Application or Declaration — Form U-1
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1: U-1 Application or Declaration -- formu1 48 232K
2: EX-99.1 Exhibit B-1 3 15K
3: EX-99.2 Exhibit G - Form of Notice 8 37K
4: EX-99.3 Exhibit H - List of Subsidiaries, Affiliates 65 497K
5: EX-99.4 Exhibit J-3 3 9K
6: EX-99.5 Exhibit J-4 17 29K
7: EX-99.6 Exhibit K 25 88K
EX-99.6 — Exhibit K
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ORDER NO. 97-196
ENTERED JUN 04 1997
This is an electronic copy. Attachments may not appear.
BEFORE THE PUBLIC UTILITY COMMISSION
OF OREGON
UM 814
In the Matter of the Application of ENRON )
CORP for an Order Authorizing the Exercise ) ORDER
of Influence Over Portland General Electric )
Company. )
DISPOSITION: APPLICATION GRANTED
INTRODUCTION AND BACKGROUND
On August 30, 1996, Enron Corp. (Enron) filed an application (the
Application), under ORS 757.511, for authority to acquire the power to exercise
influence over Portland General Electric Company (PGE), an Oregon public
utility. PGE is a wholly owned subsidiary of Portland General Corporation (PGC).
Enron and PGC plan to merge and Enron will be the surviving corporation. After
the merger, Enron will own all of the issued and outstanding common stock of
PGE. Enron will also become an affiliated interest of PGE, as defined in ORS
757.015.
According to the Application, Enron is an integrated natural gas and
electricity company headquartered in Houston, Texas, with over $13 billion in
assets, over $13 billion in annual revenue in 1996, and net income of $584
million in 1996. Enron's regulated and nonregulated subsidiaries are involved in
many aspects of the production, transport, and sale of both electric and natural
gas energy. If the merger is approved, PGC would comprise approximately 20
percent of Enron's assets and annual income.
The Oregon Public Utility Commission (the Commission) opened this
docket to determine whether, as required by ORS 757.511, approval of the
Application will serve PGE's customers in the public interest. Although the
statute allows the Commission only 19 business days within which to make this
determination, Enron extended the deadline on several occasions, with the last
extension terminating June 4, 1997. The statute requires the Commission to
"examine and investigate" applications received but does not provide for
hearings or any other specific process. The Commission docketed this matter as
UM 814.
More than 30 parties intervened in this docket. They include
representatives of PGE's residential and industrial customers, other electric
and gas utilities in Oregon and the West, energy marketers, the Bonneville Power
Administration (BPA), and representatives of various public interest groups. The
views expressed by the various parties, and the information elicited in the
course of the Commission's investigation, have been useful to the Commission.
ORDER NO. 97-196
The Commission is not resolving a contested case dispute between parties, but it
is exercising the task delegated to it by the Legislature of ensuring that the
merger is in the public interest.
At a preheating conference held September 16, 1996, Administrative Law
Judge Lowell Bergen adopted a procedure recommended by the parties involving
discovery, opening and reply comments from parties, a preliminary report by the
Staff of the Commission (Staff), settlement discussions, a final Staff report
and proposed order, and final comments from the parties. In addition, the
Commission held public meetings on October 2, 1996, and February 14, 1997. There
was a final public meeting on May 6, 1997.
The investigatory process has been extensive. Parties and Staff made
hundreds of data requests of Enron, PGE, and PGC, and held depositions of key
Enron and PGC/PGE personnel. Enron also submitted data requests to Staff and
other parties. The parties filed detailed comments, reply comments and final
comments. Staff's preliminary report, issued on January 16, 1997, recommended
merger approval, provided Enron and PGE agreed to accept 23 conditions. Several
of the proposed conditions concerned the level of compensation and benefits for
customers that should result from the merger. The parties held settlement
discussions through March 12, 1997. These discussions resolved many issues in
principle, but the parties did not agree on the main issue of an appropriate
level of compensation and benefits for customers.
On April 11, 1997, Staff issued a final report, which recommended that
the Commission deny Enron's application because Enron did not meet its burden of
showing that the Enron/PGC merger would serve PGE's customers in the public
interest. The final report concluded that Enron had not agreed to an appropriate
level of compensation and benefits for PGE's customers.
After Staff's final report, Enron and PGC submitted a revised proposal
to resolve all remaining issues with Staff, including the issue of appropriate
compensation and benefits. Settlement discussions on this revised proposal
occurred on April 24 and 29, 1997. At the conclusion of settlement discussions,
Staff, Enron, PGC and certain other parties agreed to and executed a Stipulation
(the Stipulation) resolving all issues raised by Staff and the signatory
parties. The Stipulation is supported by the Explanatory Brief of Enron, Staff,
and PGC, and by the testimony of Phil Nyegaard of Staff, Kelley Marold of PGE,
and Geoff Roberts of Enron.
The Stipulation provides for $141 million in guaranteed monetary
compensation and benefits for PGE's retail customers. Staff has determined that
this amount of compensation and benefits meets the standard set forth in ORS
757.511. As a result of the Stipulation, Staff and the other signatories
recommend that the Commission approve Enron's application and find that Enron's
acquisition of the power to exercise influence over PGE will serve PGE's
customers in the public interest.
PROCEDURAL MATTERS
The official record of this proceeding consists of the following
documents: Application filed by Enron on August 30, 1996, and all exhibits and
attachments to the Application; the First Amendment to Amended and Restated
Agreement and Plan of Merger filed by Enron on May 2, 1997; all documents filed
by the parties in this proceeding with the Administrative Law Judge; all
transcripts of public meetings; all comments, reply comments and final comments
of the parties; all data requests and responses to data requests; transcripts of
all depositions of representatives of Enron, PGC and PGE; the Memorandum of
Understanding among Enron, PGC, and certain public interest parties referred to
ORDER NO. 97-196
in condition 18 of the Stipulation; the Preliminary Staff Report; the Final
Staff Report; the Stipulation dated April 29, 1997, the testimony supporting the
Stipulation, and the Joint Comments and Explanatory Brief of the Staff, Enron
and PGC supporting the Stipulation; and the stipulation dated May 23, 1997,
between Enron, PGE, PGC, and Northwest Natural Gas Company (NNG). The Commission
takes official notice of the February 26, 1997, Order of the Federal Energy
Regulatory Commission (FERC) in FERC Docket Nos. EC96-36-000, ER96-3065-000, and
ER 97-708-000 approving the merger, and the Order of the Nuclear Regulatory
Commission (NRC) dated March 6, 1997, in NRC Docket No. 50-344, also approving
the merger. The April 29 Stipulation is attached to this order as Appendix A.
The May 23 stipulation is attached to this order as Appendix B.
At the public meeting on May 6, 1997, Jody Robindottir filed a
petition on behalf of herself and others calling for further hearings and public
testimony. This proceeding commenced with the filing of the Application on
August 30, 1996, and continued on September 16, 1996, with a conference of all
the parties to set a procedural schedule. There were public meetings with the
Commissioners on October 2, 1996, February 14, 1997, and May 6, 1997. Ms.
Robindottir spoke at the February 14, 1997, and May 6, 1997, public meetings. No
further public meetings or hearings are necessary.
Lloyd K. Marbet, the Don't Waste Oregon Council, and the Utility
Reform Project (collectively URP) filed comments on May 2, 1997, which imply
that further proceedings in the nature of a contested case hearing are
necessary. Assuming the comments constitute a request for further proceedings,
it is not timely. On March 19, 1997, the Administrative Law Judge sent a
Memorandum to all of the parties noting that Enron and PGC had requested a
schedule for the remainder of the proceeding that included a pre-hearing
conference to discuss a possible contested case hearing. The Memorandum stated
that at the procedural conference on September 16, 1996, it was agreed that the
best way to proceed was to handle this matter as an investigation with comments,
reply comments, public meetings with the Commissioners, Staff reports, and a
proposed order. The Memorandum also stated that an evidentiary hearing would
fundamentally change the nature of this proceeding and significantly affect the
schedule. The Memorandum gave the parties until March 27 to comment on these
scheduling matters.
URP did not comment on the Memorandum or the necessity for an
evidentiary or contested case hearing. No comments were filed which supported an
evidentiary hearing, and several comments were filed in opposition to an
evidentiary or contested case hearing. On March 31, 1997, the Administrative Law
Judge adopted a procedural schedule for the remainder of the proceeding which
did not include a pre-hearing conference to prepare for an evidentiary or
contested case hearing. The ruling stated: "No party is claiming that the record
is insufficient for the Commissioners to determine whether Enron's application
to acquire influence over PGE is in the public interest." The ruling also
stated: "The decision whether to fundamentally change the proceeding should be
made prior to the filing of Staff's final report and proposed order. No party is
requesting that the proceeding be changed prior to that time." No request for a
contested case or evidentiary hearing was made within the time required by the
Administrative Law Judge, and the Commission will not entertain that request
now. If the comments of URP are a request for a hearing on the Stipulation under
OAR 860-014-0085(5), we deny the request for the reasons discussed below.
The Commission concludes that no purpose will be served by further
proceedings or a contested case hearing. ORS 757.511 directs the Commission to
investigate the Application and gives the Commission 19 business days to act on
the Application. The Commission is not directed by the legislature to hold a
contested case hearing but rather to investigate. Indeed, it would be impossible
to hold a contested case hearing in a case this complex in only 19 business
days.
ORDER NO. 97-196
The Commission has investigated the Application and concludes that
there are no factual disputes which the Commission needs to resolve through a
contested case hearing before the Commission is able to determine whether
approval of the Application will serve PGE's customers in the public interest.
OPINION
Standard for Approval - Benefits vs. No Harm
ORS 757.511 requires that, if the Commission is to approve a merger
such as the PGC/Enron combination, the Commission must find the change in
control would "serve the public utility's customers in the public interest."
Enron's Initial Comments set forth an argument that this standard means that
PGE's customers will be no worse off with the merger than they would be with the
merger -- a "no harm" standard. Staff and several intervenors have argued this
statute requires that PGE's customers be better off with the merger than they
would be without the merger -- a "benefits" standard. Staff defines
"compensation" as the money owed to customers to offset potential harm as a
result of the merger, and "benefit" as a merger outcome which makes customers
better off than they would be without the merger.
Staff's preliminary report estimated that, to meet its definition of
an adequate benefit from the proposed merger, the compensation and benefits of
the proposed merger should total approximately $168.5 million, or about $47.4
million each year for four years./1 The worksheets included in Staff's
preliminary report relied upon PGE marketing information, as well as Staff's
assumptions about PGE's and Enron's future market share, product margins, and
the timing of open access in the Western Systems Coordinating Council (WSCC).
Staff proposed that the Commission retain the right to "revisit" these margin
calculations in a future rate proceeding. The annual Staff compensation and
benefit amount of $47.4 million consisted of three components: 1) fuel and
administrative cost savings of $11.2 million each year for four years; 2) future
margins from PGE's wholesale trading floor of $11.7 million each year for four
years and, 3) a 50 percent share of future margins from PGE/Enron non-franchise
retail sales in the WSCC region of $24.5 million each year for four years.
The first component anticipated a clear benefit from the merger -- a
reduction of PGE costs resulting from Enron's oversight and the efficiencies
resulting from combining similar corporate functions.
Future trading floor margins, the second component, was compensation
to PGE customers to offset a potential harm, namely the loss of these margins
after the merger. Enron and PGC clarified in a letter to all parties in January
that PGE intended to terminate certain term wholesale and retail trading
activities after the merger. Because PGE customers had partially supported
utility operations, including the trading floor, to acquire necessary resources
to meet retail load, Staff argued that PGE customers were entitled to
compensation for the margins this business unit would have generated and which
would have been used to reduce PGE customer rates.
The third component consisted of both compensation and benefits --
compensation to PGE customers for the margins PGE would have made in the WSCC
without the merger, and benefits of retail non-fanchise margins resulting from
Enron's use of PGE's name, customer relationships, and reputation as a skilled
distributor of electric power.
--------
1 The $168.5 million is the net present value of $47.4 per year for four years.
ORDER NO. 97-196
Enron and PGC challenged both Staff's calculations and premises of
customer compensation and benefits. However, on February 27, 1997, Enron and PGC
presented an alternative calculation of the three components. Based on this
analysis, the Staff and Enron/PGC were able to agree on the first component -
cost-of-service savings -- setting a guaranteed level of $9 million per year
starting on the anniversary date of the merger and continuing for four years.
These cost-of-service savings would not occur without the merger, and Enron and
PGE have guaranteed them for four years regardless of PGE's rate case schedule
or electric industry restructuring in Oregon.
On the remaining two components, however, Staff and Enron/PGC differed
significantly. Their significant differences of opinion included the time period
over which compensation and benefits for the last two components should occur,
and estimates of appropriate margins and market share of the wholesale and
retail businesses. These differences of opinion produced estimated compensation
and benefits ranging between $5 million and $182.9 million.
The Stipulation resolves this issue among the signatories with Enron's
agreement to guarantee monetary compensation and benefits of $141 million,
including the $36 million in cost-of-service savings which would otherwise not
be available to PGE customers, and $105 million in compensation and additional
benefits. Based on the record, we find that this level of compensation and
benefit satisfies the higher "benefit" standard. Therefore it necessarily
satisfies the lower "no harm" standard. Accordingly, having decided that the
compensation and benefits to PGE's customers are sufficient to satisfy either
standard of proof, we do not need to resolve the issue of the appropriate
standard.
Stipulations and Conditions
Staff and other parties raised issues other than compensation and
benefits during the proceeding, including:
1) Potential for PGE's customers to experience higher rates;
2) Potential for PGE's customers to experience declining service and
reliability;
3) Potential for harm to emerging competitive markets and for
cross-subsidization;
4) Potential for marketing abuses by affiliates;
5) Protection of public purposes;
6) Enforcement of conditions and commitments;
7) PGE's willingness to engage in restructuring and allow its customers
direct access.
Many of the parties were able to resolve these issues through conditions and
commitments contained in the Stipulation. These conditions and commitments
provide important measures and requirements, beyond those provided by the
Commission's statutory authority and existing rules, to protect PGE's customers,
competitors, and the public generally.
The first three conditions of the Stipulation supplement the
Commission's statutes and rules with respect to access to information and review
of inter-corporate transactions that result in direct charges or cost
allocations.
The fourth condition of the Stipulation directly prohibits PGE from
bearing any of the merger acquisition premium, transaction costs, or merger
transition costs.
ORDER NO. 97-196
The Stipulation's fifth through ninth conditions all serve to enhance
the means by which the Commission can ensure that Enron does not weaken PGE's
financial condition. PGE must maintain its own long-term debt ratings and
preferred stock ratings for as long as it has preferred stock outstanding. PGE
must maintain the common equity portion of its capital structure at 48 percent
or higher unless the Commission approves a different level, and must notify the
Commission of certain dividends and distributions to Enron. Enron must provide
the Commission access to information provided to the financial community,
including stock and bond analysts. Enron and PGE agree that PGE's cost of
capital will not rise as a result of the merger.
The tenth condition of the Stipulation is common to merger orders. It
is a guarantee that PGE's customers will be held harmless if the PGC and Enron
merger results in a higher revenue requirement for PGE than if the merger had
not occurred.
To ensure a continued PGE commitment to safety and reliability, the
Stipulation's condition 11 is a service quality program, under which PGE will be
subject to revenue requirement reductions if it does not meet certain
performance targets established annually. This condition formalizes an informal
process PGE has followed with Staff for several years. The Commission believes
this condition protects against potential harm from reduced service quality.
Conditions 12, 13, and 14 of the Stipulation provide additional
protection against cross-subsidization between PGE and its affiliates. These
conditions require more frequent and expanded reporting of affiliated interest
transactions, as well as a direct prohibition on allocations or direct charges
from Enron to PGE without Commission authorization.
To prevent certain potential marketing abuses by PGE affiliates,
Stipulation conditions 15 and 17 place restrictions on Enron's access to PGE's
power, natural gas assets, or excess pipeline capacity and to PGE's individual
and aggregated customer information. Condition 16 of the Stipulation requires
frequent reporting of any affiliate transactions involving PGE gas or
electricity. These conditions adequately protect PGE's customers against any
manipulation of PGE's assets or customer information by Enron.
The Stipulation also contains various commitments by Enron and PGE.
Condition 18 covers Enron and PGE's commitment to various public purposes,
including development of renewable resources, continued mitigation of the fish
and wildlife impacts of PGE's hydroelectric facilities, the filing of a systems
benefit charge at the levels proposed by the Regional Review, and charitable
donations for low income bill assistance. While we acknowledge the Memorandum of
Understanding (MOU) in which PGE and Enron make these commitments, this
acknowledgment does not prejudge any ratemaking issues or filings that may be
associated with implementation of the MOU's provisions. The Commission
recognizes the MOU as an agreement among the parties signing it. In the event of
disputes among the parties, the parties will pursue whatever rights they have in
other forums.
Stipulation conditions 19 and 20 contain Enron's commitment to provide
PGE's customers compensation and benefits totaling $141 million, as discussed
above.
To facilitate the Commission's enforcement of Enron's and PGE's
compliance with the conditions and commitments 1 through 20 (except 11 and 18),
condition 21 of the Stipulation allows the Commission to impose penalties, under
certain circumstances, without first obtaining a court order. Except for
conditions that contain absolute prohibitions, the provisions of condition 21
allow Enron and PGE an opportunity to correct any non-compliance after receiving
Commission notice.
ORDER NO. 97-196
Finally, Stipulation condition 22 states Enron's and PGE's commitment
to file, within 60 days of the merger close, a proposal to initiate a process by
which disaggregation and customer choice may occur for PGE.
Issues Raised by Other Parties
Impact on Competition. On May 2, 1997, URP filed comments making
several arguments. URP first claims that the merger "would contradict utility
restructuring to enhance competition." URP bases this claim on the fact PGE
would be controlled by Enron, a supplier and broker of energy.
URP's argument is not well-founded. Information supplied by the
parties in response to data requests shows that the merger of Enron and PGC will
not increase the concentration of generation resources in the WSCC. The Federal
Energy Regulatory Commission (FERC) approved the merger after concluding that
the combination of Enron and PGC would not provide the combined entity with
inappropriate market power in the WSCC and that the merger would have no adverse
effects on wholesale competition.
The record does not demonstrate that the merger would lessen
competition or future customer choice of energy suppliers. To the contrary,
there is currently no competition permitted for retail customers in PGE's
service territory. The Stipulation will enhance the development of retail
competition in PGE's service territory because it requires Enron to submit a
plan for retail customer choice within 60 days after the merger closes.
Cross-Subsidization. URP also claims that the merger might afford
opportunities for cross-subsidization. This issue has been fully debated in this
proceeding. Many parties filed comments on this subject. Vantus Energy
Corporation (now PG&E Energy Services) focused its comments on this issue and
the conditions necessary to ensure the development of a competitive retail
energy market. Cross-subsidy is one of the primary issues identified by Staff.
Both Vantus and Staff have signed the Stipulation which contains provisions
aimed at preventing harm to PGE's customers and PGE's and Enron's competitors
through cross-subsidy. The Commission finds that the provisions of the
Stipulation along with the authority given the Commission by statute and rule
are sufficient to prevent harm to PGE's customers and competitive markets
through cross-subsidy.
Diversion of Revenues from Sales for Resale, and Compensation for
PGE's Transmission Facilities. URP asserts the merger would allow Enron to
divert revenue from sales for resale from PGE to Enron. URP bases its claim
largely on URP's belief that PGE now buys low cost power in the Northwest which
it resells over its transmission system (primarily the Pacific Intertie) for a
profit. URP also argues that condition 20 is insufficient to compensate
ratepayers for PGE's transmission facilities. URP overlooks the fact that PGE
and all transmitting utilities are required by FERC to file open access tariffs
to allow others to use their transmission systems. PGE and other transmitting
utilities are required to pay the same rates to use their transmission systems
as they charge to other users. As a result, Enron is now able, without the
merger, to buy Northwest power and transmit it over the Pacific Intertie for
resale out of the region in the same manner that PGE can. Moreover, Enron will
not gain preferential access or rights to PGE's transmission system from the
merger because of FERC's open access transmission rules.
URP's claim concerning sales for resale relates, as it relates to
affiliate abuse and cross-subsidy issues, has been addressed in this Order.
Finally, to the extent that the merger might result in the reduction of revenues
from sales for resale which are credited to Oregon ratepayers, the Stipulation
provides for $105 million in payments to
ORDER NO. 97-196
Oregon ratepayers. This amount compensates for any harm the ratepayers might
experience from the loss of revenues from sales for resale by PGE.
Vague and Meaningless Conditions. URP contends that condition 19 is
worded to make it meaningless. The Commission disagrees and finds that it will
be able to enforce condition 19 to provide the guaranteed benefit of $36 to
ratepayers. URP claims that several other conditions of the Stipulation are
meaningless because the Commission could and should adopt these conditions on
its own authority. The fact is that the Commission has not adopted these
conditions on its own authority and need not do so because they are contained in
the Stipulation. The Commission finds that the conditions which URP labels
"meaningless" enhance the ability of the Commission to control affiliate abuse,
prevent cross-subsidy, and protect Oregon ratepayers.
URP claims that Stipulation conditions 10 and 14 are vague. The
Commission disagrees. The Commission finds that Enron's guarantee that PGE
customers will be held harmless if the merger results in a higher revenue
requirement protects customers. The Commission also finds that Enron's agreement
not to subsidize its activities by allocating or directly charging expenses to
PGE not authorized by the Commission will assist the Commission in protecting
customers from affiliate abuse.
Use of Customer Information. Finally, URP asserts that Stipulation
condition 17 is harmful. URP claims that condition 17 allows PGE to use customer
information in ways harmful to competition while withholding the information
from PGE affiliates and companies not affiliated with PGE. URP misunderstands
condition 17. This condition allows customers to have their customer specific
information protected from disclosure. However, the information may be disclosed
with the permission of the customer. This allows the information to be used by
alternative providers of customer services if the customer desires. The
Commission finds that condition 17 will help prevent PGE and its affiliates from
gaining a competitive advantage as a result of PGE's access to customer
information.
Residential Exchange Benefits. In their May 2, 1997, comments, both
the Public Power Council (PPC) and BPA discuss the effect of condition 20 of the
Stipulation on PGE's average system cost for purposes of calculating the
residential exchange benefits of PGE customers under the Northwest Power Act.
PPC would like the $105 million credit to be applied to PGE's average system
costs proportionate to their respective share of the various expense categories
in PGE's total recoverable expenses, as determined by the Commission. BPA wants
the Commission to reserve the right to shape or amortize the $105 million credit
in a manner that reflects the decline in PGE's residential exchange benefits.
The Commission is not required to act at this time with respect to the
issues raised by PPC and BPA. Average system costs and residential exchange
benefits are determined by BPA and not by the Commission. Condition 20 of the
Stipulation reserves to the Commission the right to change the apportionment of
the $105 million credit in any future rate proceeding. This gives the Commission
the ability to address the concerns of PPC and BPA in the future.
NNG Stipulation. NNG filed comments during the proceeding expressing
concern about the impact the proposed merger would have on NNG. NNG did not sign
the April 19 Stipulation. However, on May 23, NNG signed a stipulation with
Enron, PGE, and PGC in which the signatories agreed that Enron's Application
satisfies the statutory standard of serving PGE's customers in the public
interest. The signatories agreed to two conditions relating to the posting of
information relating to excess pipeline capacity, and the tariffing of joint
sales of electricity and natural gas. The stipulation was filed on May 23, along
with a motion to shorten the time allowed by Commission rules to respond to
ORDER NO. 97-196
the stipulation and the motion. The motion was granted by the Administrative Law
Judge, who allowed responses to the stipulation and motion to be filed until 5
p.m. on June 2, 1997. No responses were filed.
The Commission finds that the conditions of the stipulation will
protect customers of PGE and NNG from unfair competitive practices during the
transition from a tightly regulated power industry to a more competitive one
allowing greater choice of suppliers. The Commission accepts and adopts the
stipulation.
Summary. The Commission approves the merger of Enron and PGC. Based on
the record in this proceeding, the Commission finds that approval of the merger
on the conditions set forth in the Stipulation will not harm PGE's customers,
will not result in the degradation of PGE's service, will not result in higher
rates to PGE customers, will not weaken PGE's financial structure and will not
diminish PGE's utility assets. The Commission finds that approval of the merger
will provide benefits to PGE's customers and will serve PGE's customers in the
public interest.
CONCLUSIONS
Based upon its investigation and review of Enron's application, the
Commission concludes that:
1. Enron Corp., as the result of its merger with Portland General
Corporation, would exercise influence over Portland General Electric
Company.
2. Portland General Electric Company is a public utility subject to the
jurisdiction of the Oregon Public Utility Commission.
3. After completion of the merger of Enron Corp. and Portland General
Corporation, an affiliated interest relationship would exist between
Portland General Electric Company and Enron Corp.
4. Approval of the merger will serve PGE's customers in the public
interest.
ORDER NO. 97-196
ORDER
IT IS ORDERED that:
1. The stipulations dated April 29, 1997, and May 23, 1997, are adopted
by the Commission and incorporated by reference in this order.
2. Enron's application to acquire the power to exercise influence over
PGE is granted.
Made, entered, and effective ______________________________.
________________________________ ________________________________
Roger Hamilton Ron Eachus
Chairman Commissioner
________________________________
Joan H. Smith
Commissioner
A party may request rehearing or reconsideration of this order pursuant to ORS
756.561. A request for rehearing or reconsideration must be filed with the
Commission within 60 days of the date of service of this order. The request must
comply with the requirements of OAR 860-014-0095. A copy of any such request
must also be served on each party to the proceeding as provided by OAR
860-013-0070. A party may appeal this order to a court pursuant to ORS 756.580.
BEFORE THE PUBLIC UTILITY COMMISSION
OF OREGON
UM 814
In the Matter of the Application of Enron )
Corp for an Order Authorizing the )
Exercise of Influence Over Portland ) STIPULATION
General Electric Company, a Public Utility )
RECITALS
1. On August 30, 1996, Enron Corp (Enron) filed an Application to Exercise
Influence over Portland General Electric Company (PGE) (hereinafter,
"Application"). A Prehearing Conference was held on September 16, 1996, at which
the events and schedule for the proceedings were agreed upon by all the parties.
A Conference Memorandum confirming the agreement was issued September 17, 1996.
2. The procedure agreed to by the parties included, among other things,
discovery, an exchange of comments, a preliminary recommendation by Staff and a
settlement conference. The dates for these events were revised by subsequent
orders of the Administrative Law Judge dated November 26, 1996, December 11,
1996, and February 26, 1997.
3. At the request of Staff, depositions of Geoffrey D. Roberts, Steven J. Kean,
Kenneth D., Rice, Jeffrey K. Skilling, J. Clifford Baxter, John Stinebaugh,
Joseph Hirko, Alvin Alexanderson and James J. Piro were conducted on November
21, 1996.
4. The parties commenced a settlement conference on January 22, 1997, and
continued discussions until January 24, 1997. The Commissioners held a public
hearing on the status of settlement discussions on February 14, 1997. Additional
settlement discussions were conducted on February 25, March 12, April 24, and
April 29, 1997.
5. On April 14, 1997, Enron and PGE announced a revised merger agreement, in
which Enron and PGE agreed to change the ratio by which PGE's shareholders may
exchange PGE shares for Enron shares from a one-to-one ratio to a one to 0.9825
ratio.
6. Based on the record in the case, and for the purpose of recommending to the
Commission that Enron's Application satisfies the statutory standard of serving
PGE's customers in the public interest, the following undersigned parties
("Settlement Parties") desire to enter into this Stipulation.
1 - STIPULATION
APPENDIX A
PAGE 1 OF 17
ORDER NO. 97-196
WHEREFORE, the Settlement Parties stipulate and agree as follows:
CONDITIONS
The Settlement Parties agree that the following conditions shall be
incorporated in a final Commission order approving the Application:
1. To determine the reasonableness of allocation factors used by Enron to assign
costs to PGE and amounts subject to allocation or direct charges, the Commission
or its agents may audit the accounts of Enron and its unregulated subsidiaries
which are the bases for charges to PGE. Enron agrees to cooperate fully with
such Commission audits.
2. Enron and PGE shall provide the Commission access to all books of account, as
well as all documents, data and records of their affiliated interests, which
pertain to transactions between PGE and all its affiliated interests.
3. PGE shall maintain its own accounting system, separate from Enron's
accounting system. All PGE financial books and records shall be kept in
Portland, Oregon.
4. Enron and PGE shall exclude all costs of the merger, including merger
transition costs, from PGE's utility accounts. Within 90-days following the
merger completion, Enron will provide a preliminary accounting of these costs.
Further, Enron agrees to provide the Commission a final accounting of these
costs, within 30 days following the accounting close of the merger.
5. PGE shall maintain separate debt and, if outstanding, preferred stock
ratings.
6. PGE shall not make any distribution to Enron that would cause PGE's equity
capital to fall below 48 percent of the total PGE capital without Commission
approval. The Commission Staff PGE and Enron may re-examine this minimum common
equity percentage as financial conditions change, and may request that it be
adjusted.
7. Enron, PGE and Commission Staff agree that the allowed return on common
equity and other costs of capital will not rise as a result of the merger. These
capital costs refer to the costs of capital used for purposes of rate setting,
avoided cost calculations, affiliated interest transactions, least cost
planning, and other regulatory purposes.
8. Enron and PGE shall provide the Commission unrestricted access to all written
information provided to common stock, bond, or bond rating analysts, which
directly or. indirectly pertains to PGE or any affiliate that exercises
influence or control over PGE. Such information includes, but is not limited to,
reports provided to, and presentations made to, common stock analysts and bond
rating analysts. For purposes of this condition, "written" information includes
but is not limited to any written and printed
2 - STIPULATION
APPENDIX A
PAGE 2 OF 17
ORDER NO. 97-196
material, audio and video tapes, computer disks and electronically-stored
information. Nothing in this condition shall be deemed to be a waiver of Enron's
or PGE's right to seek protection of the information.
9. Unless such a disclosure is unlawful, Enron shall notify the Commission of:
a. Its intention to transfer more than 5 percent of PGE's retained
earnings to Enron over a six-month period, at least 60 days before
such a transfer begins.
b. Its intention to declare a special cash dividend from PGE, at least 30
days before declaring each such dividend.
c. Its most recent quarterly common stock cash dividend payment from PGE
within 30 days after declaring each such dividend.
10. Enron guarantees that the customers of PGE shall be held harmless if the
merger between Enron and PGE results in a higher revenue requirement for PGE
than if the merger had not occurred.
11. PGE shall stipulate to, adopt, and implement service quality performance
measures, as fully described in Commission Staffs Proposed Stipulations for
Service Quality Measures, to ensure that its current levels of service quality
are maintained or improved. The P 1 and P2 measures for 1997 shall be:
P1 P2
Cl .10 .13
RI 1.5 1.7
R2 1.2 1.4
R3 NA NA
12. PGE and Enron agree to comply with all Commission requirements regarding
affiliated interest (AI) transactions, including timely filing of applications
and reports. For 199'7, 1998, and 1999, PGE will file semi-annual AI reports, as
otherwise required by OAR I860-27-200. The AI report due dates shall be April 1,
1998, for the second half of 1997 and October 1, 1998, and June 1, 1999,
respectively, for the 1998 semiannual reports. For 1999, the semiannual AI
report due dates shall be October 1, 1999 and June 1, 2000.
13. Within 45 days of the end of each calendar quarter for 1997, 1998, and 1999,
beginning with the first full quarter following completion of the merger, PGE
shall file detailed quarterly reports with the Commission regarding: (a)
employee transfers, permanent and temporary, between PGE and Enron; and (b)
consulting and training activities conducted by both PGE and Enron personnel for
the other entity.
3 - STIPULATION
APPENDIX A
PAGE 3 OF 17
ORDER NO. 97-196
14. Enron shall not subsidize its activities by allocating to or directly
charging PGE expenses not authorized by the Commission to be so allocated or
directly charged.
15. PGE shall not give its. affiliates preferential access through any
prearranged, formal or informal, agreement with any of its affiliates regarding
PGE's excess pipeline capacity and related capacity assets. PGE's capacity
releases will be posted on the appropriate interstate pipeline Electronic
Bulletin Board ("EBB").
PGE shall not give its affiliates preferential access through any
prearranged, formal or informal, agreement with any of its affiliates regarding
PGE's power or natural gas assets.
If PGE and an affiliate engage in a blind (i.e. arm's length) exchange
transaction (e.g. NY1vflEX, EBBs and similar exchanges), the Commission will
presume that the transaction meets the Commission's affiliated interest transfer
pricing policy requirements.
16. PGE shall file detailed quarterly reports with the Commission regarding
transactions between PGE and Enron involving: (a) gas commodity sales and
pipeline capacity releases, and (b) electric power exchanges and sales, and (c)
competitive ancillary electric services sales. Commission Staff, Enron, and P GE
will promptly develop a report acceptable to the Commission. Such quarterly
reports shall be filed for 1997, 1998, and 1999, within 45 days of the end of
the quarter, beginning with the first full quarter after completion of the
merger.
17. PGE shall not provide to any marketing personnel of any of PGE's affiliates
or to any other person not affiliated with PGE, data or information regarding
any individual PGE franchise retail customer unless the customer grants written
permission, which may be by electronic means. PGE shall provide information
developed by it on end-use customer opinions, end-use customer usage, end-use
customer characteristics, or similar aggregated retail customer market
information to all entities, on the same terms, and conditions, as stated
below:'
a. All entities including PGE affiliates shall provide PGE a written
request for information, with a copy to the Commission. PGE shall maintain, at
its headquarters, a list of all requests within the last 12 months, and shall
make it available to any person requesting it.
b. If the identical information has been previously provided to the
marketing personnel of any of PGE's affiliates or to any other entity not
affiliated with PGE, PGE must provide the information within 10 business days of
receiving the request. I
4 - STIPULATION
APPENDIX A
PAGE 4 OF 17
ORDER NO. 97-196
c. If the identical information has not been previously provided to the
marketing personnel of any of PGE's affiliates or to any other entity not
affiliated with PGE, PGE must, within ten business days, either (1) provide the
requested information; (2) provide an estimate of the date by which it can
provide the information and an explanation of why more than ten business days is
necessary; or (3) deny the request with an explanation of the reason for denial.
d. If PGE denies a request for information by an entity not affiliated with
PGE, it shall not make the information available in response to a request from
the. marketing personnel of any of PGE's affiliates for three months.
e. Any requesting person may file a complaint under ORS 756.500 with the
Commission.
f PGE shall be entitled to collect, in advance of providing the requested
information, reasonable compensation for the cost of providing it.
18. The Commission understands that PGE and Enron will abide by the agreements
reflected in the Memorandum of Understanding (MOLT), entered into in January
1997 between PGE, Enron, Natural Resources Defense Council, Northwest
Conservation Act Coalition, The Nature Conservancy of Oregon, Northwest
Environmental Advocates, Renewable Northwest Project, Oregon Citizen's Utility
Board, Oregon Trout, Trout Unlimited, Native Fish Society, American Rivers,
Oregon Energy Coordinator's Association, Community Action Directors of Oregon,
and Oregon' HEAT.
The Commission acknowledges the MOLT and the commitments made therein. However,
such acknowledgment by the Commission does not include acceptance or denial of
1) any of the costs or benefits contained within the MOU, for which PGE may
desire to seek inclusion in rates, or 2) any filings that PGE may make to the .
Commission in accordance with the terms of the MOU. The parties maintain
whatever enforcement rights exist in other forums.'
19. Enron and PGE commit to provide guaranteed merger related cost of service
reductions of $9 million per year for 4 years for a total of $36 million. PGE
will establish a balancing account and credit that account with $9 million per
year beginning' on the anniversary of the merger completion date and the three
subsequent anniversary dates. The balancing account will accrue interest on the
unamortized balance at the then current PGE approved rate of return. Customers
will receive the benefit of these cost of service reductions through a tariff
that shall reduce the unamortized account balance. The customer credit will
remain in effect for a total of 4 years, or until the effective date of new
tariffs following a general rate case, whichever occurs first.
5 - STIPULATION
APPENDIX A
PAGE 5 OF 17
ORDER NO. 97-196
Residual balances in the balancing account, if any, whether debit or credit,
will be disposed of only at the discretion of the Commission.
In the event that the actual savings are less than the guaranteed amount of $9
million per year, when determining the new tariffs, PGE will adjust its cost of
service to reflect a total merger related cost of service reduction of $9
million in such new tariffs for a period not to extend beyond five years after
merger completion. In the event that the new tariffs are a result of PGE
disaggregation or divestiture, occurring prior to 5 years after merger
completion, the disposition of the $9 million per year for the remainder of the
5 years will be decided in such proceeding.
20.
A. Payment
Enron and PGE are obligated to provide PGE's customers $105 million upon merger
completion, which represents full payment for any entitlement PGE's customers
may have to value that relates to:
1) use of PGE's name, reputation, business relationships, expertise, goodwill or
other intangibles;
2) wholesale and non-franchise retail activities that PGE has undertaken that
will not take place within PGE after the merger (this includes but is not
limited to PGE's discontinued term wholesale trading and risk management
activities), and wholesale and non-franchise retail activities that PGE might
have undertaken had the merger with Enron not occurred; and,
3) added value of the merged entity that is achievable because of the
combination or because of the association with PGE.
This payment obligation also shall constitute full payment to PGE's customers
for any entitlement to the revenues, value or other benefits arising from the
business activities of the merged entity, other than the regulated business
activities conducted by PGE. The term "regulated business activities" shall mean
the assets and services of PGE which are subject to economic regulation under
Oregon or federal law.
6 - STIPULATION
APPENDIX A
PAGE 6 OF 17
ORDER NO. 97-196
B. Exclusions
This payment does not include:
1) revenues from current and future long-term power sales, if any, made by PGE
using PGE resources, the cost of which is included in PGE's revenue requirement;
2) revenues from future short-term power sales, if any, made by PGE, using PGE
resources, the cost of which is included in PGE's revenue requirement, but only
in the event that PGE has surplus resources at the time it enters into such
sales; or
3) any benefit resulting from purchases by PGE of Bonneville Power
Administration (BPA) power that BPA has allocated to PGE for the benefit of
PGE's retail customers.
C. Accounting
1) The $105 million described in this Condition 20 shall be recorded immediately
upon completion of the merger. PGE will record a receivable from Enron and an
equal obligation to reflect the payment owed to PGE customers. PGE shall
amortize the balance in the customer credit account based on the actual amounts
refunded.
2) The customer credit account is established for customers within PGE's service
territory, and the amount of the credit shall not be affected by a customer's
decision to purchase electricity from third parties pursuant to a direct access
or retail wheeling tariff. If functional or corporate disaggregation occurs, or
if divestiture occurs, the remaining unamortized balance of the customer credit
at that time will be. attributed entirely to the distribution function of PGE.
The customer credit will stop when the unamortized balance reaches zero.
3) Interest on the unamortized balance shall be accrued at the then-current PGE
approved rate of return and added to the customer credit account.
4) Customers will receive the benefit of this credit through a tariff that shall
reduce the unamortized balance of the customer credit. The tariff will be
canceled when the customer credit has been fully amortized to customers.
Residual balances, if any, whether debit or credit, will be disposed of only at
the discretion of the Commission.
7 - STIPULATION
APPENDIX A
PAGE 7 OF 17
ORDER NO. 97-196
D. Implementation
1) Customer credits will be determined based on an eight-year amortization
period for the customer credit account. The Commission may change the
amortization period in future rate proceedings, provided that the. total
amortization period does not exceed ten (10) years.
2) The customer credits will be apportioned among customer classes in the
following manner:
a) 27 percent of the customer credits will be apportioned on an
equal-percent-of-revenues basis among all customer classes, including retail
power customers served under special contracts but excluding lighting
maintenance and ownership charges under lighting Schedules 14, 15 and 91. The
maximum credit available to any special contract customers under this subsection
shall not exceed the average percentage credit available to all customers under
this subsection.
b) The remaining 73 percent of the customer credits will be apportioned on
an equal-percent-of-revenues basis among all customer classes excluding lighting
maintenance and ownership charges under lighting Schedules 14, 15 and 91,
provided that customers purchasing under Schedule 99 shall receive a benefit
only to the extent that they would be credited under the terms of their
contracts.
The Commission may change this apportionment in future rate proceedings.
3) PGE will file tariffs to ensure that credits to all customers as set forth
herein will begin no later than 45 days after the merger completion date.
E. Compensation For Use of Employees
Enron shall compensate PGE for the use of PGE employees spending time on Enron
matters at the higher of cost or market. PGE shall access Enron employees at a
rate equivalent to the lower of cost or market
If PGE or Enron violates any of the conditions 1-20, except for conditions 11
and 18, the Commission may impose in an Order, without first acquiring an order
of the Circuit Court, a sum as prescribed in ORS 756.990, subject to the
following:
8 - STIPULATION
APPENDIX A
PAGE 8 OF 17
ORDER NO. 97-196
a. For failure to file any notice or report required by these conditions,
the Commission. must give PGE and Enron written notice of the violation. If such
notice or report is provided to the Commission within 10 business days of
receipt of the written notice, there will be no penalty assessment. PGE or Enron
may request permission for extensions of the 10 business day period for cause,
which permission the Commission shall not unreasonably withhold.
b. For any violation of conditions 2, 3, 5, 6, 9a, 9b, 15, and 17, Staff
must give PGE and Enron notice of the violation, and the date or dates on which
the violation occurred.
c. For any alleged violation other than those covered in a. and b. above,'
Staff must give PGE and Enron written notice of the violation. If such failure
is corrected within 5 business days of receipt of the written notice, there will
be no penalty assessment. PGE or Enron may request permission for extensions of
the 5 business day period for cause, which permission the Commission shall not
unreasonably withhold.
d. Notice of any failure of a., b. or c. shall be delivered to both Enron
and PGE.
e. If Enron and/or PGE remain in violation following the periods specified
by sections a. and c. above, Staff shall propose imposition of the penalty to
the Commission. However, the Commission will impose a penalty on only one of
either Enron or PGE for the same violation.
f. Penalties imposed under this condition shall not go to the General Fund.
PGE penalties shall be included in a deferred account established under ORS
757.259. Enron penalties require a cash payment to PGE, whereupon the cash
payment amount would be included in a deferred account established under ORS
757.259.
g. Enron and PGE shall have the right to appeal an order imposing any sums
pursuant . to this condition under ORS 756.580.'
22. On or before 60 days after the closing of the merger, PGE shall file a plan
with the Commission which includes the following components:
a. proposed terms and conditions on which all customer classes will have
the opportunity to choose their electricity provider;
b. proposed separation of competitive from monopoly businesses of PGE; and
1 Condition Nos. 1, 7, 8, 10, 14, 19, 20 and insofar as the they do not
deal with the filing of a report, Conditions Nos. 4 and 12.
9 - STIPULATION
APPENDIX A
PAGE 9 OF 17
ORDER NO. 97-196
c. the proposed resolution and recovery of stranded costs.
OTHER PROVISIONS
In order to support the incorporation of the above agreements into a final order
of the Commission on the Application, the Settlement Parties further agree as
follows:
1. Settlement Parties agree that the conditions and commitments made in this
Stipulation constitute benefits of the proposed merger to PGE customers and that
completion of the merger will serve PGE's customers in the public interest.
Settlement Parties recommend that the Commission adopt this Stipulation in its
entirety and approve the proposed merger. The parties have negotiated this
Stipulation as an integrated document. Accordingly, if the Commission rejects
all or any material part of this Stipulation, or adds elements to any final
order which are not contemplated by this Stipulation, each party reserves the
right to withdraw from this Stipulation upon written notice to the Commission
and Settlement Parties within five (5) business days of service of the final
order rejecting or changing this Stipulation.
2. This Stipulation and all pleadings, data requests, responses to data
requests, depositions, transcripts, testimony and written comments shall be
entered into the record as evidence. With respect to the issues covered by this
Stipulation, the Settlement Parties agree to waive cross examination of one
another at any hearing held in this docket. The Settlement Parties agree to
support approval of this Stipulation throughout this proceeding.
3. Settlement Parties have executed this Stipulation to resolve identified
issues in this proceeding. With respect to the dollar amounts referenced in this
Stipulation, no Settlement Party shall be deemed to have accepted or consented
to the principles, methods or theories, employed in arriving at such amounts
referenced in this Stipulation.,
10 - STIPULATION
APPENDIX A
PAGE 10 OF 17
4. This Stipulation may be signed in any number of counterparts, each of which
will be an original for all purposes, but all of which taken together will
constitute only one agreement.
DATED THIS 29th Day of April, 1997
PUBLIC UTILITY COMMISSION
PORTLAND GENERAL ELECTRIC COMPANY/PORTLAND GENERAL CORPORATION
BONNEVILLE POWER ADMINISTRATION
PORTLAND GENERAL ELECTRIC COMPANY/PORTLAND GENERAL CORPORATION
COMMUNITY ACTION DIRECTORS OREGON, INC.
ENRON CORP.
CITIZENS UTILITY BOARD OF OREGON
ENRON CORP.
11 - STIPULATION
APPENDIX A
PAGE 11 OF 17
Pages 12 though 17 are signature pages and the
signatures are not able to be scanned.
ORDER NO. 97-196
BEFORE THE PUBLIC UTILITY COMMISSION
OF OREGON
UM 814
In the Matter of the Application of Enron )
Corp for an Order Authorizing the )
Exercise of Influence Over Portland ) STIPULATION
General Electric Company, a Public )
Utility )
RECITALS
1. On August 30, 1996, Enron Corp (Enron) filed an Application to Exercise
Influence over Portland General Electric Company (PGE) (hereinafter,
"Application").
2. Northwest Natural Gas Company (NNG) intervened and filed comments on November
1, 1996, reply comments on December 2, 1996 and further comments on May 2, 1997.
3. The parties to the proceeding commenced a settlement conference on January
22, 1997, and continued discussions until January 24, 1997. The Commissioners
held a public hearing on the status of settlement discussions on February 14,
1997. Additional settlement discussions were conducted on February 25, March 12,
April 24, and April 29, 1997. PGE and NNG have held additional settlement
discussions to resolve the concerns raised by NNG.
4. Based on the record in the case, and for the purpose of recommending to the
Commission that Enron's Application satisfies the statutory standard of serving
PGE's customers in the public interest, the following undersigned parties
(Parties) desire to enter into this Stipulation.
WHEREFORE, the Parties stipulate and agree as follows:
CONDITIONS
The Parties agree that the following conditions shall be incorporated
in a final Commission order approving the Application:
1 - STIPULATION
APPENDIX B
PAGE 1 OF 3
1. Posting, of Excess Pipeline Capacity. PGE will post on the EBB all of its
excess pipeline capacity not used for its own internal purposes prior to
offering the capacity for sale to its retail electric customers.' The capacity
posted will not be subject to recall except for PGE's own electric generation
purposes, and as permitted under the January 1993 agreement between PGE and NNG
pertaining to 30,000 dth/day. With respect to the 46,000 dth/day of
non-recallable pipeline capacity PGE purchased from NNG under the January 1993
agreement, prior to posting such capacity, PGE shall publicly give at least 24
hour advance notice on PGE's web site or other publicly available electronic
medium of its intent to post any such capacity on the EBB.
2. Tariffing of Joint Sales of Electricity and Gas. Any joint or related sales
of electricity and gas by PGE or NNG to its retail customers in the State of
Oregon shall be made only under tariffs filed with the Oregon Public Utility
Commission, until such customers are eligible for direct access to both
commodities either through generic direct access tariffs or pilot programs or
until such time as the OPUC determines tariffs are not required for such sales.
OTHER PROVISIONS
In order to support the incorporation of the above agreements into a final order
of the Commission on the Application, the Parties further agree as follows:
1. The Parties have negotiated this Stipulation as an integrated document.
Accordingly, if the Commission rejects all or any material part of this
Stipulation, or adds elements to any final order which are not contemplated by
this Stipulation, each party reserves the right to withdraw from this
Stipulation upon written notice to the Commission and the other party within
five (S) business days of service of the final order rejecting or changing this
Stipulation.
2. This Stipulation and all pleadings, data requests, responses to data
requests, depositions, transcripts, testimony and written comments shall be
entered into the
Note: 1 "Retail electric customers" as used herein means PGE's franchised or
exclusive service territory end-user customers who purchase gas for their own
use, such as traditional residential, commercial and industrial customers.
Retail electric customers shall not include those customers able to purchase
electricity from suppliers other than PGE under direct access tariffs or pilot
programs.
2 - STIPULATION
APPENDIX B
PAGE 2 OF 3
record as evidence. With respect to the issues covered by this Stipulation, the
Parties agree to waive cross examination of one another at any hearing held in
this docket. The Parties agree to support approval of this Stipulation
throughout this proceeding.
3. The Parties' agreement to this Stipulation is conditioned upon obtaining a
ruling from the administrative law judge or the Commission waving the
requirements of OAR 860014-0085(5) and shortening the time for objections or
requests for a hearing on the Stipulation to no later than June 2, 1997.
4. NNG agrees that inclusion of the above conditions in a final order of the
Commission will satisfy the concerns raised by NNG in this proceeding and that
NNG will represent to the OPUC and to all other persons that if the conditions
are so included, it has no further objection to the merger of Enron and PGC.
5. This Stipulation may be signed in any number of counterparts, each of which
will be an original for all purposes, but all of which taken together will
constitute only one agreement.
DATED THIS 23rd Day of May, 1997
----
PORTLAND GENERAL ELECTRIC ENRON CORP.
COMPANY/PORTLAND GENERAL
CORPORATION
NORTHWEST NATURAL GAS COMPANY
3 - STIPULATION
APPENDIX B
PAGE 3 OF 3
Dates Referenced Herein and Documents Incorporated by Reference
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