-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bpl4A7iw1RaWz5MKphHiaXmn3YfWDNaaQnZWkZ5RcjW+OiLsXeXCs/pu5JLGHRQU 3+3q87Z2Br+a3Yw3SS37AQ== 0000929624-98-002075.txt : 19981228 0000929624-98-002075.hdr.sgml : 19981228 ACCESSION NUMBER: 0000929624-98-002075 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19981222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PG&E CORP CENTRAL INDEX KEY: 0001004980 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 943234914 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-12609 FILM NUMBER: 98773926 BUSINESS ADDRESS: STREET 1: ONE MARKET SPEAR TOWER STREET 2: SUITE 2400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4152677000 MAIL ADDRESS: STREET 1: ONE MARKET SPEAR TOWER STREET 2: SUITE 2400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: PG&E PARENT CO INC DATE OF NAME CHANGE: 19951214 11-K 1 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 333-69437 U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN 7500 Old Georgetown Road Suite 1300 Bethesda, Maryland 20814-6161 (Full title of the plan and the address of the plan, if different from that of the issuer named below) PG&E CORPORATION One Market, Spear Tower Suite 2400 San Francisco, California 94105 (Name of issuer of the securities held pursuant to the Plan of its principal executive office) REQUIRED INFORMATION 1. The Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1997 and 1996 and the Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1997, together with supplemental schedules and the report of Arthur Andersen LLP, independent accountants, are contained in Exhibit 1 to this Annual Report. 2. The Consent of Arthur Andersen LLP, independent accountants, is contained in Exhibit 2 to this Annual Report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN December 21, 1998 By: U.S. GENERATING COMPANY, as Plan Administrator By: /s/ STEPHEN A. HERMAN -------------------------------- Stephen A. Herman Senior Vice President and General Counsel EX-1 2 FINANCIAL INFORMATION EXHIBIT 1 U.S. Generating Company 401(k) Profit-Sharing Plan Table of Contents I. U.S. GENERATING COMPANY 401(K) PROFIT-SHARING PLAN ----------------------------------------------------------------- Financial Statements As of December 31, 1997 and 1996 Together With Auditors' Report
Page REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS As of December 31, 1997 and 1996 6 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the Year Ended December 31, 1997 7 NOTES TO FINANCIAL STATEMENTS As of December 31, 1997 and 1996 8 SCHEDULE I ITEM 27(A) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES As of December 31, 1997 13 SCHEDULE II ITEM 27(D) SCHEDULE OF REPORTABLE TRANSACTIONS For the Year Ended December 31, 1997 14 SCHEDULE III PARTY-IN-INTEREST TRANSACTIONS For the Year Ended December 31, 1997 * SCHEDULE IV OBLIGATIONS IN DEFAULT As of December 31, 1997 * SCHEDULE V LEASES IN DEFAULT As of December 31, 1996 *
* Schedules omitted because there were no such transactions, obligations, or leases in default. Report of Independent Public Accountant To the Administrative Committee of U.S. Generating Company 401(k) Profit-Sharing Plan: We have audited the accompanying statements of net assets available for benefits of U.S. Generating Company 401(k) Profit-Sharing Plan (the "Plan") as of December 31, 1997 and 1996, and the related statement of changes in net assets available for benefits for the year ended December 31, 1997. These financial statements are the responsibility of the Plan's administrative committee. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the changes in its net assets available for benefits for the year ended December 31, 197, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplement schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Washington, D.C. December 11, 1998 I. II. U.S. GENERATING COMPANY 401(K) PROFIT-SHARING PLAN A. Statements of Net Assets Available for Plan Benefits As of December 31, 1997 and 1996
1997 1996 ------------- ------------- Investments: At fair value (Note 2) Pooled separate accounts $30,837,543 $ - Shares of registered investment companies 25,298,580 Participant loan fund 1,567,220 1,264,726 ------------- ------------- 32,404,763 26,563,306 At contract value (Note 3) Guaranteed investment contract 2,690,021 ------------- ------------- Net assets available for benefits $35,094,784 $26,563,306 ============= =============
III. U.S. GENERATING COMPANY 401(K) PROFIT-SHARING PLAN A. Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1997
Participant Directed ----------------------------------------------------------------------- CIGNA Actively CIGNA CIGNA Managed Stock Guaranteed Fixed Founders Market Vanguard Income Income Balanced Index Funds Fund Account Account Account ----------- ---------- ---------- ---------- ---------- Additions: Contributions Participants $ - $ 333,916 $ 9,653 $ 516,792 $ 378,593 Employer - 233,525 5,667 329,680 232,089 ----------- ---------- ---------- ---------- ---------- Total contributions - 567,441 15,320 846,472 610,682 ----------- ---------- ---------- ---------- ---------- Investment income Net appreciation (depreciation) in fair value of investments - - 6,684 782,805 813,073 Interest from loans and investments - 140,193 12,433 8,865 13,031 ----------- ---------- ---------- ---------- ---------- Total investment income - 140,193 6,684 795,238 821,938 ----------- ---------- ---------- ---------- ---------- Rollovers - 39,374 42,106 91,801 144,948 ----------- ---------- ---------- ---------- ---------- Total additions - 747,008 64,110 1,733,511 1,577,568 ----------- ---------- ---------- ---------- ---------- Deductions: Benefits paid to participants - (234,625) (732,688) (474,006) (359,860) Other expenses - (815) - (1,031) (649) ----------- ---------- ---------- ---------- ---------- Total deductions - (235,440) (732,688) (475,037) (360,509) ----------- ---------- ---------- ---------- ---------- Loans issued to participants - (80,743) - (86,232) (76,802) Loan principal repayments - 61,641 - 54,974 44,772 Interfund transfers/forfeitures - 177,282 1,031,505 (370,398) 396,814 Transfer from Vanguard to CIGNA (26,563,306) 2,020,273 - 4,790,583 2,235,545 ----------- ---------- ---------- ---------- ---------- Changes in net assets available for benefits (26,563,306) 2,690,021 362,927 5,647,401 3,817,388 ----------- ---------- ---------- ---------- ---------- Net assets available for benefits: Beginning of year 26,563,306 - - - - ----------- ---------- ---------- ---------- ---------- End of year $ - $2,690,021 $ 362,927 $5,647,401 $3,817,388 =========== ========== ========== ========== ========== Participant Directed --------------------------------------------------------------------- Fidelity Founders Growth & PBHG AIM Templeton Growth Income Growth Constellation Foreign Account Account Account Account Account ----------- ---------- ---------- ------------- ----------- Additions: Contributions Participants $ 574,190 $ 569,614 $ 344,092 $ 536,394 $ 305,433 Employer 341,178 343,989 201,228 321,036 181,451 ----------- ---------- ---------- ---------- ---------- Total contributions 915,368 913,603 545,320 857,430 486,884 ----------- ---------- ---------- ---------- ---------- Investment income Net appreciation (depreciation) in fair value of investments 1,313,600 1,052,852 (65,581) 328,858 146,217 Interest from loans and investments 13,031 12,835 9,928 13,465 11,757 ----------- ---------- ---------- ---------- ---------- Total investment income 1,326,631 1,065,687 (55,653) 342,323 157,974 Rollovers 98,367 33,026 51,694 98,357 55,773 ----------- ---------- ---------- ---------- ---------- Total additions 2,340,366 2,012,316 541,361 1,298,110 700,631 ----------- ---------- ---------- ---------- ---------- Deductions: Benefits paid to participants (242,055) (190,955) (20,872) (186,664) (34,260) Other expenses (1,171) (1,040) (395) (776) (728) ----------- ---------- ---------- ---------- ---------- Total deductions (243,226) (191,995) (21,267) (187,440) (34,988) ----------- ---------- ---------- ---------- ---------- Loans issued to participants (147,758) (120,808) (77,828) (101,587) (83,510) Loan principal repayments 64,981 57,775 56,242 95,505 35,971 Interfund transfers/forfeitures 182,181 (124,417) (35,877) (1,168,012) (89,078) Transfer from Vanguard to CIGNA 3,839,951 4,347,496 1,868,344 3,977,518 2,218,870 ----------- ---------- ---------- ---------- ---------- Changes in net assets available for benefits 6,036,495 5,980,367 2,330,975 3,914,094 2,747,896 ----------- ---------- ---------- ---------- ---------- Net assets available for benefits: Beginning of year - - - - - ----------- ---------- ---------- ---------- ---------- End of year $6,036,495 $5,980,367 $2,330,975 $3,914,094 $2,747,896 =========== ========== ========== ========== ==========
The accompanying notes are an integral part of these statements. IV. U.S. GENERATING COMPANY 401(K) PROFIT-SHARING PLAN A. Notes to Financial Statements As of December 31, 1997 and 1996 1. Description of the Plan: The following description of the U.S. Generating Company (the "Company") 401(k) Profit-Sharing Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan was established by the Company on January 1, 1990, to provide retirement, death, and disability benefits for eligible employees. The Plan is a defined contribution plan covering all full-time employees of the Company scheduled to work an average of 20 hours or more each week. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Former employees of U.S. Operating Services Company ("USOSC") became employees of the Company on January 1, 1995, and as a result, are eligible to participate in the Plan as of that date. The USOSC employees' asset balances transferred to the Plan from USOSC's Retirement Savings Plan upon its termination on December 29, 1995. In addition, former employees of the J. Makowski Company ("JMC") became employees of the Company on July 16, 1995, and as a result, are eligible to participate in the Plan as of that date. The JMC employees' asset balances of $2,596,598 were transferred to the Plan from JMC's pension plan on July 1, 1996. Plan Participation Employees are eligible for participation in the Plan on their employment commencement date. Contributions Participants may make tax-deferred cash contributions of up to 10 percent of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. The Company matches employee contributions up to 5 percent of each employee's base compensation. Effective January 1, 1995, participants can contribute up to 5 percent of their annual compensation, as defined by the Plan, on an after-tax basis. Contributions are subject to certain Internal Revenue Service ("IRS") limitations. Participant Accounts Each participant's account is credited with the participant's contribution and an allocation of the Company's contribution and Plan earnings. Allocations are based on participant earnings as defined in the Plan agreement. Forfeited balances or terminated participants' nonvested accounts are used to reduce future Company contributions. 5 Vesting Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's contributions and earnings thereon is based on years of continuous service. Participants vest according to the following schedule:
Years of Service % Vested ---------------- -------- Less than 2 years 0% 2 years, but less than 3 years 40% 3 years, but less than 4 years 60% 4 years, but less than 5 years 80% Five or more years 100%
Investment Options Investment options as of December 31, 1997 included the following: . CIGNA Guaranteed Income Fund This fund is designed to preserve capital and produce attractive fixed income returns through investments primarily in high quality, fixed income instruments such as intermediate-term bonds and commercial mortgages. . CIGNA Actively Managed Fixed Income Account This account is designed to outperform benchmark and comparable actively managed funds over full market cycles through investments primarily in high quality corporate and Government fixed income securities. . Founders Balanced Account This CIGNA separate account invests solely in the Founders Balanced Fund. The objective of this fund is to provide the investor with a combination of growth, income, and capital preservation through investments in stocks, bonds, and short-term investments. . Fidelity Growth & Income Account This CIGNA separate account invests solely in the Fidelity Growth & Income Portfolio. The objective of this portfolio is to seek a high total return through a combination of capital appreciation and current income by primarily investing in equity securities of companies currently paying dividends. . CIGNA Stock Market Index Account This account is designed to provide long- term growth of capital and income through investments in stocks in the S&P 500 Index. . Founders Growth Account This CIGNA separate account invests solely in the Founders Growth Fund. The objective of this fund is to provide long-term growth of capital primarily through investments in domestic common stocks of companies with strong performance records, solid market positions, reasonable financial strength, and continuous operating records of at least three years. . PBHG Growth Account This CIGNA separate account invests solely in the PBHG Growth Fund. The objective of this fund is to provide capital appreciation through investments in common stocks and convertible stocks of small- and medium-sized growth companies that trade in the United States or Canada on registered exchanges or in the over-the-counter market. . AIM Constellation Account This CIGNA separate account invests solely in the AIM Constellation Fund. The objective of this fund is to provide capital appreciation through investments in common stocks, with emphasis on medium- sized and smaller emerging growth companies. 6 . Templeton Foreign Account This CIGNA separate account invests solely in the Templeton Foreign Fund. The objective of this fund is to provide long-term capital growth through a flexible policy of investing in stocks and, to a lesser extent, debt obligations of companies and governments outside the United States. Participant Loans Participants may borrow from vested funds credited to their individual accounts. The amount borrowed, when added to any outstanding loans that the participant may have under the Company's retirement plan, cannot exceed the lesser of 50 percent of the participant's total vested account balances for both plans, or $50,000 reduced by the participant's highest outstanding loan balance for the year. In no event can the participant borrow more than $50,000. Loans for the purchase of a residence are for a period up to 15 years; all other loans are for a period not exceeding 5 years. All loans bear interest at a rate comparable with the prime rate. Plan Administration The Plan is administered by an administrative committee consisting of five employees of the Company. The administrative committee is responsible for reviewing the books and records of the Plan and for serving as liaison between Plan participants and the trustee. All funds in the Plan are held in trust by CIGNA. Funds allocated to CIGNA are invested in a combination of equity and fixed-income investments. Prior to January 1, 1997, Vanguard Fiduciary Trust Company served as the trustee for the Plan. Retirements and Terminations In the case of normal retirement, retirement due to permanent disability, or termination of employment, a participant's benefits shall be paid in the form of a lump-sum distribution or in monthly, quarterly, or annual installment payments, not to exceed the life expectancy of the participant or designated beneficiary. However, participants in the Plan prior to January 1, 1994, may elect a single life annuity (if not married) or a qualified joint and survivor annuity (if married). If a participant dies before retirement, the beneficiary will receive the value of the participant's vested account balance in a lump-sum distribution or in monthly, quarterly, or annual installment payments, not to exceed the life expectancy of the beneficiary. 2. Summary of Significant Accounting Policies: Basis of Presentation The financial statements of the Plan have been prepared using the accrual method of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 7 Investment Valuation and Income Recognition The Plan's investments are stated at fair market value as certified by the trustee, except for its investment contract which is valued at contract value (Note 3). Purchases and sales of securities are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends are recorded on the ex- dividend date. Administrative Expenses Except to the extent paid by the Company, administrative expenses of the Plan are paid out of the Plan's assets and charged against each participant's account in the same proportion as the participant's account bears to the total balance of all participant accounts. Payment of Benefits Benefit payments are recorded when paid. 3. Investment Contract with Insurance Company: In 1997, the Plan entered into an investment contract with CIGNA. CIGNA maintains the contributions in a pooled account. The account is credited with earnings on the underlying investments and charged for Plan withdrawals and administrative expenses charged by CIGNA. The contract is included in the financial statements at contract value (which represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses) because it is fully benefit responsive. For example, participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The contract value of the investment contract approximates the fair value. The average yield and crediting interest rate were approximately 6 percent for 1997. The crediting interest rate was approximately 6 percent at December 31, 1997. The crediting interest rate may be changed by CIGNA every six months and based on an agreed- upon formula between the Plan and CIGNA, but cannot be less than zero. 4. Investments: CIGNA, the Plan's trustee, is responsible for maintaining and investing Plan assets, as directed by participants. A detail of the Plan's investments at fair value and at cost is shown on Schedule I. A summary of transactions that represent 5 percent or more of the Plan's net assets for the year ended December 31, 1997, are separately identified on Schedule II. Investments that represent 5 percent or more of the Plan's net assets are identified in the following table. Investments at fair value: CIGNA Guaranteed Income Fund $2,690,021 Founders Balanced Account 5,647,401 Fidelity Growth & Income Account 3,817,388 CIGNA Stock Market Index Account 6,036,495 Founders Growth Account 5,980,367 PBHG Growth Account 2,330,975 AIM Constellation Account 3,914,094 Templeton Foreign Account 2,747,896
8 5. Plan Termination: Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. 6. Tax Status: The IRS has determined and informed the Company by a letter dated May 16, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 9 Schedule I V. U.S. GENERATING COMPANY 401(K) PROFIT-SHARING PLAN A. Item 27(a) Schedule of Assets Held for Investment Purposes As of December 31, 1997
Fair Market Investments Description Cost Value ----------- ----------- ---- ----------- CIGNA Guaranteed Income Fund* Guaranteed Investment Contract $ 2,690,021 $ 2,690,021 CIGNA Actively Managed Fixed Income Account* Separate Account 358,816 362,927 Founders Balanced Account* Separate Account 4,962,574 5,647,401 Fidelity Growth & Income Account* Separate Account 3,114,625 3,817,388 CIGNA Stock Market Index Account* Separate Account 4,885,710 6,036,495 Founders Growth Account* Separate Account 5,022,612 5,980,367 PBHG Growth Account* Separate Account 2,359,073 2,330,975 AIM Constellation Account* Separate Account 3,603,205 3,914,094 Templeton Foreign Account* Separate Account 2,635,088 2,747,896 Participant Loan Fund (interest rates Participant Loans Other Than Mortgages ranging from 6.0% to 10.5%) 1,567,220 1,567,220 ----------- ----------- Total $31,198,944 $35,094,784 =========== ===========
* Represents parties in interest. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE SCHEDULES. 10 VI. U.S. GENERATING COMPANY 401(K) PROFIT-SHARING PLAN A. Item 27(d) Schedule of Reportable Transactions For the Year Ended December 31, 1997
Purchases Sales ----------------------------- ------------------------------- Net Market Number of Cost of Number of Proceeds from Value Gain or Identity of Issue Transactions Purchases Transactions Sales (Loss) ----------------- ------------ ----------- ------------ -------------- ------------- CIGNA Guaranteed Income Fund* 63 $ 3,821,274 60 $1,257,806 $ CIGNA Actively Managed Fixed Income Fund* 29 1,094,546 5 738,303 2,574 Founders Balanced Account* 60 6,289,794 104 1,424,003 96,783 Fidelity Growth & Income Account* 85 3,803,467 78 810,033 121,191 CIGNA Stock Market Index Account* 110 5,877,846 97 1,157,132 164,996 Founders Growth Account* 95 5,932,546 88 1,007,415 97,481 PBHG Growth Account* 94 3,184,506 69 786,365 (39,069) AIM Constellation Account* 90 5,248,214 93 1,662,356 17,347 Templeton Foreign Account* 88 3,066,026 73 462,465 31,527 ----------- ---------- -------- Totals $38,318,219 $9,305,878 $492,830 =========== ========== ========
* Represents parties in interest. Note: Reportable transactions are defined as follows: (1) Any single transaction in excess of 5 percent of the current value of the Plan's assets at the beginning of the year. (2) A series of transactions involving securities of the same issue or the same person and property other than securities which, in the aggregate, amount to more than 5 percent of the current value of the Plan's assets at the beginning of the year. (3) Any transaction involving securities that has occurred with the same person in an amount in excess of 5 percent of the current value of the Plan's assets at the beginning of the year. (4) A series of transactions involving the same person and involving property other than securities which, in the aggregate, amount to more than 5 percent of the current value of the Plan's assets at the beginning of the year. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE SCHEDULES. 11 EX-2 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into PG&E Corporation's previously filed Registration Statement File Nos. 333-69437. ARTHUR ANDERSEN LLP Washington, D.C. December 21, 1998 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE SCHEDULES. -----END PRIVACY-ENHANCED MESSAGE-----