energy received is dependent upon river flows and capacity amounts may decline over time: o 434 MW of capacity under a contract expiring in 2026 in which PGE will purchase a 20% share of the project output and sell varying amounts of energy, in accordance with contract terms, back to the PUD in order to meet their load requirements; o 71 MW of average monthly capacity with Douglas County PUD that expires in 2028; o 79 MW of capacity under a contract expiring in 2030, with an option to renew until 2032, in which PGE will purchase 10% of the project output; and o 179 MW of capacity with Grant County PUD that expires in 2052. • CTWS —PGE has a long-term agreement under which the Company purchases output from the CTWS’ interest in the Pelton/Round Butte hydroelectric project.
Currently, PGE transports natural gas on the KB Pipeline for its own use under a firm transportation service agreement, with capacity offered to others on an interruptible basis to the extent not utilized by the Company.
Currently, PGE transports natural gas on the KB Pipeline for its own use under a firm transportation service agreement, with capacity offered to others on an interruptible basis to the extent not utilized by the Company. PGE has access to 111,805 Dth per day of firm natural gas transportation capacity on the Northwest Pipeline to serve the three plants.
In Oregon, Montana, and Washington, the environmental regulatory agencies of each state are responsible for reviewing proposed projects under such requirements to ensure that federally approved activities will meet water quality standards and policies established by the respective state.
In Oregon, Montana, and Washington, the environmental regulatory agencies of each state are responsible for reviewing proposed projects under such requirements to ensure that federally approved activities will meet water quality standards and policies established by the respective state. The definition of WOTUS is undergoing significant changes to narrow federal jurisdiction under the CWA following the 2023 Sackett v.
Two of these projects extend to 2036 while the other three extend to 2037, 2038, and 2042, respectively. The expected energy from these solar resources will vary from the nameplate capacity due to varying solar conditions.
Solar —PGE has five contracts representing 219 MW of capacity to purchase power generated from photovoltaic solar projects. Two of these projects extend to 2036 while the other three extend to 2037, 2038, and 2042, respectively. The expected energy from these solar resources will vary from the nameplate capacity due to varying solar conditions.
As of December 31, 2024, PGE had contracts with 69 online QFs, providing a total of 315 MW of capacity.
As of December 31, 2025, PGE had contracts with 67 online QFs, providing a total of 310 MW of capacity.
The CTWS has an option in 2036 to purchase an undivided 0.02% interest in Pelton/Round Butte. If the second option is exercised, the CTWS’s ownership percentage would exceed 50%. PGE purchases 100% of the CTWS’s share of the project output. For more information see “CTWS” within Purchased Power in the Power Supply section of this Item 1.
The CTWS has an option in 2036 to purchase an undivided 0.02% interest in Pelton/Round Butte. If the option is exercised, the CTWS’s ownership percentage would exceed 50%. PGE purchases 100% of the CTWS’s share of the project output.
Economic conditions and fluctuations in total employment in the region can be indicative of changes in energy demand from commercial customers. Energy efficiency measures also impact commercial demand, as measures have focused on the commercial sector in recent years. Industrial customers consist of non-residential customers who accept delivery at higher voltages than commercial customers.
The Company’s commercial customer demand is somewhat less susceptible to weather conditions than residential customer demand. Economic conditions and fluctuations in total employment in the region can be indicative of changes in energy demand from commercial customers. Energy efficiency measures also impact commercial demand. Industrial customers consist of non-residential customers who accept delivery at higher voltages than commercial customers.
Although the projects as shown below currently provide PGE a total of 400 MW of capacity, the expected energy from these wind resources will vary from the nameplate capacity due to varying wind conditions: • 25 MW of capacity that expires in 2028; • 75 MW of capacity that expires in 2035; • 200 MW of capacity that expires in 2051; and • 100 MW of capacity that expires in 2053. 16 Table of Contents Solar —PGE has five contracts representing 219 MW of capacity to purchase power generated from photovoltaic solar projects.
Although the projects as shown below currently provide PGE a total of 403 MW of capacity, the expected energy from these wind resources will vary from the nameplate capacity due to varying wind conditions: • 25 MW of capacity that expires in 2028; • 75 MW of capacity that expires in 2035; • 200 MW of capacity that expires in 2051; and • 103 MW of capacity that expires in 2053.
Biglow Canyon, located in Sherman County, Oregon, consists of 217 turbines with a total nameplate capacity of 450 MW. Tucannon River, located in southeastern Washington, consists of 116 turbines with a total nameplate capacity of 267 MW. During 2020, the wind component of Wheatridge, located in Morrow County, Oregon, was placed into service.
Biglow Canyon, located in Sherman County, Oregon, consists of 217 turbines with a total nameplate capacity of 450 MW. Tucannon River, located in southeastern Washington, consists of 116 turbines with a total nameplate capacity of 267 MW.
The storage facility, owned and operated by NW Natural, may be utilized to provide fuel to PW1, PW2, and Beaver. To serve Coyote Springs and Carty, PGE has access to 119,500 Dth per day of firm natural gas transportation capacity on three pipeline systems accessing the gas market in Alberta, Canada.
To serve Coyote Springs and Carty, PGE has access to 119,500 Dth per day of firm natural gas transportation capacity on three pipeline systems accessing the gas market in Alberta, Canada.
The Company’s major power purchase contracts consist of the following (also see the preceding table which summarizes the average resource capabilities related to these contracts): Hydro —During 2024, the Company had the following agreements: • Public Utility Districts —PGE has long-term power purchase contracts with certain public utility districts (PUDs) in the state of Washington for a portion of the output of certain hydroelectric projects on the mid-Columbia River.
By purchasing a portion of anticipated energy needs for future years over an extended period, PGE attempts to mitigate a portion of the potential future volatility in the average cost of purchased power and fuel. 14 Table of Contents The Company’s major power purchase contracts consist of the following (also see the preceding table which summarizes the average resource capabilities related to these contracts): Hydro —During 2025, the Company had the following agreements: • Public Utility Districts —PGE has long-term power purchase contracts with certain public utility districts (PUDs) in the state of Washington for a portion of the output of certain hydroelectric projects on the mid-Columbia River.
The expense and volume of purchases from QFs for the years ended December 31, 2024 and 2023 were as follows: 2024 2023 PURPA contract expense (in millions) $ 64 $ 63 MWh purchased under PURPA contracts (in thousands) 756 759 Average cost per MWh from PURPA contracts $ 84.65 $ 82.85 Expenses incurred related to PURPA contracts are included in PGE’s AUT.
The term of a QF PPA generally ranges from 15 to 23 years. 15 Table of Contents The expense and volume of purchases from QFs for the years ended December 31, 2025 and 2024 were as follows: 2025 2024 PURPA contract expense (in millions) $ 71 $ 64 MWh purchased under PURPA contracts (in thousands) 770 756 Average cost per MWh from PURPA contracts $ 92.16 $ 84.65 Expenses incurred related to PURPA contracts are included in PGE’s AUT.
Although PGE does not operate Wheatridge, it owns 40 turbines with a total nameplate capacity of 100 MW and purchases the output of the remaining turbines, with a nameplate capacity of 200 MW through a PPA. On January 5, 2024, substantial completion was achieved on the Clearwater wind energy facility, located in Eastern Montana.
Although PGE does not operate Clearwater wind energy facility located in Eastern Montana, it owns 75 turbines with a total nameplate capacity of 208 MW and purchases the output of the remaining turbines, with a nameplate capacity of 103 MW, through a PPA.
PGE owns 79.5%, and is the operator of record, of the KB Pipeline, which directly connects PW1, PW2, and Beaver to the Northwest Pipeline, an interstate natural gas pipeline operating between British Columbia and New Mexico by Williams Northwest Pipeline.
The KB Pipeline directly connects PW1, PW2, and Beaver to the Northwest Pipeline, an interstate natural gas pipeline operated between British Columbia and New Mexico by Williams Northwest Pipeline.
The project was placed in-service in November 2024. • Constable (formerly Evergreen) —PGE entered into an agreement to construct a 75 MW BESS in Hillsboro, Oregon. PGE owns the resource. The project was placed in-service in December 2024. • Seaside Grid —PGE entered into an agreement to construct a 200 MW BESS in Portland, Oregon. PGE will own the resource.
The project was placed in-service in November 2024, and is owned by PGE. • Constable (formerly Evergreen) —PGE entered into an agreement to construct a 75 MW BESS in Hillsboro, Oregon.
As of December 31, 2024, PGE had two contracts with QFs representing 116 MW of capacity that are not yet operational, of which two of the QF PPAs are in default because the QFs have failed to complete construction and become operational by the date required by the PPA.
As of December 31, 2025, PGE had one contract with a QF representing 63 MW of capacity that was not yet operational and in default because the QF has failed to complete construction and become operational by the date required by the PPA.
PGE’s transmission system is managed on a coordinated basis to obtain maximum load-carrying capability and efficiency. PGE has joined the Western Power Pool’s resource adequacy program known as the Western Resource Adequacy Program (WRAP), which is currently expected to become a binding commitment in 2027.
PGE’s transmission system is managed on a coordinated basis to obtain maximum load-carrying capability and efficiency. PGE provided notice of withdrawal from the Western Power Pool’s resource adequacy program known as the Western Resource Adequacy Program (WRAP) in October 2025.
Commercial customers consist of non-residential customers who accept energy deliveries at voltages equivalent to those delivered to residential customers. This customer class includes most businesses, small industrial companies, and public street and highway lighting accounts. The Company’s commercial customer demand is somewhat less susceptible to weather conditions than residential customer demand.
Residential demand is also impacted by energy efficiency measures and increased rooftop solar penetration in the service territory. Commercial customers consist of non-residential customers who accept energy deliveries at voltages equivalent to those delivered to residential customers. This customer class includes most businesses, small industrial companies, and public street and highway lighting accounts.
Short-term Debt —Pursuant to applicable provisions of the FPA and FERC regulations, regulated public utilities are required to obtain FERC approval to issue certain securities.
Such financial statements are included in annual and quarterly reports filed with the FERC. 5 Table of Contents Short-term Debt —Pursuant to applicable provisions of the FPA and FERC regulations, regulated public utilities are required to obtain FERC approval to issue certain securities.
PGE has a comprehensive program to comply with requirements of both federal and state regulations related to the storage, handling, and disposal of hazardous materials PGE is also subject to the Comprehensive Environmental Response Compensation and Liability Act, commonly referred to as Superfund, which provides authority to the EPA to assert joint and several liability for investigation and remediation costs for designated Superfund sites.
PGE is also subject to the Comprehensive Environmental Response Compensation and Liability Act, commonly referred to as Superfund, which provides authority to the EPA to assert joint and several liability for investigation and remediation costs for designated Superfund sites.
Competitive Pay and Benefits — PGE is committed to pay equity among its employees and offers a wide range of market-competitive benefits, including comprehensive health and welfare benefits and a 401(k) retirement plan, designed to support the physical, mental, and financial well-being of its employees.
Competitive Pay and Benefits — PGE offers a wide range of market-competitive benefits, including comprehensive health and welfare benefits and a 401(k) retirement plan, designed to support the physical, mental, and financial well-being of its employees. Talent Development — PGE provides a variety of training and development programs for employees, as well as tuition reimbursement for job-related coursework.
The Company participates in the wholesale market through the purchase and sale of electricity, natural gas, and environmental credits in an effort to obtain reasonably-priced power to serve its retail customers, manage risk, and administer its long-term wholesale contracts. PGE is committed to developing products and service offerings for the benefit of retail and wholesale customers.
The Company participates in the wholesale market through the purchase and sale of electricity, natural gas, and environmental credits in an effort to obtain reasonably-priced power to serve its retail customers, manage risk, and administer its long-term wholesale contracts. PGE, incorporated in 1930, is publicly-owned, with its common stock listed on the New York Stock Exchange (NYSE).
(4) Capacity represents contracted capacity for PPAs under the Public Utility Regulatory Policies Act of 1978 (PURPA). (5) Capacity represents a heat rate call option of a natural gas generating station, which does not commence until July 2025. For more information see “ Natural gas heat rate call option ” below.
(4) Capacity represents contracted capacity for PPAs under the Public Utility Regulatory Policies Act of 1978 (PURPA). (5) Capacity represents a heat rate call option of a natural gas generating station. For more information see “ Natural gas heat rate call option ” below. (6) Capacity includes 50 MW from the solar component of the Wheatridge Renewable Energy Facility (Wheatridge).
As illustrated, although the average winter loads continue to exceed average summer loads, the Company has seen its highest annual peak loads during the summer months in recent years: Winter Loads Summer Loads Average Peak Month Average Peak Month 2024 2,802 3,969 January 2,566 4,367 July 2023 2,756 3,661 January 2,512 4,498 August 2022 2,773 4,113 December 2,529 4,255 July The Company tracks and evaluates both load growth and peak load requirements for purposes of long-term load forecasting, integrated resource planning, and preparing GRC assumptions.
Winter Loads Summer Loads Average Peak Month Average Peak Month 2025 2,889 3,879 February 2,666 4,385 August 2024 2,802 3,969 January 2,566 4,367 July 2023 2,756 3,661 January 2,512 4,498 August The Company tracks and evaluates both load growth and peak load requirements for purposes of long-term load forecasting, integrated resource planning, and preparing GRC assumptions.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeCompetitors may not be subject to the same operating, regulatory and financial requirements that the Company is, potentially causing a substantial competitive disadvantage for PGE. Changes in public policy, such as new tax incentives that PGE cannot take advantage of or efforts to deregulate the utility industry, could provide an advantage to competitors.
Biggest changeChanges in public policy, such as new tax incentives that PGE cannot take advantage of or efforts to deregulate the utility industry, could provide an advantage to competitors. Such alternative resources and regulatory or legislative actions could displace higher marginal cost generating units or make PGE less competitive in constructing, owning, and operating such facilities.
PGE is subject to various environmental laws, regulations, and other standards including federal, state, and local environmental statutes, rules and regulations relating to air quality, water quality and usage, soil quality, GHG emissions such as carbon dioxide, waste management, hazardous wastes, fish, avian and other wildlife mortality and habitat protection, historical artifact preservation, natural resources, health, and safety.
PGE is subject to various environmental laws, regulations, and other standards including federal, state, and local environmental statutes, rules and regulations relating to air quality, water quality and usage, soil quality, permitting, GHG emissions such as carbon dioxide, waste management, hazardous wastes, fish, avian and other wildlife mortality and habitat protection, historical artifact preservation, natural resources, health, and safety.
Advancements in and creation of new technologies could include fuel cells and micro turbines, wind turbines, photovoltaic solar cells, distributed generation, nuclear energy, hydrogen, ongoing customer energy efficiency, two-way grid enabling customer-owned generation, and advances in batteries or energy storage.
Advancements in and creation of new technologies could include fuel cells and micro turbines, wind turbines, photovoltaic solar cells, distributed generation, modular nuclear energy, hydrogen, ongoing customer energy efficiency, two-way grid enabling customer-owned generation, and advances in batteries or energy storage.
Such matters include governmental policies, legislative action, and regulatory audits, investigations, and actions, including those of the FERC and OPUC with respect to allowed rates of return, financings, electricity pricing and price structures, acquisition and disposal of facilities and other assets, construction and operation of plant facilities, transmission of electricity, recovery of power costs, operating expenses, deferrals, timely recovery of costs and capital investments, and current or prospective wholesale and retail competition.
Such matters include governmental policies, legislative action, and regulatory audits, investigations, and actions, including those of the FERC and OPUC with respect to allowed rates of return, financings, corporate structure, electricity pricing and price structures, acquisition and disposal of facilities and other assets, construction and operation of plant facilities, transmission of electricity, recovery of power costs, operating expenses, deferrals, timely recovery of costs and capital investments, and current or prospective wholesale and retail competition.
Under the Indenture of Mortgage and Deed of Trust, dated July 1, 1945, as amended and supplemented to date, between PGE and Wells Fargo Bank, National Association, so long as any of the First Mortgage Bonds (FMBs) are outstanding, the Company may not pay or declare dividends (other than stock dividends) on common stock or purchase or retire for a consideration (other than in exchange for other shares of PGE’s capital stock or the proceeds from the sale of other shares of capital stock) any shares of capital stock of any class, if the aggregate amount distributed or expended after December 31, 1944 would exceed the aggregate amount of PGE’s net income, as adjusted, available for 29 Table of Contents dividends on common stock accumulated after December 31, 1944.
Under the Indenture of Mortgage and Deed of Trust, dated July 1, 1945, as amended and supplemented to date, between PGE and Wells Fargo Bank, National Association, so long as any of the First Mortgage Bonds (FMBs) are outstanding, the Company may not pay or declare dividends (other than stock dividends) on common stock or purchase or retire for a consideration (other than in exchange for other shares of PGE’s capital stock or the proceeds from the sale of other shares of capital stock) any shares of capital stock of any class, if the aggregate amount distributed or expended after December 31, 1944 would exceed the aggregate amount of PGE’s net income, as adjusted, available for dividends on common stock accumulated after December 31, 1944.
Despite the security measures in place, the Company’s systems and assets, and those of third-party service providers, could be vulnerable to cybersecurity attacks, data security breaches, physical attacks and security breaches, acts of terrorism, or other similar events that could disrupt operations, cause damage to the Company’s generation, transmission, or distribution facilities, impact reliability of the transmission and distribution system, information technology systems, inhibit the capability of equipment or systems to function as designed or expected, prevent service to customers or collection of revenues, or result in the release of sensitive or confidential customer, employee, or Company information.
Despite the security measures in place, the Company’s systems and assets, and those of third-party service providers, could be vulnerable to cybersecurity attacks, data security breaches, physical attacks and security breaches, acts of terrorism, civil unrest or other similar events that could disrupt operations, cause damage to the Company’s generation, transmission, or distribution facilities, impact reliability of the transmission and distribution systems or information technology systems, inhibit the capability of equipment or systems to function as designed or expected, prevent service to customers or collection of revenues, or result in the release of sensitive or confidential customer, employee, or Company information.
New laws, changes in legal precedent, or novel interpretations of existing regulations could also result in adverse effects on cash flows and results of operations. 26 Table of Contents There are certain pending legal and regulatory proceedings that may have an adverse effect on results of operations and cash flows for future reporting periods.
New laws, changes in legal precedent, or novel interpretations of existing regulations could also result in adverse effects on cash flows and results of operations. 29 Table of Contents There are certain pending legal and regulatory proceedings that may have an adverse effect on results of operations and cash flows for future reporting periods.
Compliance with any new or additional GHG emissions reduction requirements could require PGE to incur significant expenditures, including those related to carbon capture and sequestration technology, purchase of emission allowances and offsets, fuel switching, and the retirement or replacement of high-emitting generation facilities with non-emitting facilities.
Compliance with any new or additional GHG emissions reduction and air quality requirements could require PGE to incur significant expenditures, including those related to carbon capture and sequestration technology, purchase of emission allowances and offsets, fuel switching, and the retirement or replacement of high-emitting generation facilities with non-emitting facilities.
ITEM 1A. RISK FACTORS. When evaluating PGE and any investment in its securities, investors should consider carefully the following risk factors and all other information contained in this Annual Report on Form 10-K and in the other documents that the Company files from time to time with the SEC.
ITEM 1A. RISK FA CTORS. When evaluating PGE and any investment in its securities, investors should consider carefully the following risk factors and all other information contained in this Annual Report on Form 10-K and in the other documents that the Company files from time to time with the SEC.
Wildfires of greater size and prevalence, such as those of a magnitude seen in Oregon in recent years, could negatively affect public safety, the resilience of the electric grid, customers’ demand for power and PGE’s ability and cost to procure adequate power and fuel supplies to provide reliable service to its customers, PGE’s ability to access the wholesale energy market, PGE’s ability to operate its generating facilities and transmission and distribution systems, PGE’s costs to maintain, repair, and replace such facilities and systems, and PGE’s ability to recover these additional costs.
Wildfires of greater size and prevalence, such as those of a magnitude seen in the West Coast in recent years, could negatively affect public safety, the resilience of the electric grid, customers’ demand for power and PGE’s ability and cost to procure adequate power and fuel supplies to provide reliable service to its customers, PGE’s ability to access the wholesale energy market, PGE’s ability to operate its generating facilities and transmission and distribution systems, PGE’s costs to maintain, repair, and replace such facilities and systems, and PGE’s ability to recover these additional costs.
The Company is exposed to, and may be adversely affected by, interruptions to its computer and information technology systems and sophisticated cyber-attacks. As with most companies, PGE has experienced attempts to breach the Company’s systems and other similar incidents.
The Company is exposed to, and may be adversely affected by, interruptions to its computer and information technology systems and sophisticated cyber-attacks. As with most companies, PGE has experienced attempts to breach the Company’s systems, customer accounts and other similar incidents.
PGE participates in a federal grant program established for the modernization of energy infrastructure through the Infrastructure Investment and Jobs Act (IIJA), and some PGE customers receive funds through the CHIPS act to support the domestic production of semiconductors and various federal science agencies.
PGE participates in a federal grant program established for the modernization of energy infrastructure through the Infrastructure Investment and Jobs Act, and some PGE customers receive funds through the CHIPS and Science Act of 2022 to support the domestic production of semiconductors and various federal science agencies.
Failure to continue these programs, or revocation of grants or funds allocated through these programs could impact the ability to continue to make certain infrastructure investments, or could result in the customers’ demand forecast being lower than anticipated, resulting in stranded assets. ECONOMIC, FINANCIAL, AND MARKET RISKS A change in forecasted customer demand for electricity may negatively impact PGE’s business.
Failure to continue these programs, or revocation of grants or funds allocated through these programs could impact the ability to continue to make certain infrastructure investments, or could result in the customers’ demand forecast being lower than anticipated, resulting in stranded assets. 31 Table of Contents ECONOMIC, FINANCIAL, AND MARKET RISKS A change in forecasted customer demand for electricity may negatively impact PGE’s business.
In addition, such decreases can require that PGE make additional payments to satisfy its obligations under these plans. 30 Table of Contents The volatility of market prices for power and natural gas could adversely affect PGE’s costs and ability to manage its energy supply, which could negatively impact the Company’s liquidity and results of operations.
In addition, such decreases can require that PGE make additional payments to satisfy its obligations under these plans. The volatility of market prices for power and natural gas could adversely affect PGE’s costs and ability to manage its energy supply, which could negatively impact the Company’s liquidity and results of operations.
PGE has exposure to natural and human-caused disasters and other risks, including, but not limited to, a pandemic, earthquake, accidents, equipment failure, acts of terrorism, acts of vandalism, computer system outages, and other events.
PGE has exposure to natural and human-caused disasters and other risks, including, but not limited to, a pandemic, earthquake, accidents, equipment failure, acts of terrorism, civil unrest, acts of vandalism, computer system outages, and other events.
PGE may be unable to effectively implement a PSPS and de-energize its system in the event of heightened wildfire risk, or the PSPS may not be able to prevent a wildfire, which could lead to potential liability if energized systems are determined to be the cause of wildfires that result in harm.
PGE may be unable to effectively implement a PSPS and de-energize its system in the event of heightened wildfire risk, or the PSPS may not be 24 Table of Contents able to prevent a wildfire, which could lead to potential liability if energized systems are determined to be the cause of wildfires that result in harm.
PGE is also required to file IRPs with the OPUC that detail the Company’s plan to meet the future energy and capacity needs of its customers through a least-cost, least-risk combination of energy generation and demand reduction, while also aggressively reducing GHG emissions from the power supply.
PGE is also required to file IRPs with the OPUC that detail the Company’s plan to meet the future energy and capacity needs of its customers through a least-cost, least-risk combination of energy generation and demand reduction, while also aggressively reducing GHG 35 Table of Contents emissions from the power supply.
Supply chain disruption could be exacerbated by government tariffs as well as inflation. Delays and cost increases could result in failure to complete the projects or the abandonment of capital projects, which could eliminate or impair PGE’s ability to recover related costs in the rate determination process.
Supply chain disruption could be exacerbated by government tariffs as well as inflation. Delays and cost increases could result in failure to complete the projects or the abandonment of capital projects, 26 Table of Contents which could eliminate or impair PGE’s ability to recover related costs in the rate determination process.
As a general matter, PGE relies on customer prices to recover most of the costs incurred in connection with the operation of its business, including, among other things, costs related to capital projects (such as the construction of new facilities or the modification of existing facilities), the costs of compliance with legislative and regulatory requirements (including environmental laws), and the costs of damage from storms and other natural disasters.
As a general matter, PGE relies on customer prices to recover most of the costs incurred in connection with the operation of its business, including, among other things, costs related to capital projects (such as the construction of new facilities or the modification of existing facilities), the costs of compliance with legislative and regulatory requirements (including environmental laws), and the costs of damage from storms and other natural disasters, including the costs to implement wildfire mitigation plans.
Weather-related events could also cause system constraints or disrupt transmission flows, resulting in decreased reliability for customers. Severe weather may also require 23 Table of Contents increased PGE personnel availability, which could result in increased operating expenses as well as increased safety risk. In certain instances, PGE relies on mutual aid support to assist in the recovery from severe weather.
Weather-related events could also cause system constraints or disrupt transmission flows, resulting in decreased reliability for customers. Severe weather may also require increased PGE personnel availability, which could result in increased operating expenses as well as increased safety risk. In certain instances, PGE relies on mutual aid support to assist in the recovery from severe weather.
Changes in the global and local climate could result in more intense, frequent, and extreme weather events such as ice and snowstorms, high wind, flooding, changes in regional rainfall and snowpack levels, high heat events, drought conditions, and increased risk of wildfires.
Changes in the global and local climate could result in more intense, frequent, and extreme weather events such as ice and snowstorms, high wind, flooding, changes in regional rainfall and snowpack levels, high heat events, drought conditions, declining tree health, and increased risk of wildfires.
Future sales or issuances of common stock or other equity-related securities could be dilutive to holders of common stock and could adversely affect their voting and other rights and economic interests. PGE expects to raise additional capital in the future.
Future sales or issuances of common stock or other equity-related 32 Table of Contents securities could be dilutive to holders of common stock and could adversely affect their voting and other rights and economic interests. PGE expects to raise additional capital in the future.
The operation of electric generation, transmission, battery storage, and distribution infrastructure involves inherent risks, including breakdown or failure of equipment, motor vehicle accidents, fires involving the utility’s equipment, dam failure at company-owned hydroelectric facilities, public and worker safety, human contact with energized equipment, and operator error.
The operation of electric generation, transmission, battery storage, and distribution infrastructure involves inherent risks, including, but not limited to, breakdown or failure of equipment, motor vehicle accidents, fires involving the utility’s equipment, dam failure at company-owned hydroelectric facilities, public and worker safety, human contact with energized equipment, and operator error.
If the capacity provided by the Company’s generating facilities and purchased power is not adequate to meet customers’ energy demands, PGE may be required to purchase more power from third parties, which may not come from non-emitting resources, invest in acquiring additional generating or battery storage facilities, or invest in extending the operating life of existing generating assets, which could increase GHG emissions.
If the capacity provided by the Company’s generating facilities and purchased power is not adequate to meet customers’ energy demands, or if customer demand increases beyond forecasts, PGE may be required to purchase more power from third parties, which may not come from non-emitting resources, invest in acquiring additional generating or battery storage facilities, or invest in extending the operating life of existing generating assets, which could increase GHG emissions.
Unfavorable wind conditions could require increased reliance on power from the Company’s 31 Table of Contents thermal generating resources or power purchases in the wholesale market, both of which could have an adverse effect on results of operations.
Unfavorable wind conditions could require increased reliance on power from the Company’s thermal generating resources or power purchases in the wholesale market, both of which could have an adverse effect on results of operations.
At December 31, 2024, $402 million of accumulated net income, as defined in the Indenture, was available for payment of dividends under this provision. Adverse changes in PGE’s credit ratings could negatively affect its access to the capital markets and its cost of borrowed funds.
At December 31, 2025, $403 million of accumulated net income, as defined in the Indenture, was available for payment of dividends under this provision. Adverse changes in PGE’s credit ratings could negatively affect its access to the capital markets and its cost of borrowed funds.
The increase in additional costs could also have an adverse effect on cash flow and liquidity. In response to more intense, frequent, and severe weather events, PGE may need to make additional investments in generation, transmission, and distribution assets to enhance reliability and resiliency.
The increase in additional costs could also have an adverse effect on cash flow and liquidity. In response to more intense, frequent, and severe weather events and increasing peak loads, PGE may need to make additional investments in generation, transmission, distribution, and energy storage assets to enhance reliability and resiliency.
Construction of new facilities and modifications or replacements of existing facilities could be affected by factors such as unanticipated delays and cost increases, including supply chain disruption and cost inflation, availability of a skilled workforce, increases in 25 Table of Contents interest rates, failure of counterparties to perform under agreements, ability to build or secure transmission, and the failure to obtain, or delay in obtaining, necessary permits from state or federal agencies or tribal entities.
Construction of new facilities and modifications or replacements of existing facilities could be affected by factors such as unanticipated delays and cost increases, tariffs impacting the cost and availability of necessary equipment, supply chain disruption and cost inflation, community opposition, availability of a skilled workforce, increases in interest rates, failure of counterparties to perform under agreements, ability to build or secure transmission, and the failure to obtain, or delay in obtaining, necessary permits from state or federal agencies or tribal entities.
The cost to comply with potential GHG emissions reduction requirements is subject to significant uncertainties, including those related to: the timing of the implementation of emissions reduction rules; required levels of emissions reductions; requirements with respect to the allocation of emissions allowances; the maturation, regulation, and commercialization of carbon capture, sequestration, and storage technology; and PGE’s compliance alternatives.
The cost to comply with potential GHG emissions reduction and air quality requirements is subject to significant uncertainties, including those related to: i) the timing of the implementation of emissions reduction rules; ii) required levels of emissions reductions; iii) requirements with respect to the allocation of emissions allowances; iv) the maturation, regulation, and commercialization of carbon capture, sequestration, and storage technology; and v) PGE’s compliance alternatives.
Credit rating agencies routinely evaluate the Company, and their ratings of long-term and short-term debt are based on a number of factors, including the perceived supportiveness of the regulatory environment affecting the utility operations, the Company’s cash generating capability, level of indebtedness, overall financial strength, the status of certain capital projects, as well as factors beyond PGE’s control, such as tax reform, the state of the economy and industry generally.
Credit rating agencies routinely evaluate the Company, and their ratings of long-term and short-term debt are based on a number of factors, including the perceived supportiveness of the regulatory environment affecting the utility operations, the Company's ability to recover costs through customer pricing, the Company's ability to effectively manage risks, the Company’s cash generating capability, level of indebtedness, overall financial strength, the status of certain capital projects, as well as factors beyond PGE’s control, such as tax reform, the state of the economy, and industry generally.
Although the OPUC is required to establish customer prices that are fair, just, and reasonable, it has significant discretion in the interpretation of this standard. The Company’s cost recovery proceedings may not authorize sufficient revenues, or the actual costs could exceed its authorized or forecasted costs. PGE attempts to manage its costs at levels consistent with OPUC-approved prices.
Although the OPUC is required to establish customer prices that are fair, just, and reasonable, it has significant discretion in the interpretation of this standard. The Company’s cost recovery proceedings may not authorize sufficient revenues, or the actual costs could exceed its authorized or forecasted costs.
A new mechanism, the Reliability Contingency Event (RCE), which, like the PCAM, allows for cost sharing and deferral of certain costs for specific events, was introduced through the 2024 GRC. This mechanism expires at the end of 2025.
The Reliability Contingency Event (RCE) mechanism, which operates under the PCAM tariff, allows for cost sharing and deferral of certain costs for specific events, was introduced through the 2024 GRC. This mechanism expired at the end of 2025.
Prices paid by customers are impacted by commodity prices, costs and capital investments, particularly investments made to meet increased customer demand and meet the state’s clean energy goals. Regulators may deny recovery of costs it considers imprudently incurred.
Prices paid by customers are impacted by commodity prices, costs and capital investments, particularly investments made to meet increased customer demand and meet the state’s clean energy goals. Regulators may deny recovery of costs considered imprudently incurred. Regulators have delayed recovery of prudently incurred costs due to affordability concerns.
Prices paid by customers are impacted by commodity prices, operating costs and capital investments. PGE’s capital investment plan, increasing procurement of renewable power and energy storage, and the cumulative impact of other public policy requirements place continuing upward pressure on customers’ prices.
PGE’s capital investment plan, increasing procurement of renewable power and energy storage, and the cumulative impact of other public policy requirements place continuing upward pressure on customers’ prices.
Economic conditions could also result in an increased level of uncollectible customer accounts and cause the Company’s vendors and service providers to experience cash flow problems and be unable to perform under existing or future contracts and could result in investment in assets to accommodate higher load that are no longer needed.
The Company’s business customers, vendors and service providers could experience cash flow problems and be unable to perform under existing or future contracts and could result in investment in assets to accommodate higher load that are no longer needed.
In addition, if Moody’s Investors Service (Moody’s) and/or S&P Global Ratings (S&P) reduce their rating on PGE’s unsecured debt to below investment grade, the Company could be subject to requests by certain wholesale counterparties to post additional performance assurance collateral, which could have an adverse effect on the Company’s liquidity and ability to participate in the wholesale markets.
In addition, if Moody’s Investors Service (Moody’s) and/or S&P Global Ratings (S&P) reduce their rating on PGE’s unsecured debt to below investment grade, the Company could be subject to requests by certain wholesale counterparties to post additional performance assurance collateral, which could have an adverse effect on the Company’s liquidity and ability to participate in the wholesale markets. 33 Table of Contents Under certain circumstances, banks participating in PGE’s syndicated unsecured revolving credit facility could decline to fund advances requested by the Company or could withdraw from participation in the credit facility, which could adversely affect PGE’s liquidity.
Conversely, if power and natural gas prices rise, especially during periods when the Company requires greater-than-expected volumes that must be purchased at market or short-term prices, PGE could incur greater costs than originally estimated. PGE’s contract positions may not be fully hedged against commodity prices, and hedges or other risk mitigations may not protect against significant losses.
Conversely, if power and natural gas prices rise, especially during periods when the Company requires greater-than-expected volumes that must be purchased at market or short-term prices, PGE could incur greater costs than originally estimated.
The amount of PTCs earned depends on the level of electricity output generated and the applicable tax credit rate. A variety of operating and economic parameters, including adverse weather conditions and equipment reliability, could significantly reduce the PTCs generated by the Company’s wind facilities resulting in a material adverse impact on PGE’s financial condition and results of operations.
A variety of operating and economic parameters, including adverse weather conditions and equipment reliability, could significantly reduce the PTCs generated by the Company’s wind facilities resulting in a material adverse impact on PGE’s financial condition and results of operations. These PTCs generate tax credit carryforwards that the Company plans to utilize in the future to reduce income tax obligations.
PGE continuously seeks to maintain a robust program of security and controls, but the impact of a physical or material information technology 24 Table of Contents event could have a material adverse effect on the Company’s competitive position, reputation, results of operations, financial condition and cash flows.
PGE continuously seeks to maintain a robust program of security and controls, but the impact of a physical or material information technology event could have a material adverse effect on the Company’s competitive position, reputation, results of operations, financial condition and cash flows. 25 Table of Contents Natural or human-caused disasters and other risks could damage the Company’s facilities and disrupt delivery of electricity resulting in significant property loss, repair costs, and reduced customer satisfaction.
While PGE is not responsible for losses due to the buyer's actions, legal tax status, or changes in tax law, any other circumstances leading to indemnification could significantly affect the Company's results of operations.
These obligations cover potential losses resulting from PGE’s failure to meet PTC and ITC qualifications or transferability requirements under the Internal Revenue Code. While PGE is not responsible for losses due to the buyer's actions, legal tax status, or changes in tax law, any other circumstances leading to indemnification could significantly affect the Company's results of operations.
Any such actions could have a material adverse effect on the Company’s financial condition and results of operations and could cause fluctuations in the trading prices of its common stock based on market perceptions or other factors. 33 Table of Contents PGE’s business activities are concentrated in one region and future performance may be affected by events and factors unique to Oregon or the region.
Any such actions could have a material adverse effect on the Company’s financial condition and results of operations and could cause fluctuations in the trading prices of its common stock based on market perceptions or other factors.
Changes in market conditions and environmental laws and regulations could negatively impact PGE’s non-utility real estate investments. PGE owns, through a wholly owned subsidiary, its corporate headquarters building located in Portland, Oregon. A significant change in real estate values could adversely affect PGE’s results of operations.
Such a development could limit the Company’s future growth opportunities and limit growth in demand for PGE’s electric service. Changes in market conditions and environmental laws and regulations could negatively impact PGE’s non-utility real estate investments. PGE owns, through a wholly owned subsidiary, its corporate headquarters building located in Portland, Oregon.
The construction of new facilities and the modifications or replacements of existing facilities are subject to risks that could result in the disallowance of certain costs for recovery in customer prices or higher operating costs. Long-term increases in both the number of customers and demand for energy will require continued expansion and upgrade of PGE’s generation, transmission, and distribution systems.
The construction of new facilities and the modifications or replacements of existing facilities are subject to risks that could result in the disallowance of certain costs for recovery in customer prices or higher operating costs.
The Company is required to make certain representations to the banks each time it requests an advance under the credit facility.
The revolving credit facility represents commitments by the participating banks to make loans and, in certain cases, to issue letters of credit. The Company is required to make certain representations to the banks each time it requests an advance under the credit facility.
The loss of customers, the inability to replace those customers with new customers, and the decrease in demand for electricity could negatively impact PGE’s financial condition and results of operations. 28 Table of Contents Concerns about high prices for PGE’s customers could negatively impact PGE’s financial condition, results of operations, liquidity, and cash flows.
Increased customer prices could further reduce customer demand for electricity and strain PGE’s ability to attract and retain customers. The loss of customers, the inability to replace those customers with new customers, and the decrease in demand for electricity could negatively impact PGE’s financial condition and results of operations.
These PTCs generate tax credit carryforwards that the Company plans to utilize in the future to reduce income tax obligations. If PGE cannot generate enough taxable income in the future to utilize all of the tax credit carryforwards before the credits expire, the Company may incur material charges to earnings.
If PGE cannot generate enough taxable income in the future to utilize all of the tax credit carryforwards before the credits expire, the Company may incur material charges to earnings. The Inflation Reduction Act of 2022 allows for the sale or transfer of renewable tax credits to other taxpayers.
Additionally, treatment of tax benefits and costs for ratemaking purposes could be different than what the Company anticipates or requests from the OPUC, which could have a negative effect on the Company’s financial condition and results of operations. 27 Table of Contents PGE owns and operates renewable generating facilities and battery storage facilities, which generate federal production tax credits (PTCs) and investment tax credits (ITCs) that PGE uses to reduce its federal tax obligations.
Additionally, treatment of tax benefits and costs for ratemaking purposes could be different than what the Company anticipates or requests from the OPUC, which could have a negative effect on the Company’s financial condition and results of operations.
The Inflation Reduction Act of 2022 allows for the sale or transfer of renewable tax credits to other taxpayers. The Company has sold and plans to continue to sell tax credits. PGE’s inability to generate, transfer, or sell these credits could have a material impact on results of operations.
The Company has sold and plans to continue to sell tax credits. PGE’s inability to generate, transfer, or sell these credits could have a material impact on results of operations. PGE’s results of operations may be also be materially impacted by indemnification obligations to buyers of certain tax credits.
The Company’s industry and geographic concentrations may increase exposure to risks arising from regional regulation or legislation, such as legislative action related to carbon emissions. These concentrations may also increase exposure to credit and operational risks due to counterparties, suppliers, and customers being similarly affected by changing conditions. ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
These concentrations may also increase exposure to credit and operational risks due to counterparties, suppliers, and customers being similarly affected by changing conditions. ITEM 1B. UNRESOL VED STAFF COMMENTS. None.
Significant growth may result in PGE’s inability to generate or procure enough energy to meet customer demand.
PGE has experienced load growth in recent years, and projects a significant amount of growth in the future. Significant growth may result in PGE’s inability to generate or procure enough energy to meet customer demand.
The revolving credit facility provides a primary source of liquidity and may be used to supplement operating cash flow and as backup for commercial paper borrowings. The revolving credit facility represents commitments by the participating banks to make loans and, in certain cases, to issue letters of credit.
PGE currently has a syndicated unsecured revolving credit facility with several banks for an aggregate amount of $750 million. The revolving credit facility provides a primary source of liquidity and may be used to supplement operating cash flow and as backup for commercial paper borrowings.
If all such costs are not recoverable in prices, PGE could experience material increases in its commodity costs, which could impact PGE’s results of operations, financial condition, or cash flows. 32 Table of Contents It is also possible that alternative generation or storage resources are mandated, subsidized, or encouraged through legislation or regulation or otherwise are economically competitive and added to the available generation supply.
If all such costs are not recoverable in prices, PGE could experience material increases in its commodity costs, which could impact PGE’s results of operations, financial condition, or cash flows.
PGE also owns unregulated properties that are currently or previously leased to third parties and located adjacent to PGE’s T.W. Sullivan hydro generating facility. PGE has recorded a non-utility asset retirement obligation (ARO) for this site related to assets that are no longer in service.
A significant change in real estate values could adversely affect PGE’s results of operations. PGE also owns unregulated properties that are currently or previously leased to third parties and located adjacent to PGE’s T.W. Sullivan hydro generating facility.
Investors, lenders, rating agencies, customers, regulators, state legislatures, employees, and other stakeholders are increasing their focus on evaluating companies as corporate citizens based on their ESG programs and metrics.
Stakeholder expectations and standards with respect to PGE’s environmental, social, and governance (ESG) programs could result in increased costs and exposure to incremental risk. Investors, lenders, rating agencies, customers, regulators, state legislatures, employees, and other stakeholders often evaluate companies as corporate citizens based on their ESG programs and metrics.
Capital investment and operating expenses related to this risk may not be recoverable through increases in customer prices or insurance proceeds. Cybersecurity attacks, data security breaches, physical attacks and security breaches, acts of terrorism, or other similar events could disrupt PGE’s operations, require significant expenditures, or result in claims against the Company.
Rising insurance costs and any losses for which PGE is not adequately insured against could have a material, adverse effect on our results of operations and financial position. Cybersecurity attacks, data security breaches, physical attacks and security breaches, acts of terrorism, or other similar events could disrupt PGE’s operations, require significant expenditures, or result in claims against the Company.
In addition, failure to complete construction projects according to specifications could result in reduced plant efficiency, equipment failure, and plant performance that falls below expected levels, which could increase operating costs. REGULATORY, LEGAL, AND COMPLIANCE RISKS PGE is subject to extensive price regulation and relies on recovery of costs, the uncertainty of which could affect the Company’s operations and costs.
Any such failure could have a material adverse effect on PGE’s business, financial conditions and results of operations. REGULATORY, LEGAL, AND COMPLIANCE RISKS PGE is subject to extensive price regulation and relies on recovery of costs, the uncertainty of which could affect the Company’s operations and costs.
PGE has experienced load growth in recent years, and projects a significant amount of growth in the future. Unfavorable economic conditions in Oregon, such as, for example, increased inflation, may result in reduced demand for electricity and impair the financial stability of PGE’s customers. Such reductions in demand could adversely affect PGE’s results of operations and cash flows.
PGE's ability to invest in infrastructure necessary to support growth is dependent on regulatory approvals as is PGE's ability to allocate the costs of growth appropriately to customer classes. Unfavorable economic conditions in Oregon, such as, for example, increased inflation, may result in reduced demand for electricity and impair the financial stability of PGE’s customers.
Significant changes in estimates for this non-utility ARO due to changes in environmental laws or regulations could adversely affect PGE’s results of operations. Rapidly changing stakeholder expectations and standards with respect to PGE’s environmental, social, and governance (ESG) programs could result in increased costs and exposure to incremental risk.
PGE has recorded a non-utility asset retirement obligation 36 Table of Contents (ARO) for this site related to assets that are no longer in service. Significant changes in estimates for this non-utility ARO due to changes in environmental laws or regulations could adversely affect PGE’s results of operations.
Removed
Natural or human-caused disasters and other risks could damage the Company’s facilities and disrupt delivery of electricity resulting in significant property loss, repair costs, and reduced customer satisfaction.
Added
Facilities may be exposed to wildfires or cause wildfires, which could disrupt services, hinder the Company’s ability to execute its strategic plan, subject the Company to liability and litigation, adversely affect PGE’s access to capital and increase costs.
Removed
PGE’s results of operations may be also be materially impacted by indemnification obligations to buyers of certain tax credits. These obligations cover potential losses resulting from PGE’s failure to meet PTC and ITC qualifications or transferability requirements under the Internal Revenue Code.
Added
The lack of legislation limiting wildfire-related liability or providing a wildfire relief fund may impact PGE’s credit rating, which could hamper the Company’s ability to attract capital and invest in the infrastructure required to meet emissions targets and customer reliability needs.
Removed
Increased customer prices could further reduce customer demand for electricity and strain PGE’s ability to attract and retain customers.
Added
PGE may face barriers to securing cost-efficient contracts if there is a perceived risk of utility financial losses related to wildfire. Business partners may be forced to increase prices to recognize the unresolved financial exposure that PGE presents as a counterparty. Capital investment and operating expenses related to this risk may not be recoverable through customer prices or insurance proceeds.
Removed
Under certain circumstances, banks participating in PGE’s syndicated unsecured revolving credit facility could decline to fund advances requested by the Company or could withdraw from participation in the credit facility, which could adversely affect PGE’s liquidity. PGE currently has a syndicated unsecured revolving credit facility with several banks for an aggregate amount of $750 million.
Added
PGE’s insurance coverage may not fully cover all the hazards and liabilities to which PGE is subject. Certain liabilities resulting from wildfires and other risks, may be excluded from PGE’s insurance coverage. Insurance costs in the utility industry continue to rise, and the Company may be unable to obtain insurance on acceptable terms or at all.
Removed
Such alternative resources and regulatory or legislative actions could displace higher marginal cost generating units or make PGE less competitive in constructing, owning, and operating such facilities. Such a development could limit the Company’s future growth opportunities and limit growth in demand for PGE’s electric service.
Added
Long-term increases in both the number of customers and demand for energy, as well as the natural aging of existing infrastructure, will require continued expansion and upgrade of PGE’s generation, transmission, and distribution systems.
Added
In addition, failure to complete construction projects according to specifications could result in reduced plant efficiency, equipment failure, and plant performance that falls below expected levels, which could increase operating costs. Trade tariffs and related market volatility and supply chain disruptions could increase PGE’s operating costs, impair PGE’s ability to complete capital projects, and impede access to capital markets.
Added
Recently imposed trade tariffs could negatively impact PGE’s financial condition, results of operations, and cash flows. While the impact of these trade tariffs is difficult to predict at this time, economic volatility, supply chain disruption, or cost increases triggered by these trade tariffs could negatively affect PGE’s ability to execute its strategic plan.
Added
Adverse capital and credit market conditions caused by the new trade tariffs could negatively affect the Company’s access to capital, cost of capital, and ability to complete capital projects.
Added
Failure of potential data center or other large load customers to materialize as expected, or materialize and then relocate to other service areas, could result in an inability to recover the costs of certain capital investments or failure to achieve PGE’s strategic goals.
Added
PGE’s business is impacted by uncertainties associated with increased energy demand or significant accelerated growth in demand due to new data centers or other large load businesses.
Added
The Company may enter into arrangements with these or other large load customers and potential customers that require PGE to invest capital and assume credit risk related to such developments and the related generation and transmission investments before PGE receives any potential return.
Added
Existing data center or other large load customers may move outside the Company’s service area due to pricing offered by PGE, which includes cost of compliance with state policies including cost allocation policies, regulatory constraints, ease of or ability to secure independent generation, and other factors.
Added
PGE may be unable to build the infrastructure needed to support large load customers, or such construction may be subject to financing, environmental, or other permitting hurdles.
Added
If new data centers or other large load customers do not materialize as forecasted, or if existing data center or other large load customers leave the Company’s service area, PGE may not be able to realize its strategic goals and the Company may be left with stranded costs and other effects that could have material adverse impacts on its financial condition, results of operations, and cash flows.
Added
RISKS RELATED TO THE PENDING ASSET PURCHASE ACQUISITION Failure to complete the Asset Purchase Acquisition (the “Acquisition”) could negatively impact the Company’s results of operations, financial condition, and the market value of its common stock and debt securities.
Added
The Acquisition is contingent on conditions, including receipt of regulatory approvals, that may not be satisfied, which would result in the failure to complete the Acquisition.
Added
If the Acquisition is not completed, or if the Company is unable to secure the external financing necessary for the Acquisition, the Company’s ongoing business could be materially adversely affected, and the Company will be subject to a variety of risks potentially impacting business or financial results, including the following: • the market price of the Company’s common stock could decline; • under certain circumstances, upon termination of the Agreement, the Company may be required to pay a termination fee of $35 million; • payment of costs incurred in connection with pursuing the Acquisition regardless of whether the Acquisition closes; and • the Company may experience negative reactions from customers, vendors, employees or other key stakeholders. 27 Table of Contents An adverse outcome in any litigation or other legal proceedings relating to the Agreement, or the transactions contemplated thereby, could have a material adverse impact on the businesses of PGE or their ability to consummate the transactions contemplated by the Agreement.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit and Risk Committee of the Board of Directors has oversight of cybersecurity risk and receives briefings on a quarterly basis.
Biggest changeMembers of the Executive Risk Committee include: the Chief Executive Officer; the Chief Legal and Compliance Officer; the Chief Financial Officer; the Chief Operating Officer; the Chief Information Officer; the Vice President, Chief Commercial and Customer Officer; the Senior Vice President of Strategy and Advanced Energy Delivery; the Vice President of Power Markets and Grid Operations; and the Senior Director, Treasurer. 38 Table of Contents The Audit and Risk Committee of the Board of Directors has oversight of cybersecurity risk and receives briefings on a quarterly basis.
As a utility with critical infrastructure, both cyber and physical security will continue to be an important consideration for the Company’s future strategy and operations. The Company maintains a cybersecurity program, overseen by a cross-functional executive committee, that uses a risk-based methodology to support the security of its systems.
As a utility with critical infrastructure, both cyber and physical security will continue to be an important consideration for the Company’s future strategy and operations. The Company maintains a cybersecurity program, overseen by a 37 Table of Contents cross-functional executive committee, that uses a risk-based methodology to support the security of its systems.
In addition, the full Board of Directors has 34 Table of Contents participated in cybersecurity exercises. The Audit and Risk Committee is also provided with information about external assessment results and action plans. There is a process in place to notify the Audit and Risk Committee promptly in the event of a material cybersecurity incident.
In addition, the full Board of Directors has participated in cybersecurity exercises. The Audit and Risk Committee is also provided with information about external assessment results and action plans. There is a process in place to notify the Audit and Risk Committee promptly in the event of a material cybersecurity incident.
Prior to joining the Company, she served as the Special Agent in Charge of the FBI Jacksonville Division where she led all FBI cyber investigations and operations for nation state and criminal actors. PGE has a management-level committee, the Integrated Security Executive Committee (ISEC), specifically dedicated to cybersecurity and risk issues.
Prior to joining the Company, she served as the Special Agent in Charge of the FBI Jacksonville Division where she led all FBI cyber investigations and operations for nation state and criminal actors. PGE has a management-level committee , the Integrated Security Executive Committee ( ISEC ), which focuses specifically on cybersecurity and security-related risks.
ITEM 1C. CYBERSECURITY. PGE considers cybersecurity to be a top enterprise risk in PGE’s enterprise risk management program, and manages the risk by adhering to established security policies and governance, identifying risk through risk assessments, utilizing technology to provide a layered security approach, controlling access, robust security awareness training and conducting resiliency exercises.
ITEM 1C. CYBER SECURITY. PGE considers cybersecurity to be a top enterprise risk in PGE’s enterprise risk management program. The Company manages this risk through established security policies and governance, regular risk assessments, layered technical controls, access management, security awareness training, and resiliency exercises.
This employee has had a twenty-five year career with the Federal Bureau of Investigation (FBI) prior to joining the Company. She served as the Confidential Advisor to the Director of the FBI, providing strategic advice across all threats allowing her to develop unique and key insights into the global cyber threat landscape, FBI cyber strategy, and cyber operations.
She served as the Confidential Advisor to the Director of the FBI, providing strategic advice across all threats allowing her to develop unique and key insights into the global cyber threat landscape, FBI cyber strategy, and cyber operations.
Additional information about cybersecurity risks and the potential impact to the Company can be found in Item 1A.—“Risk Factors.” The Company has not experienced a material cybersecurity incident. PGE utilizes the cybersecurity framework established by the National Institute of Standard and Technology (NIST) to manage cybersecurity risk.
Additional information about cybersecurity risks and the potential impact to the Company can be found in Item 1A.—“Risk Factors.” As of the date of this filing, the Company has not experienced a material cybersecurity incident.
Members of the Executive Risk Committee include: the Chief Executive Officer, the Chief Legal and Compliance Officer, the Chief Financial Officer, the Chief Operating Officer, the Chief Information Officer, the Senior Vice President of Strategy and Advanced Energy Delivery, and the Vice President of Energy Supply and Regulatory Affairs.
Members of the ISEC include; the Chief Information Officer; the Chief Financial Officer; the Vice President, Utility Operations; the Senior Vice President, Advanced Energy Delivery; the Vice President, People and Culture and Chief Human Resources Officer; the Chief Executive Officer; the Chief Legal and Compliance Officer; and other executives as needed.
The ISEC meets twice each quarter and reviews risks, processes, and strategies related to cybersecurity. Members of the ISEC include the Chief Information Officer, the Chief Operating Officer, the Chief Executive Officer, and the Chief Legal and Compliance Officer.
The ISEC meets quarterly and reviews risks, processes, and strategies related to cybersecurity .
The NIST Cybersecurity Framework provides the foundation for a comprehensive view of the lifecycle for managing cybersecurity risk. An enterprise-wide management group operates to evaluate the cybersecurity program’s effectiveness. The Company has an employee who functions as a Chief Security Officer, whose responsibilities include cybersecurity and who has a reporting relationship to senior management.
The Company has an employee who functions as a Chief Security Officer, whose responsibilities include cybersecurity and who has a reporting relationship to senior management. This employee has had a twenty-five year career with the Federal Bureau of Investigation (FBI) prior to joining the Company.
Removed
PGE has a threat intelligence and insider risk program to stay abreast of emerging cybersecurity threats. The Company’s threat identification process begins with the development of an inventory of critical enterprise processes and critical assets, which allows the Company to prioritize focus in the event of a threat.
Added
Risk Management PGE uses the cybersecurity framework established by the National Institute of Standard and Technology, which provides a comprehensive, risk‑based approach to managing cybersecurity risk across the lifecycle for managing cybersecurity risk. PGE continuously reviews its cybersecurity practices and makes enhancements to address evolving threats, business changes, and regulatory expectations.
Removed
PGE’s Security Operations Center detects unauthorized entities and actions on the networks and in the physical environment, including personnel activity. Processes are tested regularly, through reviews, audits, and assessments. In addition, cyber security resiliency is enhanced through regular functional and tabletop exercises.
Added
PGE maintains incident response processes designed to support the timely response, containment, investigation, remediation, and recovery from cybersecurity incidents. These processes are tested through periodic functional and tabletop exercises to enhance preparedness and resiliency.
Removed
PGE manages third party cybersecurity risk by conducting due diligence to identify risks from third parties; requiring review and approval before onboarding a third party. Any third party that fails to meet the Company’s security requirements is subjected to additional risk screenings. PGE may decide not to move forward with a vendor that does not meet security requirements.
Added
The Company also conducts regular reviews, audits, and independent assessments, including periodic penetration testing, to evaluate the effectiveness of its cybersecurity controls and to support continuous improvement. PGE manages third‑party cybersecurity risk through due diligence prior to onboarding, ongoing risk monitoring, and periodic reassessment based on the criticality of the vendor relationship.
Removed
The Company also has procured cybersecurity insurance. All employees are required to take annual cybersecurity awareness training. The Company conducts monthly phishing campaigns in which employees are expected to report suspicious emails. If employees click on the training phishing email, they are provided immediate feedback on how to avoid phishing, in addition to being required to complete additional training.
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Vendors that do not meet the Company’s security requirements may be subject to additional review or may not be engaged. Governance Cybersecurity governance is supported by multiple layers of management oversight and assurance. An enterprise-wide management group operates to evaluate the cybersecurity program’s effectiveness.
Removed
Quarterly security awareness is provided to all employees and focuses on cyber and physical security best practices. PGE engages a third party to attempt to penetrate its systems periodically. These assessments support a continuous improvement initiative, ensuring ongoing enhancements to security posture. As a NERC registered entity, PGE is audited triennially by WECC on cybersecurity practices.
Added
Training and Awareness All employees are required to complete annual physical security and cybersecurity awareness training. The Company conducts ongoing security awareness activities, including cybersecurity training, monthly and targeted phishing campaigns, to reinforce employee vigilance and promote secure behavior. Results from these activities are used to inform continuous improvement efforts.
Added
PGE engages with third parties to monitor the PGE external attack surface and conducts ongoing penetration testing. These assessments support a continuous improvement. As a NERC registered entity, PGE is audited by WECC. The FERC will conduct an audit of cybersecurity controls at PGE hydro facilities in 2026. 39 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe Indenture securing the Company’s FMBs constitutes a direct first mortgage lien on substantially all utility property and franchises, other than expressly excepted property. 35 Table of Contents Generating Facilities The following are generating facilities owned by PGE as of December 31, 2024 (in MW): Facility Location Capacity Wholly-owned: Natural Gas or Oil (1) : Beaver Clatskanie, Oregon 513 Carty Boardman, Oregon 426 Port Westward Unit 1 Clatskanie, Oregon 403 Coyote Springs Boardman, Oregon 257 Port Westward Unit 2 Clatskanie, Oregon 219 Wind (2) : Biglow Canyon Sherman County, Oregon 450 Tucannon River Columbia County, Washington 267 Clearwater Custer County, Montana 208 Wheatridge Morrow County, Oregon 100 Hydro (3) : North Fork Clackamas River 56 Faraday Clackamas River 46 Oak Grove Clackamas River 42 River Mill Clackamas River 25 T.W.
Biggest changeGenerating Facilities The following are generating facilities owned by PGE as of December 31, 2025 (in MW): Facility Location Capacity Wholly-owned: Natural Gas or Oil (1) : Beaver Clatskanie, Oregon 516 Carty Boardman, Oregon 426 Port Westward Unit 1 Clatskanie, Oregon 403 Coyote Springs Boardman, Oregon 257 Port Westward Unit 2 Clatskanie, Oregon 225 Wind (2) : Biglow Canyon Sherman County, Oregon 450 Tucannon River Columbia County, Washington 267 Clearwater Custer County, Montana 208 Wheatridge Morrow County, Oregon 100 Hydro (3) : North Fork Clackamas River 56 Faraday Clackamas River 46 Oak Grove Clackamas River 42 River Mill Clackamas River 25 T.W.
PGE also has an ownership interest in, and capacity on, the following: • 14% of the 2,260 MW transmission facilities between the Colstrip switchyard to the Broadview switchyard, near Billings, Montana, and 16% of the 1,930 MW transmission facilities between the Broadview switchyard and the interconnection point with BPA’s transmission system near Townsend, Montana; and • 20% of the Northwest AC Intertie, a 4,800 MW transmission facility between the John Day Substation near the Columbia River in northern Oregon, and Malin, Oregon, near the California border.
PGE also has an ownership interest in, and capacity on, the following: • 14% of the 2,260 MW transmission facilities between the Colstrip switchyard and the Broadview switchyard, near Billings, Montana, and 16% of the 1,930 MW transmission facilities between the Broadview switchyard and the interconnection point with BPA’s transmission system near Townsend, Montana; and • 20% of the Northwest AC Intertie, a 4,800 MW transmission facility between the John Day Substation, near the Columbia River in northern Oregon, and Malin, Oregon, near the California border.
The Northwest AC Intertie is used primarily for the transmission of interstate purchases and sales of electricity among utilities, including PGE. In addition, the Company has contractual rights to a total of 4,150 MW of BPA’s transmission systems, and 300 MW of Northwestern Energy’s transmission systems.
The Northwest AC Intertie is used primarily for the transmission of interstate purchases and sales of electricity among utilities, including PGE. In addition, the Company has contractual rights to a total of 4,335 MW of BPA’s transmission systems, and 300 MW of Northwestern Energy’s transmission systems.
As of December 31, 2024, the non-utility property, plant, and equipment balance, net of accumulated depreciation was $73 million, recorded in Other noncurrent assets on the Company’s consolidated balance sheets in Item 8. — “Financial Statements and Supplementary Data.” PGE also owns unregulated properties that are currently or previously leased to third parties and located adjacent to PGE’s T.W.
As of December 31, 2025, the non-utility property, plant, and equipment balance, net of accumulated depreciation was $76 million, recorded in Other noncurrent assets on the Company’s consolidated balance sheets in Item 8. — “Financial Statements and Supplementary Data.” PGE also owns unregulated properties that are currently or previously leased to third parties and located adjacent to PGE’s T.W.
ITEM 2. PROPERTIES. PGE’s principal property, plant, and equipment are generally located on land owned by the Company or land under the control of the Company pursuant to existing leases, federal or state licenses, easements, or other agreements. In some cases, meters and transformers are located on customer property.
ITEM 2. PROPE RTIES. PGE’s principal property, plant, and equipment are generally located on land owned by the Company or land under the control of the Company pursuant to existing leases, federal or state licenses, easements, or other agreements. In some cases, meters and transformers are located on customer property.
Sullivan Willamette River 18 Jointly-owned (4) : Coal: Colstrip (5) Colstrip, Montana 296 Hydro (3) : Round Butte (6) Deschutes River 187 Pelton (6) Deschutes River 57 Capacity 3,570 (1) Represents net capacity of generating unit as demonstrated by actual operating or test experience, net of electricity used in the operation of a given facility. (2) Represents nameplate ratings.
Sullivan Willamette River 18 Jointly-owned (4) : Coal: Colstrip (5) Colstrip, Montana 296 Hydro (3) : Round Butte (6) Deschutes River 187 Pelton (6) Deschutes River 61 Capacity 3,583 (1) Represents net capacity of generating unit as demonstrated by actual operating or test experience, net of electricity used in the operation of a given facility. (2) Represents nameplate ratings.
The licenses for the hydroelectric projects on the three different rivers expire as follows: Clackamas River, 2055; Willamette River, 2035; and Deschutes River, 2055. 36 Table of Contents Energy Storage Facilities The following are energy storage facilities owned by PGE as of December 31, 2024 (in MW): Facility Location Capacity Constable BESS Washington County, Oregon 75 Coffee Creek BESS Washington County, Oregon 17 Other BESS facilities Various 8 Total Energy Storage Capacity 100 Transmission and Distribution PGE owns or has contractual rights associated with transmission lines that deliver electricity from its generation facilities to its distribution system in its service territory and also to the Western Interconnection.
The licenses for the hydroelectric projects on the three different rivers expire as follows: Clackamas River, 2055; Willamette River, 2035; and Deschutes River, 2055. 40 Table of Contents Energy Storage Facilities The following are energy storage facilities owned by PGE as of December 31, 2025 (in MW): Facility Location Capacity Seaside BESS Multnomah County, Oregon 200 Constable BESS Washington County, Oregon 75 Coffee Creek BESS Washington County, Oregon 17 Other BESS facilities Various 9 Total Energy Storage Capacity 301 Transmission and Distribution PGE owns or has contractual rights associated with transmission lines that deliver electricity from its generation facilities to its distribution system in its service territory and also to the Western Interconnection.
As of December 31, 2024, PGE-owned electric transmission system consisted of 1,269 circuit miles as follows: 287 circuit miles of 500 kV line; 418 circuit miles of 230 kV line; and 564 miles of 115 kV line. The Company also has 29,398 circuit miles of distribution lines that deliver electricity to its customers.
As of December 31, 2025, the PGE-owned electric transmission system consisted of 1,744 circuit miles as follows: 287 circuit miles of 500 kV line; 414 circuit miles of 230 kV line; 577 miles of 115 kV line; and 466 miles of 57 kV line. The Company also has 29,251 circuit miles of distribution lines that deliver electricity to its customers.
Added
The Indenture securing the Company’s FMBs constitutes a direct first mortgage lien on substantially all utility property and franchises, other than expressly excepted property.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS. See Note 19, Contingencies in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data,” for information regarding legal proceedings. 37 Table of Contents ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. PART II
Biggest changeITEM 3. LEGAL PR OCEEDINGS. See Note 19, Contingencies in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data,” for information regarding legal proceedings. ITEM 4. MINE SA FETY DISCLOSURES. Not applicable. 41 Table of Contents PAR T II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. PGE’s common stock is traded under the ticker symbol “POR” on the NYSE. As of February 7, 2025, there were 1,175 holders of record of PGE’s common stock.
Biggest changeITEM 5. MARK ET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. PGE’s common stock is traded under the ticker symbol “POR” on the NYSE. As of February 10, 2026, there were 1,096 holders of record of PGE’s common stock.
For information with respect to securities authorized for issuance under equity-based plans, see Note 13, Equity-based Plans and Note 14, Stock-Based Compensation in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data.” ITEM 6. [RESERVED]
For information with respect to securities authorized for issuance under equity-based plans, see Note 13, Equity-based Plans and Note 14, Stock-Based Compensation in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data.” ITEM 6. [RES ERVED]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

175 edited+108 added−84 removed64 unchanged
Biggest changeIn addition to any assumptions and other factors and matters referred to specifically in connection with forward-looking statements, factors that could cause actual results or outcomes for PGE to differ materially from those discussed in such forward-looking statements include: • governmental policies, legislative action, and regulatory audits, investigations and actions, including those of the FERC, the OPUC, the SEC, the Division of Enforcement of the Commodity Futures Trading Commission, the EPA, and the ODEQ with respect to allowed rates of return, financings, electricity pricing and price structures, acquisition and disposal of facilities and other assets, construction and operation of 38 Table of Contents plant facilities, transmission of electricity, recovery of power costs, operating expenses, deferrals, timely recovery of costs, and capital investments, energy trading activities, and current or prospective wholesale and retail competition; • uncertainties associated with increased energy demand or significant accelerated growth in demand due to new data centers, including the concentration of data centers, and the ability to obtain regulatory approvals, environmental, and other permits to construct new facilities in a timely manner; • economic conditions that result in decreased demand for electricity, reduced revenue from sales of excess energy during periods of low wholesale market prices, impaired financial stability of vendors and service providers and elevated levels of uncollectible customer accounts; • inflation and volatility in interest rates; • changing customer expectations and choices that may reduce customer demand for PGE’s services may impact the Company’s ability to make and recover its investments through rates and earn its authorized return on equity, including the impact of growing distributed and renewable generation resources, changing customer demand for enhanced electric services, and an increasing risk that customers procure electricity from registered ESSs or the adoption of community choice aggregation; • the timing or outcome of legal and regulatory proceedings and issues including, but not limited to, the matters described in Regulatory Matters of the “Overview” in this Item 7. and Note 19, Contingencies in the Notes to Consolidated Financial Statements in Item 8.— “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K; • natural or human-caused disasters and other risks, including, but not limited to, earthquake, flood, ice, drought, extreme heat, lightning, wind, fire, accidents, equipment failure, acts of terrorism, computer system outages and other events that disrupt PGE operations, damage PGE facilities and systems, cause the release of harmful materials, cause fires, and subject the Company to liability; • unseasonable or severe weather and other natural phenomena, such as the greater size and prevalence of wildfires in Oregon in recent years, which could affect public safety, customers’ demand for power and PGE’s financial health and ability and cost to procure adequate power and fuel supplies to serve its customers, access the wholesale energy market, or operate its generating facilities and transmission and distribution systems, and the Company’s costs to maintain, repair, and replace such facilities and systems, and recovery of costs; • ignitions caused by PGE assets or PGE’s ability to effectively implement a PSPS and de-energize its system in the event of heightened wildfire risk or implement effective system hardening programs, the inability of which could lead to potential liability if energized systems are involved in wildfires that cause harm, as well as the risk that damages from wildfires may not be recoverable through prices or insurance, resulting in impact to the financial condition or reputation of the Company; • operational factors affecting PGE’s power generating and battery storage facilities, including forced outages, fires, unscheduled delays, environmental impacts, hydro and wind conditions, and disruption of fuel supply, any of which may cause the Company to incur repair costs or purchase replacement power at increased costs; • default or nonperformance on the part of any parties from whom PGE purchases fuel, capacity, or energy, which may cause the Company to incur costs to purchase replacement power and related renewable attributes at increased costs; • complications arising from PGE’s jointly-owned plant, including changes in ownership, adverse regulatory outcomes or legislative actions, or operational failures that result in legal or environmental liabilities or unanticipated costs related to replacement power, repair costs, or abandoned costs; • delays in the supply chain and increased supply costs, failure to complete capital projects on schedule or within budget, failure to obtain permits, inability to complete negotiations on contracts for capital projects, failure of counterparties to perform under agreements, or the abandonment of capital projects, any of which 39 Table of Contents could result in the Company’s inability to recover project costs, or impact PGE’s competitive position, market share, or results of operations in a material way; • volatility in wholesale power and natural gas prices, including but not limited to volatility caused by macroeconomic and international issues, that could require PGE to post additional collateral or issue additional letters of credit pursuant to power and natural gas purchase agreements; • changes in the availability and price of wholesale power and fuels, including natural gas and coal, and the impact of such changes on the Company’s power costs; • capital market conditions, including availability of capital, volatility of interest rates, reductions in demand for investment-grade commercial paper, volatility of equity markets as well as changes in PGE’s credit ratings, any of which could have an impact on the Company’s cost of capital and its ability to access the capital markets to support requirements for working capital, construction of capital projects, the repayments of maturing debt, and stock-based compensation plans, which are relied upon in part to retain key executives and employees; • future laws, regulations, and proceedings that could increase the Company’s costs of operating its thermal generating plants, or affect the operations of such plants by imposing requirements for additional emissions controls or significant emissions fees or taxes, particularly with respect to coal-fired generating facilities, in order to mitigate carbon dioxide, mercury, and other gas emissions; • changes in, and compliance with, environmental laws and policies, including those related to threatened and endangered species, fish, and wildlife; • the effects of climate change, whether global or local in nature, including unseasonable or extreme weather and other natural phenomena that may affect energy costs or consumption, increase the Company’s costs, cause damage to PGE facilities and system, or adversely affect its operations; • changes in residential, commercial, or industrial customer growth, or demographic patterns, including changes in load resulting in future transmission constraints, in PGE’s service territory; • the effectiveness of PGE’s risk management policies and procedures; • cybersecurity attacks, data security breaches, physical attacks and security breaches, or other malicious acts, internally or to third parties, that cause damage to the Company’s generation, transmission, or distribution facilities, information technology systems, inhibit the capability of equipment or systems to function as designed or expected, or result in the release of confidential customer, vendor, employee, or Company information; • physical attacks upon Company employees; • employee workforce factors, including potential strikes, work stoppages, transitions in senior management, the ability to recruit and retain key employees and other talent, and turnover due to macroeconomic trends such as voluntary resignation of large numbers of employees similar to that experienced by other employers and industries during the COVID-19 pandemic; • new federal, state, and local laws that could have adverse effects on operating results; • failure to achieve the Company’s GHG emission goals or being perceived to have either failed to act responsibly with respect to the environment or effectively respond to legislative requirements concerning GHG emission reductions, any of which could lead to adverse publicity and have adverse effects on the Company's operations and/or damage the Company's reputation; • social attitudes regarding the electric utility and power industries; • political and economic conditions; • the impact of widespread health developments, and responses to such developments (such as voluntary and mandatory quarantines, including government stay at home orders, as well as shut downs and other restrictions on travel, commercial, social, and other activities), which could materially and adversely affect, 40 Table of Contents among other things, demand for electric services, customers’ ability to pay, supply chains, personnel, contract counterparties, liquidity and financial markets; • changes in financial or regulatory accounting principles or policies imposed by governing bodies; • risks and uncertainties related to current or future All-Source RFP projects, including, but not limited to regulatory processes, transmission capabilities, system interconnections, inflationary impacts, supply chain constraints, supply cost increases (including application of tariffs), permitting and construction delays, and legislative uncertainty; and • acts of war, terrorism, or civil disruption.
Biggest changeIn addition to any assumptions and other factors and matters referred to specifically in connection with forward-looking statements, risks, uncertainties and other important factors that could cause actual results or outcomes for PGE to differ materially from those discussed in such forward-looking statements include: • New or revised governmental policies, executive orders, legislative actions, and regulatory audits, investigations and actions, including those of the FERC, the OPUC, and the Internal Revenue Service with respect to allowed rates of return, financings, electricity pricing and price structures, acquisition and disposal of facilities and other assets, construction and operation of plant facilities, transmission of electricity, recovery of power costs, operating expenses, deferrals, timely recovery of costs, and capital investments, energy trading activities, tax credits, and current or prospective wholesale and retail competition; 42 Table of Contents • uncertainties associated with increased energy demand or significant accelerated growth in demand due to new data centers, including the concentration of data centers, and the ability to obtain regulatory approvals, environmental, and other permits to construct new facilities in a timely manner; • economic conditions that result in decreased demand for electricity, reduced revenue from sales of excess energy during periods of low wholesale market prices, impaired financial stability of vendors and service providers and elevated levels of uncollectible customer accounts; • increases to operating costs that could result from changes to trade tariffs, rising inflation and volatility in interest rates; • the impacts of changes in the tax code, including tax rates, minimum tax rates, adjustments made to deferred tax assets and liabilities, and changes impacting the availability of and ability to transfer tax credits; • risks and uncertainties related to current or future All-Source Request for Proposals (RFP) projects, including, but not limited to regulatory processes, transmission capabilities, system interconnections, inflationary impacts, supply chain constraints, supply cost increases (including application of trade tariffs), permitting and construction delays, available tax credits, counterparty credit risk, and legislative uncertainty; • changing customer expectations and choices that may reduce customer demand for PGE’s services may impact the Company’s ability to make and recover its investments through prices and earn its authorized return on equity, including the impact of growing distributed and renewable generation resources, changing customer demand for enhanced electric services, and an increasing risk that customers procure electricity from registered ESSs or the adoption of community choice aggregation; • the timing or outcome of legal and regulatory proceedings and issues including, but not limited to, the matters described in Regulatory Matters of the “Overview” in this Item 7. and Note 19, Contingencies in the Notes to Consolidated Financial Statements in Item 8.— “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K; • natural or human-caused disasters and other risks, including, but not limited to, earthquake, flood, ice, drought, extreme heat, lightning, wind, fire, accidents, equipment failure, acts of terrorism, computer system outages and other events that disrupt PGE operations, damage PGE facilities and systems, cause the release of harmful materials, cause fires, and subject the Company to liability; • severe weather and other natural phenomena, such as the greater size and prevalence of wildfires in Oregon in recent years, which could affect public safety, customers’ demand for power, and PGE’s financial health and ability and cost to procure adequate power and fuel supplies to serve its customers, access the wholesale energy market, or operate its generating facilities and transmission and distribution systems, and the Company’s costs to maintain, repair, and replace such facilities and systems, and recovery of such costs; • ignitions caused by PGE assets or PGE’s ability to effectively implement a PSPS and de-energize its system in the event of heightened wildfire risk or implement effective system hardening programs, the inability of which could lead to potential liability if energized systems were involved in wildfires that cause harm, as well as the risk that damages from wildfires may not be recoverable through prices or insurance, resulting in impact to the financial condition or reputation of the Company; • impacts from legislative action limiting wildfire-related liability or providing a wildfire relief fund, such as negative effects on PGE’s credit rating, which could limit PGE’s ability to access capital on terms similar to past transactions or at all and could impact PGE’s liquidity, cash flows, and capital expenditure plans; • operational factors affecting PGE’s power generating and battery storage facilities, including forced outages, fires, unscheduled delays, environmental impacts, hydro and wind conditions, and disruption of fuel supply, any of which may cause the Company to incur repair costs or purchase replacement power at increased costs; 43 Table of Contents • default or nonperformance on the part of any parties from whom PGE purchases fuel, capacity, or energy, that may cause the Company to incur costs to purchase replacement power and related renewable attributes at increased costs; • complications arising from PGE’s jointly-owned plant, including changes in ownership, change in regulatory requirements, adverse regulatory outcomes or legislative actions, or operational failures that result in legal or environmental liabilities or unanticipated costs related to replacement power, capital improvements, repair costs, or abandoned costs; • delays in the supply chain and increased supply costs, failure to complete capital projects on schedule or within budget, failure to obtain permits, inability to complete negotiations on contracts for capital projects, failure of counterparties to perform under agreements, or the abandonment of capital projects, any of which could result in the Company’s inability to recover project costs, or impact PGE’s competitive position, market share, or results of operations in a material way; • volatility in wholesale power and natural gas prices, including but not limited to volatility caused by macroeconomic and international issues, that could require PGE to post additional collateral or issue additional letters of credit pursuant to power and natural gas purchase agreements; • changes in the availability and price of wholesale power and fuels, including natural gas and coal, and the impact of such changes, including the potential impact of trade tariffs, on the Company’s power costs; • capital market conditions, including availability of capital, volatility of interest rates, reductions in demand for investment-grade commercial paper, volatility of equity markets as well as changes in PGE’s credit ratings, any of which could have an impact on the Company’s cost of capital and its ability to access the capital markets to support requirements for working capital, construction of capital projects, the repayments of maturing debt, and stock-based compensation plans, which are relied upon in part to retain key executives and employees; • future laws, regulations, and proceedings that could increase the Company’s costs of operating its thermal generating plants, or affect the operations of such plants by imposing requirements for additional emissions controls or significant emissions fees or taxes, particularly with respect to coal-fired generating facilities, in order to mitigate carbon dioxide, mercury, and other gas emissions; • changes in, compliance with, and general uncertainty around environmental laws and policies, including those related to threatened and endangered species, fish, and wildlife; • the effects of climate change, whether global or local in nature, including unseasonable or extreme weather and other natural phenomena that may affect energy costs or consumption, increase the Company’s costs, cause damage to PGE facilities and system, or adversely affect its operations; • changes in residential, commercial, or industrial customer growth, or demographic patterns, including changes in load resulting in future transmission constraints, in PGE’s service territory; • the effectiveness of PGE’s risk management policies and procedures; • cybersecurity attacks, data security breaches, physical attacks and security breaches, or other malicious acts, internally or to third parties, that cause damage to the Company’s generation, transmission, or distribution facilities, impact information technology systems, inhibit the capability of equipment or systems to function as designed or expected, or result in the release of confidential customer, vendor, employee, or Company information; • reputational damage from negative publicity, protests, fines, penalties and other negative consequences resulting in regulatory or legal actions; • employee workforce factors, including potential strikes, work stoppages, transitions in senior management, the ability to recruit and retain key employees and other talent, and turnover due to macroeconomic trends such as voluntary resignation of large numbers of employees; 44 Table of Contents • failure to achieve the Company’s GHG emission goals or being perceived to have either failed to act responsibly with respect to the environment or effectively respond to legislative requirements concerning GHG emission reductions, any of which could lead to adverse publicity and have adverse effects on the Company's operations and/or damage the Company's reputation; • the impact of widespread health developments, and responses to such developments (such as voluntary and mandatory quarantines, including government stay at home orders, as well as shut downs and other restrictions on travel, commercial, social, and other activities), which could materially and adversely affect, among other things, demand for electric services, customers’ ability to pay, supply chains, personnel, contract counterparties, liquidity, and financial markets; • changes in financial or regulatory accounting principles or policies imposed by governing bodies; • acts of war, terrorism, or civil disruption; and • uncertainties associated with the proposed Acquisition, including but not limited to, the expected closing of the proposed transaction and the timing thereof, the financing of the proposed transaction, strategies and plans, opportunities and anticipated future performance and capital structure, and expected accretion to earnings per share and free cash flow.
The OPUC has significant discretion in making the final determination of recovery based on its determination of prudency and interpretation of the earnings test application, either of which could result in all or a portion of the deferral being disallowed.
The OPUC has significant discretion in making the final determination of recovery based on its assessment of prudency and interpretation of the earnings test application, either of which could result in all, or a portion of, the deferral being disallowed.
Pursuant to the PCAM and related earnings test, because PGE’s preliminary regulatory ROE was below 10.5%, there is no estimated refund to customers under the PCAM for 2024.
Pursuant to the PCAM and related earnings test, because PGE’s preliminary regulatory ROE was below 10.5%, there was no estimated refund to customers under the PCAM for 2024.
Transportation electrification (TE) is one of the most significant ways to reduce GHG emissions in Oregon. PGE is engaged with customers and communities to manage EV charging load, develop infrastructure projects aimed at improving accessibility to EV charging stations, build electric fleet partnerships, and offer programs to supporting customers’ transitions to TE.
Transportation electrification (TE) is one of the most significant ways to reduce GHG emissions in Oregon. PGE is engaged with customers and communities to manage EV charging load, develop infrastructure projects aimed at improving accessibility to EV charging stations, build electric fleet partnerships, and offer programs to support customers’ transitions to TE.
Includes accrued capital additions, preliminary engineering, removal costs, and certain intangible working capital assets. (2) Amounts subsequent to 2024 are estimates as of the date of this report and may be affected by economic conditions, including but not limited to, impacts of inflation, changes to the cost of materials and labor, and financing costs.
Includes accrued capital additions, preliminary engineering, removal costs, and certain intangible working capital assets. (2) Amounts subsequent to 2025 are estimates as of the date of this report and may be affected by economic conditions, including but not limited to, impacts of inflation, changes to the cost of materials and labor, and financing costs.
In reviewing a CEP, the OPUC must ensure that utilities create a plan that is in the public interest, demonstrate continual progress toward meeting the targets, and take actions as soon as practicable that facilitate rapid reduction of GHG emissions. Further, the CEP must result in an affordable, reliable, and clean electric system.
In reviewing a CEP, the OPUC must ensure that utilities take actions as soon as practicable that facilitates rapid reduction of GHG emissions, demonstrate continual progress toward meeting the targets, and create a plan that is in the public interest. Further, the CEP must result in an affordable, reliable, and clean electric system.
The Company implemented a customer subscription option, the Green Future Impact Program, which is a renewable energy program that allows large business and municipality customers to have a choice in how they source their electricity. Under the Green Future Impact Program, customers can enroll in a Customer-Supplied Option (CSO) or PGE-Supplied Option (PSO).
The Company implemented a customer subscription option, the Green Future Impact Program, which is a renewable energy program that allows large business and municipal customers to have a choice in how they source their electricity. Under the Green Future Impact Program, customers can enroll in a Customer-Supplied Option (CSO) or PGE-Supplied Option (PSO).
As a result, as of December 31, 2024, the aggregate unused available credit capacity under the revolving credit facility was $750 million. In addition, PGE has four letter of credit facilities under which the Company has total capacity of $320 million. The issuance of such letters of credit is subject to the approval of the issuing institution.
As a result, as of December 31, 2025, the aggregate unused available credit capacity under the revolving credit facility was $750 million. In addition, PGE has four letter of credit facilities under which the Company has total capacity of $320 million. The issuance of such letters of credit is subject to the approval of the issuing institution.
PGE strives to improve regional safety by reducing the risk that PGE’s electric utility infrastructure could cause a wildfire, while limiting the impacts of PSPS events and other mitigation activities on customers and increasing the resiliency of PGE assets to wildfire damage.
PGE strives to improve regional safety by mitigating the risk that PGE’s electric utility infrastructure could cause a wildfire, while limiting the impacts of PSPS events and other mitigation activities on customers and increasing the resiliency of PGE assets to wildfire 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.
In January 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.
The Company has elected to limit its borrowings under the revolving credit facility to cover any potential need to repay commercial paper that may be outstanding at the time. As of December 31, 2024, PGE had no commercial paper outstanding.
The Company has elected to limit its borrowings under the revolving credit facility to cover any potential need to repay commercial paper that may be outstanding at the time. As of December 31, 2025, PGE had no commercial paper outstanding.
Empowering customers and communities —PGE’s customers have a desire for purchasing clean energy, as over 230 thousand residential and small commercial customers voluntarily participate in PGE’s Green Future Program, the largest renewable power program by participation in the nation.
Empowering customers and communities —PGE’s customers have a desire for purchasing clean energy, as over 221 thousand residential and small commercial customers voluntarily participate in PGE’s Green Future Program, the largest renewable power program by participation in the nation.
On February 9, 2024, PGE filed a Notice of Deferral with the OPUC under Docket UM 2190 for emergency restoration costs related to the January storm. As of December 31, 2024, PGE had deferred $46 million, including interest, as a regulatory asset for costs associated with repairing damage to transmission and distribution systems and restoring power to customers.
On February 9, 2024, PGE filed a Notice of Deferral with the OPUC under Docket UM 2190 for emergency restoration costs related to the January storm. As of December 31, 2025, PGE had deferred $48 million, including interest, as a regulatory asset for costs associated with repairing damage to transmission and distribution systems and restoring power to customers.
PGE plans to fund the 2025 capital expenditures with cash from operations during 2025, as discussed above, as well as with the issuance of debt, issuances of shares pursuant to the at-the-market offering program, and short-term debt as necessary.
PGE plans to fund the 2026 capital expenditures with cash from operations during 2026, as discussed above, as well as with the issuance of debt, issuances of shares pursuant to the at-the-market offering program, and short-term debt as necessary.
Customer prices can be adjusted annually to absorb a portion of the difference between the forecasted NVPC included in customer prices (baseline NVPC, which is reset annually by means of the AUT filings) and actual NVPC for the 56 Table of Contents year, if such differences exceed a prescribed “deadband” limit, which ranges from $15 million below to $30 million above baseline NVPC.
Customer prices can be adjusted annually to absorb a portion of the difference between the forecasted NVPC included in customer prices (baseline NVPC, which is reset annually by means of the AUT filings) and actual NVPC for the year, if such differences exceed a prescribed “deadband” limit, which ranges from $15 million below to $30 million above baseline NVPC.
Long-term capital requirements are driven largely by capital expenditures for generation, transmission, and distribution facilities to support both new and existing customers, along with information technology systems and debt refinancing activities.
Long-term capital requirements are driven largely by capital expenditures for generation, transmission, distribution, and energy storage facilities to support both new and existing customers, along with information technology systems and debt refinancing activities.
PGE typically classifies borrowings under the revolving credit facility and outstanding commercial paper as Short-term debt in the consolidated balance sheets. Under the revolving credit facility, as of December 31, 2024, PGE had no borrowings or commercial paper outstanding, and no letters of credit issued.
PGE typically classifies borrowings under the revolving credit facility and outstanding commercial paper as Short-term debt in the consolidated balance sheets. Under the revolving credit facility, as of December 31, 2025, PGE had no borrowings or commercial paper outstanding, and no letters of credit issued.
As a co-owner of Colstrip, PGE has provided surety bonds, which are considered off-balance sheet arrangements, of $22 million as of December 31, 2024 on behalf of the operator to ensure the operation and maintenance of remedial and closure actions are carried out related to the Administrative Order on Consent Regarding Impacts Related to Wastewater Facilities Comprising the Closed-Loop System at Colstrip Steam Electric Station, Colstrip Montana (the AOC) as required by the Montana Department of Environmental Quality.
As a co-owner of Colstrip, PGE has provided surety bonds, which are considered off-balance sheet arrangements, of $18 million as of December 31, 2025 on behalf of the operator to ensure the operation and maintenance of remedial and closure actions are carried out related to the Administrative Order on Consent Regarding Impacts Related to Wastewater Facilities Comprising the Closed-Loop System at Colstrip Steam Electric Station, Colstrip Montana (the AOC) as required by the Montana Department of Environmental Quality.
The following table presents the number of heating and cooling degree-days in 2024 and 2023, along with the current 15-year averages, reflecting the influence that weather had on comparative energy deliveries.
The following table presents the number of heating and cooling degree-days in 2025 and 2024, along with the current 15-year averages, reflecting the influence that weather had on comparative energy deliveries.
For additional information regarding contractual obligations, see Note 16, Commitments and Guarantees, in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data.” Cash Flows from Investing Activities —Cash flows used in investing activities consist primarily of capital expenditures related to new construction and improvements to PGE’s generation, transmission, and distribution 65 Table of Contents facilities.
For additional information regarding 70 Table of Contents contractual obligations, see Note 16, Commitments and Guarantees, in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data.” Cash Flows from Investing Activities —Cash flows used in investing activities consist primarily of capital expenditures related to new construction and improvements to PGE’s generation, transmission, distribution, and energy storage facilities.
Under this mechanism, PGE could provide notice of an event that qualifies within 30 days of the declared state of emergency and would not need to seek OPUC approval to apply deferred accounting treatment for incremental costs related to the emergency, subject to an earnings test.
Under this mechanism, PGE could provide notice of an event that qualifies within 30 days of the declared state of emergency and would not need to seek OPUC approval to apply deferred accounting treatment for incremental costs related to the emergency.
See Note 19, Contingencies in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data” for information regarding legal proceedings related to Colstrip.
See Note 19, Contingencies in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data” for information regarding legal matters related to Colstrip.
To fuel its generation portfolio, PGE purchases natural gas in the United States and Canada and sells excess gas back into the wholesale market. The Company also performs portfolio management and wholesale market sales services for third parties in the region and purchases and sells environmental credits in the wholesale marketplace.
To fuel its generation portfolio, the Company purchases natural gas in the United States and Canada and sells excess gas back into the wholesale market. PGE also performs portfolio management and wholesale market sales services for third parties in the region and purchases and sells environmental credits bundled with electricity in the wholesale marketplace.
PGE's resource planning process indicates the need for transmission to provide additional transfer capacity, access to diverse energy resources, access to enhanced wholesale markets, and to ease congestion on the existing western transmission system. PGE continues to explore the North Plains Connector as a resource to meet those load-service needs. The United States Department of Energy (U.S.
PGE's resource planning process indicates the need for transmission to provide additional transfer capacity, access to diverse energy resources, and enhanced wholesale markets, and ease congestion on the existing western transmission system. PGE continues to explore the North Plains Connector as a resource to meet those load-service needs. The U.S.
Amortization of regulatory assets and liabilities is reflected in the statement of income over the period in which they are included in customer prices. If future recovery of regulatory assets is not probable, PGE would expense such items in the period such determination is made.
Amortization of regulatory assets and liabilities is reflected in the statement of income over the period in which they are included in customer prices. 74 Table of Contents If future recovery of regulatory assets is not probable, PGE would expense such items in the period such determination is made.
Energy expected to be received from hydroelectric resources in 2024 was projected in the AUT based on a modified hydro study, which utilizes 80 years of historical stream flow data. For further detail on regional hydro results, see “Purchased power and fuel” in the Results of Operations section in this Item 7.
Energy expected to be received from hydroelectric resources in 2025 was projected in the AUT based on a modified hydro study, which utilizes 10 years of historical stream flow data. For further detail on regional hydro results, see “Purchased power and fuel” in the Results of Operations section in this Item 7.
Highlights of PGE’s key investments and plans for building a resilient grid include: 45 Table of Contents • Wildfire Mitigation —PGE has a Wildfire Mitigation Program under which an annual Wildfire Mitigation Plan (WMP) is developed and submitted to the OPUC, as required by State law, to coordinate activities across the Company and with State-wide stakeholders.
Highlights of PGE’s key investments and plans for building a resilient grid include: • Wildfire Mitigation —PGE has a Wildfire Mitigation Program under which an annual Wildfire Mitigation Plan is developed and submitted to the OPUC, as required by State law, to coordinate activities across the Company and with State-wide stakeholders.
As of December 31, 2024, significant uncertainties still remained concerning the precise requirements for clean-up, the assignment of responsibility for clean-up costs, the final selection of a proposed remedy by the EPA, and the method of allocation of costs amongst PRPs. It is probable that PGE will share in a portion of these costs.
As of December 31, 2025, significant uncertainties still remained concerning the precise boundaries for clean-up, the assignment of responsibility for clean-up costs, the final selection of a proposed remedy by the EPA, and the method of allocation of costs amongst PRPs. It is probable that PGE will share in a portion of these costs.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Forward-Looking Statements The information in this report includes statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995.
ITEM 7. MAN AGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Forward-Looking Statements The information in this report includes statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995.
In 2017, Oregon’s most populous city, Portland, and most populous county, Multnomah, each passed resolutions to achieve 100% clean and renewable electricity by 2035 and 100% economy-wide clean and renewable energy by 2050. Other jurisdictions in PGE’s service area have similar goals and continue to consider similar goals for the future.
In 2017, Oregon’s most populous city, Portland, and most populous county, Multnomah, each passed resolutions to achieve 100% clean and renewable 46 Table of Contents electricity by 2035 and 100% economy-wide clean and renewable energy by 2050. Other jurisdictions in PGE’s service area have similar goals and continue to consider similar goals for the future.
The OPUC Staff finalized their review of modifications to the current DSP guidelines in the fourth quarter of 2024 and PGE filed its next DSP in December 2024, fully compliant with the updated requirement.
The OPUC Staff finalized their review of modifications to the current DSP guidelines in the fourth quarter of 2024 and PGE filed its 50 Table of Contents next DSP in December 2024, fully compliant with the updated requirement.
The law does not require particular GHG percentage reductions be attained until 2030. The law contains a cost cap and reliability related provisions that can slow or pause compliance with the GHG targets, if implicated. The OPUC has a current open docket, UM 2273, in which provisions regarding the cost cap are being investigated.
The law 52 Table of Contents does not require particular GHG percentage reductions be attained until 2030. The law contains affordability and reliability related provisions that can slow or pause compliance with the GHG targets, if implicated. The OPUC has a current open docket, UM 2273, in which provisions regarding the cost cap are being investigated.
Under these facilities, which are considered off-balance sheet arrangements, letters of credit for a total of $85 million were outstanding as of December 31, 2024. PGE works to optimize its use of its letter of credit facility to manage energy trading margin.
Under these facilities, which are considered off-balance sheet arrangements, letters of credit for a total of $192 million were outstanding as of December 31, 2025. PGE works to optimize its use of its letter of credit facility to manage energy trading margin.
The 2025 AUT contains a $72 million increase in NVPC and has been included in customer prices beginning January 1, 2025. For more information regarding the PCAM, see “ Power operations ” within this Overview section of Item 7.
The 2026 AUT contains a $39 million increase in NVPC and has been included in customer prices beginning January 1, 2026. For more information regarding the PCAM, see “ Power operations ” within this Overview section of Item 7.
As approved by the OPUC, the 2024 AUT included a final increase in power costs for 2024, and a corresponding increase in annual revenue requirement of $216 million from 2023 levels, which were reflected in customer prices effective January 1, 2024.
As approved by the OPUC, the 2025 AUT included a final increase in power costs for 2025, and a corresponding increase in annual revenue requirement of $72 million from 2024 levels, which were reflected in customer prices effective January 1, 2025.
This filing introduces several proposed changes to PGE policies and tariffs that, if approved, would: i) reasonably protect other customers from the cost to connect new large load customers; ii) improve transmission system planning and capacity by managing capacity requests over one MW; iii) provide fair recovery of distribution investment costs from large load users; and iv) implement contractual requirements designed to appropriately allocate and recover distribution and transmission costs and mitigate the risk of stranded assets, while providing flexibility to meet large customer needs.
This filing introduced several proposed changes to PGE policies and tariffs that, if approved, would: i) reasonably protect other customers from the cost to connect new large load customers; ii) improve transmission system planning and capacity; iii) provide fair recovery of distribution investment costs from large load users; and iv) implement contractual requirements designed to appropriately allocate and recover distribution and transmission costs and mitigate the risk of stranded assets, while providing flexibility to meet large customer needs.
This was partially offset by payments of dividends in the amount of $200 million and $130 million of long-term debt. 2023 Compared to 2022 For a comparison of liquidity and capital resources and the Company’s cash flow activities for the fiscal year ended December 31, 2023 and 2022, see Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 20, 2024.
This was partially offset by payments of dividends in the amount of $225 million and $170 million of long-term debt. 2024 Compared to 2023 For a comparison of liquidity and capital resources and the Company’s cash flow activities for the fiscal year ended December 31, 2024 and 2023, see Item 7.—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 14, 2025.
PGE estimates that on December 31, 2024, under the most restrictive issuance test in the Indenture of Mortgage and Deed of Trust, the Company could have issued up to $677 million of additional FMBs.
PGE estimates that on December 31, 2025, under the most restrictive issuance test in the Indenture of Mortgage and Deed of Trust, the Company could have issued up to $785 million of additional FMBs.
PGE’s credit facilities contain customary covenants and credit provisions, including a requirement that limits consolidated indebtedness, as defined in the credit agreements, to 65.0% of total capitalization (debt to total capital ratio). As of December 31, 2024, the Company’s debt to total capital ratio, as calculated under the credit agreements, was 55.1%.
PGE’s credit facilities contain customary covenants and credit provisions, including a requirement that limits consolidated indebtedness, as defined in the credit agreements, to 65.0% of total capitalization (debt to total capital ratio). As of December 31, 2025, the Company’s debt to total capital ratio, as calculated under the credit agreements, was 53.0%.
Achievement of this objective helps the Company maintain investment grade debt ratings and provides access to long-term capital at favorable interest rates. The Company’s common equity ratio was 45.6% and 44.6% as of December 31, 2024 and 2023, respectively.
Achievement of this objective helps the Company maintain investment grade debt ratings and provides access to long-term capital at favorable interest rates. The Company’s common equity ratio was 47.0% and 45.6% as of December 31, 2025 and 2024, respectively.
Short-term Debt —Pursuant to an order issued by the FERC on January 18, 2024, PGE has authorization to issue short-term debt up to a total of $900 million through February 6, 2026.
Short-term Debt —Pursuant to an order issued by the FERC on January 12, 2026, PGE has authorization to issue short-term debt up to a total of $900 million through February 6, 2028.
The RAC allows PGE to recover prudently incurred costs of renewable resources through filings made each year, outside of a GRC. During 2024, the Company did not submit a request for recovery of any renewable resources under the RAC. In 2023, the Company filed for Clearwater, which went into service January 5, 2024.
The RAC allows PGE to recover prudently incurred costs of renewable resources through filings made each year, outside of a General Rate Case (GRC). In 2023, the Company filed for Clearwater, which went into service in January 2024. PGE did not submit a request for recovery of any renewable resources under the RAC during 2024 or 2025.
Following a lengthy regulatory process, on December 20, 2024, PGE filed Advice No. 24-38 with the OPUC.
Following a lengthy regulatory process, in December 2024, PGE filed Advice No. 24-38 with the OPUC.
The DSP outlines distribution system assets, describes how the Company plans for new load, including distributed resources such as EVs and Solar Photovoltaic installations, and presents the vision for modernizing the grid to enable accelerated decarbonization and customer participation in meeting PGE’s clean energy goals.
The DSP outlines distribution system assets, describes how the Company plans for new load, including distributed resources such as EVs and rooftop solar installations, and presents the vision for modernizing the grid to enable accelerated decarbonization and customer participation in demonstrating continual progress towards PGE’s clean energy goals.
For further information, see “January 2024 storm and damage” in Note 7, Regulatory Assets and Liabilities, in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data.” RCE— Under the RCE mechanism, PGE is allowed to pursue recovery of 80% of costs for RCEs above amounts forecasted in the Company’s AUT, without application of an earnings test, with the remaining 20% flowing through operating expenses and subject to the existing PCAM.
For further information, see “ January 2024 storm and damage ” in Note 7, Regulatory Assets and Liabilities, in the Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data.” RCE— Under the RCE mechanism, originally authorized by the OPUC to be effective through 2025, PGE is allowed to pursue recovery of 80% of costs for RCEs above amounts forecasted in the Company’s AUT, without application of an earnings test, with the remaining 20% flowing through operating expenses and subject to the existing PCAM.
Plant availability (1) Actual energy provided compared to projected levels (2) Actual energy provided as a percentage of total retail load 2024 2023 2024 2023 2024 2023 Thermal: Natural gas 82 % 85 % 98 % 99 % 36 % 40 % Coal (3) 78 90 93 99 6 8 Wind (4) 92 98 101 88 10 7 Hydro 93 89 96 79 4 4 (1) Plant availability represents the percentage of the year plants were available for operations, which is impacted by planned maintenance and forced, or unplanned, outages.
Plant availability (1) Actual energy provided compared to projected levels (2) Actual energy provided as a percentage of total retail load 2025 2024 2025 2024 2025 2024 Thermal: Natural gas 87 % 82 % 102 % 98 % 37 % 36 % Coal (3) 79 78 97 93 6 6 Wind (4) 89 92 96 101 9 10 Hydro 85 93 99 96 4 4 (1) Plant availability represents the percentage of the year plants were available for operations, which is impacted by planned maintenance and forced, or unplanned, outages.
The baseline emission level is calculated for each provider by using average annual emissions associated with power generated and purchased for retail load for the years 2010 through 2012, which provide a representative sample of various hydroelectric production years. HB 2021 requires utilities to develop a CEP for meeting the reduction targets, concurrent with each IRP.
The baseline emission level is calculated for each provider by using average annual emissions associated with power generated and purchased for retail load for the years 2010 through 2012. HB 2021 requires utilities to develop a CEP for meeting the reduction targets, concurrent with each IRP.
See “Investing in a Clean Energy Future” in this Overview for information regarding development in eastern Montana. 48 Table of Contents Other provisions of SB 1547: • establish RPS thresholds of 27% by 2025, 35% by 2030, 45% by 2035, and 50% by 2040, for the percentage of electricity that must come from renewable sources; • limit the life of RECs generated from facilities that become operational after 2022 to five years, but continue unlimited lifespan for all existing RECs and allow for the generation of additional unlimited RECs for a period of five years for projects online before December 31, 2022; and • provide opportunity to pursue recovery of energy storage costs related to renewable energy in the Company’s RAC filings.
Other provisions of SB 1547: • establish RPS thresholds of 27% by 2025, 35% by 2030, 45% by 2035, and 50% by 2040, for the percentage of electricity that must come from renewable sources; • limit the life of RECs generated from facilities that become operational after 2022 to five years, but continue unlimited lifespan for all existing RECs and allow for the generation of additional unlimited RECs for a period of five years for projects online before December 31, 2022; and • provide opportunity to pursue recovery of energy storage costs related to renewable energy in the Company’s RAC filings.
To achieve this goal the Company must execute effectively within its regulatory framework and maintain prudent management of key financial, regulatory, and environmental matters that may affect customer prices and investor returns.
To achieve this goal the Company must execute effectively within its regulatory framework and maintain prudent management of key financial, regulatory, and environmental matters that may affect customer prices and investor returns. The following discussion provides detail on such matters.
(4) Plant availability includes Wheatridge Renewable Energy Facility and Clearwater, which PGE does not operate. Energy received from PGE-owned and jointly-owned thermal plants in 2024 compared to 2023 decreased by 3%. This decrease is primarily driven by economic dispatch decisions.
(4) Plant availability includes Wheatridge Renewable Energy Facility and Clearwater, which PGE does not operate. Energy received from PGE-owned and jointly-owned thermal plants in 2025 compared to 2024 increased by 4%. This increase is primarily driven by economic dispatch decisions.
The parties have entered negotiations with the U.S. DOE to finalize the project objectives, terms, and conditions, including the Company’s participation, which is expected to involve a 20% ownership share of the approximately $3.2 billion total investment of the project. On August 6, 2024, the project was awarded a $700 million grant from the U.S.
DOE) to finalize the project objectives, terms, and conditions, including the Company’s participation, which is expected to involve a 20% ownership share of the approximately $3.2 billion total investment of the project. In August 2024, the project was awarded a $700 million grant from the U.S.
The OPUC maintains responsibility to review utility requests to amortize deferred amounts in customer prices, including a review of utility prudence in a future proceeding, among other requirements.
The OPUC maintains responsibility to review utility requests to amortize deferred amounts in customer prices, including, among other requirements, a review of utility prudence and application of an earnings test, in a future proceeding.
The increase attributable to changes in Purchased power and fuel expense was the result of a 13% increase in the average variable power cost per MWh and a 12% increase in total system load.
The increase attributable to changes in Purchased power and fuel expense was the result of a 7% decrease in the average variable power cost per MWh and a 2% increase in total system load.
Cash deposits provided as collateral are classified as Margin deposits in PGE’s consolidated balance sheets, while any letters of credit issued are not reflected in the Company’s consolidated balance sheets. As of December 31, 2024, PGE had posted $143 million of collateral with these counterparties, consisting of $125 million in cash and $18 million in bank letters of credit.
Cash deposits provided as collateral are classified as Margin deposits in PGE’s consolidated balance sheets, while any letters of credit issued are not reflected in the Company’s consolidated balance sheets. As of December 31, 2025, PGE had posted $239 million of collateral with these counterparties, consisting of $116 million in cash and $123 million in bank letters of credit.
Words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will likely result,” “will continue,” “should,” “based on,” “conditioned upon,” “considers,” “could,” “expected,” “forecast,” “goals,” “needs,” “promises,” “subject to,” “targets,” or similar expressions are intended to identify such forward-looking statements.
Words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “predicts,” “projects,” “will,” “continue,” “should,” “based on,” “considers,” “could,” “expected,” “forecast,” “goals,” “needs,” “promises,” “subject to,” “strategic imperatives,” “targets,” or similar expressions are intended to identify such forward-looking statements.
This was partially offset by an increase in wholesale revenues driven by a 40% increase in the volume of wholesale energy deliveries and a 5% lower average price per MWh sold.
This was partially offset by an decrease in wholesale revenues driven by a 22% decrease in the volume of wholesale energy deliveries and a 3% lower average price per MWh sold.
The Company plans for $1.3 billion of capital expenditures in 2025 related to upgrades to and replacement of generation, transmission, and distribution infrastructure as well as costs related to BESS projects.
The Company plans for $1.7 billion of capital expenditures in 2026 related to upgrades to and replacement of generation, transmission, and distribution infrastructure as well as costs related to hybrid projects.
Power operations —PGE utilizes a combination of its own generating and energy storage resources and wholesale market transactions to meet the energy needs of, and obtain reasonably-priced power for, its retail customers, manage risk, and administer its long-term wholesale contracts.
This regulatory proceeding is expected to conclude in early 2026. Power operations —PGE utilizes a combination of its own generating and energy storage resources and wholesale market transactions to meet the energy needs of, and obtain reasonably-priced power for, its retail customers, manage risk, and administer its long-term wholesale contracts.
After a robust and competitive bidding process performed in accordance with Oregon's competitive bidding rules, and with the active participation of, and oversight by, an OPUC-selected third-party independent evaluator, on September 17, 2024, PGE submitted a request for acknowledgement of the final shortlist of bidders to the OPUC.
After a robust and competitive bidding process performed in accordance with Oregon's competitive bidding rules, and with the active participation of, and oversight by, an OPUC-selected third-party independent evaluator, PGE 48 Table of Contents plans to submit a request for acknowledgement of the final shortlist of bidders to the OPUC.
Cash provided by operations includes the recovery in customer prices of non-cash charges for depreciation and amortization. The Company estimates that such charges in 2025 will range from $550 million to $575 million. Combined with all other sources, cash provided by operations in 2025 is estimated to range from $900 million to $1 billion.
Cash provided by operations includes the recovery in customer prices of non-cash charges for depreciation and amortization. The Company estimates that total depreciation and amortization in 2026 will range from $560 million to $580 million. Combined with all other sources, cash provided by operations in 2026 is estimated to range from $1 billion to $1.2 billion.
The amount of additional collateral that could be requested upon a dual agency downgrade to below investment grade as of 66 Table of Contents December 31, 2024 is $187 million and decreases to $185 million by December 31, 2025 and $102 million by December 31, 2026.
The amount of additional collateral that could be requested upon a dual agency downgrade to below investment grade as of December 31, 2025 is $168 million and decreases to $150 million by December 31, 2026 and $66 million by December 31, 2027.
Although PGE continues to apply for additional grants, the Company cannot predict the ultimate timing and success of securing funding from federal programs. 47 Table of Contents Inflation Reduction Act of 2022 —The Inflation Reduction Act of 2022 (IRA) was signed into law in August 2022 with a majority of the provisions effective for tax years beginning after December 31, 2022.
The Company cannot predict the ultimate timing and success of securing funding from federal programs or predict the outcome of existing grants. Inflation Reduction Act of 2022 (IRA) —The IRA was signed into law in August 2022 with a majority of the provisions effective for tax years beginning after December 31, 2022.
Based on the Company’s energy portfolio, estimates of energy market prices, and the level of collateral outstanding as of December 31, 2024, the amount of additional collateral that could be requested upon a single agency downgrade to below investment grade is $92 million and increases to $94 million by December 31, 2025 and decreases to $44 million by December 31, 2026.
Based on the Company’s energy portfolio, 71 Table of Contents estimates of energy market prices, and the level of collateral outstanding as of December 31, 2025, the amount of additional collateral that could be requested upon a single agency downgrade to below investment grade is $70 million and decreases to $54 million by December 31, 2026 and $3 million by December 31, 2027.
Discontinued application of regulatory accounting would have a material impact on the Company’s results of operations and financial position. 69 Table of Contents For additional information on PGE’s regulatory assets and liabilities, see “ Regulatory Matters ” in the Overview section in this Item 7., and Note 7, Regulatory Assets and Liabilities in Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data.” Asset Retirement Obligations PGE recognizes AROs for legal obligations related to dismantlement and restoration costs associated with the future retirement of tangible long-lived assets.
For additional information on PGE’s regulatory assets and liabilities, see “ Regulatory Matters ” in the Overview section in this Item 7., and Note 7, Regulatory Assets and Liabilities in Notes to Consolidated Financial Statements in Item 8.—“Financial Statements and Supplementary Data.” Asset Retirement Obligations PGE recognizes AROs for legal obligations related to dismantlement and restoration costs associated with the future retirement of tangible long-lived assets.
Historically, PGE had experienced its highest average megawatt deliveries and retail energy sales during the winter heating season and recorded its current winter peak load in December 2022.
Historically, PGE had experienced its highest average megawatt deliveries and retail energy sales during the winter heating season and recorded its current winter peak load in December 2022. Summer peak deliveries in each year since 2021 have exceeded that winter peak.
The EDAM is expected to build upon existing technology and systems the Company has deployed and leverage PGE’s transmission system to connect regional resources, such as hydropower and wind facilities in the Pacific Northwest and solar facilities in California and the desert southwest, across a common market.
The EDAM is expected to leverage PGE's existing technology and systems and utilize the Company’s transmission system to connect regional resources, such as hydropower and wind facilities in the Pacific Northwest and solar facilities in California and the desert Southwest, across a unified market platform.
PGE’s anticipated employer contributions for its defined benefit pension plan and other postretirement plans is $24 million in 2025, $25 million in 2026, $22 million in 2027, $19 million in 2028, and $18 million in 2029. Contributions are expected to be covered by cash provided by operations.
PGE’s anticipated employer contributions for its defined benefit pension plan and other postretirement plans is $26 million in 2026, $23 million in 2027, $20 million in 2028, $18 million in 2029, and $17 million in 2030. Contributions are expected to be covered by cash provided by operations.
The following items contributed to the increase in actual NVPC for the year ended December 31, 2024 compared to the year ended December 31, 2023 (in millions): Year ended December 31, 2023 $ 773 Purchased power and fuel expense 314 Wholesale revenues (140) 2024 RCE deferral (87) Year ended December 31, 2024 860 Change in NVPC $ 87 For further information regarding NVPC in relation to the PCAM, see “Power operations” in the Overview section of this Item 7.
The following items contributed to the increase in actual NVPC for the year ended December 31, 2025 compared to the year ended December 31, 2024 (in millions): Year ended December 31, 2024 $ 860 Purchased power and fuel expense (82 ) Wholesale revenues 140 2021 PCAM deferral amortization (15 ) RCE deferral activity, net 90 Year ended December 31, 2025 993 Change in NVPC $ 133 For further information regarding NVPC in relation to the PCAM, see “Power operations” in the Overview section of this Item 7.
Generation, transmission and distribution expense increased $62 million or 17% for the year ended December 31, 2024 compared to the year ended December 31, 2023, with the change attributed largely to the following items (in millions): Year ended December 31, 2023 $ 374 Vegetation management, inspection, wildfire mitigation, and distribution maintenance expenses 33 Generation facility maintenance expenses driven by major maintenance activities and increased run hours 31 Service restoration and storm response costs (5) Miscellaneous expenses 3 Year ended December 31, 2024 436 Change in Generation, transmission and distribution $ 62 In the table above, $24 million related to vegetation management, $5 million related to wildfire mitigation, and $4 million related to major maintenance have been offset through customer prices or specific regulatory mechanisms.
Generation, transmission and distribution expense increased $14 million or 3% for the year ended December 31, 2025 compared to the year ended December 31, 2024, with the change attributed largely to the following items (in millions): Year ended December 31, 2024 $ 436 Vegetation management, inspection, wildfire mitigation, and distribution maintenance expenses 5 Generation facility maintenance expenses driven by major maintenance activities and decreased run hours (15 ) Service restoration and storm response costs 9 Business transformation and optimization expenses 5 Energy storage 4 Miscellaneous expenses 6 Year ended December 31, 2025 450 Change in Generation, transmission and distribution $ 14 In the table above, $(2) million related to vegetation management, $13 million related to wildfire mitigation, $9 million related to storm response costs and $5 million related to major maintenance have been offset through customer prices or specific regulatory mechanisms.
PGE filed its first combined IRP and CEP with the OPUC in March 2023. That filing projected PGE’s resource and capacity needs over the next 20 years and proposed an Action Plan to meet near-term needs, subject to the new HB 2021 emissions reduction requirements.
The CEP is based on, and was submitted to the OPUC in connection with, the Company’s 2023 Integrated Resource Plan (IRP) in March 2023, the first combined IRP and CEP. That filing projected PGE’s resource and capacity needs over the next 20 years and proposed an Action Plan to meet near-term needs, subject to HB 2021 emissions reduction requirements.
During 2024, cash provided by financing activities was primarily the result of the funding of $450 million in FMBs, $346 million in proceeds from the issuance of common stock pursuant to at-the-market offering programs, and $220 million in proceeds from the term loan.
During 2025, cash provided by financing activities was primarily the result of the funding of $310 million in FMBs and $250 million in proceeds from the issuance of common stock pursuant to at-the-market offering programs.
A loss contingency will also be disclosed when it is reasonably possible that a liability has been incurred if the estimate or range of potential loss is material. Established accruals reflect management’s assessment of inherent risks, credit worthiness, and complexities involved in the process. There can be no assurance as to the ultimate outcome of any particular contingency.
A loss contingency will also be disclosed when it is reasonably possible that a liability has been incurred if the estimate 75 Table of Contents or range of potential loss is material. Established accruals reflect management’s assessment of inherent risks, credit worthiness, and complexities involved in the process.
Income tax expense decreased $8 million, or 18%, in 2024 compared to 2023 primarily driven by increased PTC benefits partially offset by higher pre-tax income as compared to the prior year. 2023 Compared to 2022 For a comparison of the Company’s results of operations for the fiscal year ended December 31, 2023 to the year ended December 31, 2022, see Item 7. —” Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 20, 2024.
Income tax expense increased $16 million, or 43%, in 2025 compared to 2024 primarily driven by decreased PTC benefits resulting from expiration of the 10-year PTC generation window at Tucannon near the end of 2024 and higher pre-tax income as compared to the prior year. 2024 Compared to 2023 For a comparison of the Company’s results of operations for the fiscal year ended December 31, 2024 to the year ended December 31, 2023, see Item 7.—” Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025.
Correspondingly, cooling degree-days, a similar indication of the extent to which customers were likely to have used electricity for cooling, exceeded the 15-year average by 20%, although were 16% below the 2023 total, which was 43% above average, illustrating that the two most recent summer seasons have been exceedingly warm compared to historical averages.
Correspondingly, cooling degree-days, a similar indication of the extent to which customers were likely to have used electricity for cooling, exceeded the 15-year average by 9%, although were 8% below the 2024 total, which was 18% above average, illustrating that the two most recent summer seasons have continued to see warm temperatures when compared to historical averages.
In addition, PGE continues to develop products and service offerings for the benefit of retail and wholesale customers. 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. Company Strategy The Company exists to power the advancement of society.
In addition, PGE continues to develop products and service offerings for the benefit of retail and wholesale customers. 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. Company Strategy PGE's corporate strategy places customers at the center of everything the Company does.
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 an 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.
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 an estimate, or low end of the range.
The $61 million decrease in net cash used in investing activities in 2024 compared with 2023 is primarily due to Clearwater, which was placed in service in January 2024, offset by capital expenditures related to BESS projects and other new construction and improvements to PGE’s distribution, transmission, and generation facilities.
The $101 million decrease in net cash used in investing activities in 2025 compared with 2024 is primarily due to capital expenditures related to BESS projects and other new construction and improvements to PGE’s distribution, transmission, and generation facilities.
Normally, the first and fourth quarters have the highest demand for heating. Residential energy deliveries, which are most sensitive to fluctuations in temperatures, were 2.8% lower in 2024 than 2023, due to a 4.4% decrease in average usage per customer, which resulted largely from mild temperatures, and was partially offset by a 1.7% increase in the average number of customers.
Residential energy deliveries, which are most sensitive to fluctuations in temperatures, were 1.8% lower in 2025 than 2024, due to a 3% decrease in average usage per customer, which resulted largely from mild temperatures, and was partially offset by a 1.3% increase in the average number of customers.
During 2024, PGE funded its capital expenditures through a combination of cash from operations in the amount of $778 million, proceeds from the issuance of FMBs in the total amount of $450 million, net proceeds from the issuance of shares pursuant to the at-the-market offering program of $346 million, and $170 million in net proceeds from a term loan.
During 2025, PGE funded its capital expenditures through a combination of cash from operations in the amount of $1.1 billion, proceeds from the issuance of FMBs in the total amount of $310 million, and net proceeds from the issuance of shares pursuant to the at-the-market offering program of $250 million.
Capital expenditures in 2025 are expected to be approximately $1.3 billion.
Capital expenditures in 2026 are expected to be approximately $1.7 billion.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024, the total fair value and carrying amounts, excluding unamortized debt expense, by maturity date of PGE’s long-term debt are as follows (in millions): Total Fair Value Carrying Amounts by Maturity Date Total 2025 2026 2027 2028 2029 There- after First Mortgage Bonds $ 3,690 $ 4,250 $ — $ — $ 160 $ 100 $ 200 $ 3,790 Unsecured Term Bank Loan $ 170 $ 170 $ 170 $ — $ — $ — $ — $ — Pollution Control Revenue Bonds 103 119 — — — — — 119 Total $ 3,963 $ 4,539 $ 170 $ — $ 160 $ 100 $ 200 $ 3,909 As of December 31, 2024, PGE had no long-term debt instruments subject to interest rate risk exposure, with the exception of the Unsecured Term Bank Loan which bears interest for the relevant interest period at the Term Secured Overnight Financing Rate (SOFR) plus Term SOFR Adjustment Rate of 10 basis points and Applicable Margin of 80 basis points.
Biggest changeAs of December 31, 2025, the total fair value and carrying amounts, excluding unamortized debt expense, by maturity date of PGE’s long-term debt are as follows (in millions): Total Carrying Amounts by Maturity Date Fair Value Total 2026 2027 2028 2029 2030 There- after First Mortgage Bonds $ 4,205 $ 4,560 $ — $ 160 $ 100 $ 200 $ 325 $ 3,775 Pollution Control Revenue Bonds 106 119 — — — — — 119 Total $ 4,311 $ 4,679 $ — $ 160 $ 100 $ 200 $ 325 $ 3,894 As of December 31, 2025, PGE had no long-term debt instruments subject to interest rate risk exposure.
As of December 31, 2024, PGE had no borrowings outstanding under its revolving credit facility and no commercial paper outstanding. PGE currently has no financial instruments to mitigate risk related to changes in short-term interest rates, including those on commercial paper; however, it may consider such instruments in the future as deemed necessary.
As of December 31, 2025, PGE had no borrowings outstanding under its revolving credit facility and no commercial paper outstanding. PGE currently has no financial instruments to mitigate risk related to changes in short-term interest rates, including those on commercial paper; however, it may consider such instruments in the future as deemed necessary.
Based upon periodic review and evaluation, allowances are recorded as needed to reflect credit risk related to wholesale accounts receivable. 72 Table of Contents The large number and diversified base of residential, commercial, and industrial customers, combined with the Company’s ability to discontinue service, within certain limits, contribute to reduce credit risk with respect to trade accounts receivable from retail sales.
Based upon periodic review and evaluation, allowances are recorded as needed to reflect credit risk related to wholesale accounts receivable. The large number and diversified base of residential, commercial, and industrial customers, combined with the Company’s ability to discontinue service, within certain limits, contribute to reduce credit risk with respect to trade accounts receivable from retail sales.
As of December 31, 2024, a 10% change in the value of the Canadian dollar would result in an immaterial change in exposure for transactions that will settle over the next twelve months.
As of December 31, 2025, a 10% change in the value of the Canadian dollar would result in an immaterial change in exposure for transactions that will settle over the next twelve months.
PGE remains subject to cash flow risk in the form of collateral requirements 71 Table of Contents based on the value of open positions and regulatory risk if recovery is disallowed by the OPUC. PGE attempts to mitigate both types of risk through prudent energy procurement practices.
PGE remains subject to cash flow risk in the form of collateral requirements based on the value of open positions and regulatory risk if recovery is disallowed by the OPUC. PGE attempts to mitigate both types of risk through prudent energy procurement practices.
PGE 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. Despite such mitigation efforts, defaults by counterparties may periodically occur.
PGE 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. Despite such mitigation efforts, defaults by 77 Table of Contents counterparties may periodically occur.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. PGE is exposed to various forms of market risk, consisting primarily of fluctuations in commodity prices, foreign currency exchange rates, and interest rates, as well as credit risk.
ITEM 7A. QUANTITA TIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. PGE is exposed to various forms of market risk, consisting primarily of fluctuations in commodity prices, foreign currency exchange rates, and interest rates, as well as credit risk.
Energy commodity fair values exposed to commodity price risk are primarily related to purchase contracts, which are slightly offset by sales. PGE’s energy portfolio activities are subject to regulation, with related costs included in retail prices approved by the OPUC.
Energy commodity fair values exposed to commodity price risk are primarily related to purchase contracts, which are slightly offset by sales. 76 Table of Contents PGE’s energy portfolio activities are subject to regulation, with related costs included in retail prices approved by the OPUC.
Estimates are used to provide an allowance for uncollectible accounts receivable related to retail sales to address such risk. As of December 31, 2024, PGE’s credit risk exposure was $16 million for commodity activities, of which $14 million is with externally-rated investment grade counterparties. The underlying transactions that make up the exposure will mature in 2025.
Estimates are used to provide an allowance for uncollectible accounts receivable related to retail sales to address such risk. As of December 31, 2025, PGE’s credit risk exposure was $19 million for commodity activities, of which $13 million is with externally-rated investment grade counterparties. The underlying transactions that make up the exposure will mature in 2026.
Assuming no changes in market prices and interest rates, the following table presents the years in which the net unrealized losses recorded as of December 31, 2024 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 $ 13 $ 5 $ 3 $ 2 $ 2 $ 12 $ 37 Natural gas 101 43 4 — — — 148 Net unrealized loss $ 114 $ 48 $ 7 $ 2 $ 2 $ 12 $ 185 PGE reports energy commodity derivative fair values as a net asset or liability, which combines purchases and sales expected to settle in the years noted above.
Assuming no changes in market prices and interest rates, the following table presents the years in which the net unrealized losses recorded as of December 31, 2025 related to PGE’s derivative activities would become realized as a result of the settlement of the underlying derivative instrument (in millions): 2026 2027 2028 2029 2030 Thereafter Total Commodity contracts: Electricity $ (9 ) $ 2 $ 4 $ 3 $ 3 $ 17 $ 20 Natural gas 136 20 3 2 — — 161 Net unrealized loss $ 127 $ 22 $ 7 $ 5 $ 3 $ 17 $ 181 PGE reports energy commodity derivative fair values as a net asset or liability, which combines purchases and sales expected to settle in the years noted above.

Other POR 10-K year-over-year comparisons