-----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, Ugkws1jx67tEDXZ5549bALVq+I5GB18AVWS//INFJ1DkqYMPy3yTEYej5VodWGOm sIPFAk7KHJWpqXV+1P/X+Q== 0001032210-98-001308.txt : 19981202 0001032210-98-001308.hdr.sgml : 19981202 ACCESSION NUMBER: 0001032210-98-001308 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19981201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PG&E GAS TRANSMISSION NORTHWEST CORP CENTRAL INDEX KEY: 0000075491 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 941512922 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-25842 FILM NUMBER: 98762380 BUSINESS ADDRESS: STREET 1: 2100 SW RIVER PKWY CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5038334000 MAIL ADDRESS: STREET 1: 2100 SW RIVER PARKWAY CITY: PORTLAND STATE: OR ZIP: 97201 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC GAS TRANSMISSION CO DATE OF NAME CHANGE: 19950411 11-K 1 SAVINGS FUND PLAN FOR MGMT EMPLOYEES 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. 333-68155 PG&E GAS TRANSMISSION, NORTHWEST CORPORATION SAVINGS FUND PLAN FOR MANAGEMENT EMPLOYEES 2100 SW RIVER PARKWAY PORTLAND, OR 97201 (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, CA 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. PG&E GAS TRANSMISSION, NORTHWEST CORPORATION SAVINGS FUND PLAN FOR MANAGEMENT EMPLOYEES December 1, 1998 By: /s/ ROBERT T. HOWARD --------------------------- Name: Robert T. Howard Title: Chairman, Employee Benefit and Administrative Finance Committee EX-1 2 FINANCIAL STATEMENTS AND SCHEDULES EXHIBIT 1 PG&E GAS TRANSMISSION, NORTHWEST CORPORATION (FORMERLY PACIFIC GAS TRANSMISSION COMPANY) SAVINGS FUND PLAN FOR MANAGEMENT EMPLOYEES FINANCIAL STATEMENTS AND SCHEDULES AS OF DECEMBER 31, 1997 AND 1996 TOGETHER WITH AUDITORS' REPORT PG&E GAS TRANSMISSION, NORTHWEST CORPORATION (FORMERLY PACIFIC GAS TRANSMISSION COMPANY) SAVINGS FUND PLAN FOR MANAGEMENT EMPLOYEES ------------------------------------------ FINANCIAL STATEMENTS AND SCHEDULES ---------------------------------- DECEMBER 31, 1997 AND 1996 -------------------------- TABLE OF CONTENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits with Fund Information - December 31, 1997 and 1996 Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1997 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SCHEDULES SUPPORTING FINANCIAL STATEMENTS: Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes - December 31, 1997 Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1997 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Committee of the PG&E Gas Transmission, Northwest Corporation (formerly Pacific Gas Transmission Company) Savings Fund Plan For Management Employees: We have audited the accompanying statement of net assets available for benefits of PG&E Gas Transmission, Northwest Corporation (formerly Pacific Gas Transmission Company) Savings Fund Plan For Management Employees (the Plan) as of December 31, 1997 and 1996 and the related statement of changes in net assets available for benefits with fund information, for the year ended December 31, 1997. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for benefits, with fund information for the year ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The 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. Portland, Oregon, November 23, 1998 PG&E GAS TRANSMISSION, NORTHWEST CORPORATION (FORMERLY PACIFIC GAS TRANSMISSION COMPANY) SAVINGS FUND PLAN FOR MANAGEMENT EMPLOYEES ------------------------------------------ NOTES TO FINANCIAL STATEMENTS AND SCHEDULES ------------------------------------------- DECEMBER 31, 1997 AND 1996 -------------------------- 1. PLAN DESCRIPTION: ----------------- The following description of the PG&E Gas Transmission, Northwest Corporation (formerly Pacific Gas Transmission Company) Savings Fund Plan for Management Employees (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information regarding the Plan's provisions. General - ------- Assets from the Pacific Gas and Electric Company Savings Fund Plan for Management Employees, originally established April 1, 1959, attributable to participants of that plan who were employees of PG&E Transmission, Northwest Corporation (the Sponsor or the Company) on January 1, 1995, were transferred to the Plan effective January 1, 1995. The Plan is intended to constitute a qualified profit sharing plan, as described in Code Section 401(a), which includes a qualified cash or deferred arrangement, as described in Code Section 401(k). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Eligibility - ----------- Employees are eligible to participate in the Plan if the employee is classified as a management employee of the Sponsor and is not covered by a collective bargaining agreement unless the agreement calls for employee participation. Each eligible employee becomes a participant on the first day of the next payroll period after the date he/she completes a six-month period of employment. Contributions - ------------- Eligible employees may contribute an amount in whole percentages from 1% to 15% of compensation as defined by the Plan, limited by requirements of the Internal Revenue Code (IRC). The Company matches contributions in an amount equal to 75% of each participant's elective contribution, up to 6% of the participant's base pay, as defined by the Plan. Vesting - ------- Employee elective contributions, Company matching contributions, and the accumulated earnings thereon are 100% vested at all times. -2- Participant Loans - ----------------- Participants may borrow up to 50% of their vested account balance, subject to a $1,000 minimum and other certain restrictions. As these loans are repaid by the participant, the proceeds, including interest, are returned to the participant's account. Loans are repayable through payroll deductions over periods ranging up to 5 years or up to 15 years for the purchase of a primary residence. The interest rate is determined by the plan administrator commensurate with the prevailing interest rate charged by persons in the business of lending money for loans which would be made under similar circumstances. During 1997, the interest rate charged on participant loans was equal to the Trustee's prime rate, plus 2%. Interest rates on outstanding loans range from 10.25% to 11.00%. These loans will mature from 1998 to 2010. Benefits - -------- Upon termination of service, death, disability or retirement, a participant may elect to receive an amount equal to the value of the participant's vested interest in his or her account. The form of payment is a single lump-sum distribution, a portion paid in a lump sum and the remainder paid later, or an annuity to be paid in monthly installments. Withdrawals - ----------- Except upon death, total disability, termination or retirement, withdrawal of participant balances requires approval of the Trustee and Plan Administrator. In-service withdrawals and hardship withdrawals are permitted. Participant Accounts - -------------------- Individual accounts are maintained for each of the Plan's participants and each account is credited with his or her elective contribution, the Company's matching contribution and an allocation of the Plan's net earnings and administrative expenses. Allocations are based on participant account balances, as defined. Investment Options - ------------------ Participants direct their elective contributions and the Company's matching contributions, into 11 investment options. Participants may elect to change their investment options at any time. A description of each investment option is provided below: Barclays Global Investors, N.A. Asset Allocation Fund ----------------------------------------------------- This fund is a balanced fund which invests in a combination of common stocks, long-term U.S. Treasury bonds and money market instruments. Barclays Global Investors, N.A. S&P 500 Stock Fund -------------------------------------------------- This growth and income fund invests in the same stocks at approximately the same percentages as the S&P 500 Index. Barclays Global Investors, N.A. U.S. Treasury Allocation Fund ------------------------------------------------------------- This fund invests in long-term U.S. Treasury bonds with maturities of 20 years or more, intermediate-term U.S. Treasury notes with maturities of 5-7 years, and short-term (91-day) U.S. Treasury bills. -3- Barclays Global Investors, N.A. LifePath Funds ---------------------------------------------- These five diversified funds are designed to meet long-term investment goals based on various time horizons. Each fund invests in a changing mix of up to 17 U.S. and international asset classes, including stocks and bonds from virtually every major marketplace. Barclays Global Investors, N.A. Money Market Fund ------------------------------------------------- The fund invests in several investment grade instruments, including U.S. government and agency obligations, fixed time deposits, bankers' acceptances, bank obligations, short-term corporate debt instruments, repurchase agreements and unsecured loan participations. The maturities for these instruments are generally less than three months. Neuberger & Berman Guardian Trust Fund -------------------------------------- This fund is a growth and income fund which invests in a well-diversified mix of common stocks of established, high-quality companies considered to be under-valued when compared to stocks of similar companies. Templeton Foreign Fund ---------------------- The assets held by this fund are widely diversified throughout the world. The allocation is adjusted by the portfolio managers in response to varying market conditions. International investing has significant growth potential, but is subject to risks associated with market conditions, currency exchange rates and political climates. The PG&E Stock Fund was an investment option offered to participants under the PG&E Plan. After the transfer of the assets out of the PG&E Plan into this Plan, the PG&E Stock Fund was frozen and is no longer an investment election available to participants. Therefore, the activity in the PG&E Stock Fund will be limited to the payment of benefits, loan disbursements, and transfers out of the PG&E Stock Fund into other investment options currently offered by the Plan. 2. CHANGE IN TRUSTEE: ------------------ On August 29, 1997, the MasterWorks Division of Barclays Global Investors, N.A. was acquired by Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch). Barclays Global Investors, N.A. remained as the trustee through December 31, 1997 and the trust was transferred to Merrill Lynch on January 1, 1998. There were no changes to the terms of the trust agreement. The investment options available under the Plan were not impacted as a result of this transaction and their investment objectives and strategies, portfolio managers and fee structures did not change. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: ------------------------------------------- Basis of Accounting - ------------------- The accompanying financial statements are prepared on the accrual basis of accounting. Investment Valuation and Income Recognition - ------------------------------------------- Investments of the Plan are stated at fair value. Fair value for shares is determined by quoted prices in an active market. Participant loans are valued at cost which approximates fair value. -4- Interest income is recognized as it is earned and dividends are recorded on the ex-dividend date. Net realized and unrealized appreciation in the fair value of investments consists of the net change in unrealized appreciation during the year on investments held at the end of the year and the realized gain or loss on the sale of investments during the year. Purchases and sales of securities are recorded on a trade date basis. Realized gains and losses from security transactions are reported on the moving average basis. Payment of Benefits - ------------------- Benefit payments to participants are recorded upon distribution. Administrative Expenses - ----------------------- The Company pays recordkeeping fees, loan fees, recurring payment fees, investment management fees for PG&E stock, and all additional fees. These fees totaled $31,227 in 1997. Participants pay the investment management fees for all funds except PG&E stock. These fees reduce the investment return reported and credited to participants. Use of Estimates - ---------------- 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 at the date of the financial statements and the reported changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. 4. TAX STATUS: ----------- The Internal Revenue Service has determined and informed the Company by letter dated September 9, 1996, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan's administrator believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC, as of the end of the Plan year. 5. PLAN TERMINATION: ----------------- Although it has not expressed any intention 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. 6. RELATED PARTY TRANSACTIONS: --------------------------- Certain investment funds were managed by Barclays Global Investors, N.A. during 1997. Barclays Global Investors, N.A. was the trustee as defined by the Plan and, therefore, these investments and investment transactions qualify as party- in-interest transactions. -5- 7. INFORMATION CERTIFIED BY THE TRUSTEE: ------------------------------------- The following information included in the financial statements and supplemental schedules was provided and certified by the Plan's trustee as complete and accurate: . Investments . Interest income . Net realized and unrealized appreciation (depreciation) in fair value of investments . Schedule of Assets Held for Investment Purposes (Schedule I) . Schedule of Reportable Transactions (Schedule II) 8. SUBSEQUENT EVENT: ----------------- As discussed in Note 2, Merrill Lynch became the trustee of the Plan's assets, replacing Barclays as of January 1, 1998. SCHEDULE I PG&E GAS TRANSMISSION, NORTHWEST CORPORATION (FORMERLY PACIFIC GAS TRANSMISSION COMPANY) SAVINGS FUND PLAN FOR MANAGEMENT EMPLOYEES ------------------------------------------ EIN 94-1512922 -------------- PLAN 007 -------- ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ---------------------------------------------------------- DECEMBER 31, 1997 ----------------- (Notes 6 and 7)
Description of Investment, Identity of Including Maturity Date, Rate Issue, Borrower, of Interest, Collateral, Current Lessor or Similar Party Par or Maturity Value Cost Value ----------------------- ------------------------------- ---------------- ----------------- Common and Collective Funds: *Barclays Global Asset Allocation Fund Investors, N.A. (131,942.232 shares) $ 2,430,691 $ 3,476,678 *Barclays Global S&P 500 Stock (197,131.596 Investors, N.A. shares) 4,780,312 7,254,443 *Barclays Global U.S. Treasury Allocation Fund Investors, N.A. (64,839.644 shares) 1,051,204 1,147,013 *Barclays Global LifePath 2000 Fund (35,405.208 Investors, N.A. shares) 413,854 469,473 *Barclays Global LifePath 2010 Fund (53,179.363 Investors, N.A. shares) 661,714 803,540 *Barclays Global LifePath 2020 Fund (14,957.139 Investors, N.A. shares) 199,567 247,391 *Barclays Global LifePath 2030 Fund (10,952.781 Investors, N.A. shares) 162,987 192,988 *Barclays Global LifePath 2040 Fund (16,793.744 Investors, N.A. shares) 247,438 315,891 *Barclays Global Money Market Fund Investors, N.A. (4,714,818.314 shares) 4,714,818 4,714,818 *Pacific Gas and Common Stock (286,394.265 shares) 2,878,528 4,396,152 Electric Shares in Registered Investment Companies: Neuberger & Berman Guardian Trust Fund Trust (466,520.481 shares) 6,049,974 8,070,804 Templeton Funds Foreign Fund (184,633.860 shares) 1,857,545 1,837,107 *Participants Participant Loans: (interest rates ranging from 10.25% to 11.00% maturity dates ranging from January 28, 1998 to September 28, 2010) 341,220 341,220 -------------- --------------- Total Investments $ 25,789,852 $ 33,267,518 ============== ===============
*Represents a party-in-interest transaction as of December 31, 1997. The accompanying notes are an integral part of this schedule. SCHEDULE II PG&E GAS TRANSMISSION, NORTHWEST CORPORATION (FORMERLY PACIFIC GAS TRANSMISSION COMPANY) SAVINGS FUND PLAN FOR MANAGEMENT EMPLOYEES EIN 94-1512922 PLAN 007 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997 (Notes 6 and 7) Series of transactions of the same issue that exceed 5% of the net Plan assets at the beginning of the year:
Purchases ---------------------------- Number of Purchase Identity of Party Involved Description of Asset Transactions Price ---------------------------- ---------------------- -------------- ------------ Common and Collective Trusts: *Barclays Global Investors, N.A. Asset Allocation 45 $ 964,259 *Barclays Global Investors, N.A. S&P 500 Stock Fund 76 2,632,956 *Barclays Global Investors, N.A. Money Market Fund 58 3,479,127 Common Stock: *Pacific Gas and Electric Common Stock 1 52,235 Shares in Registered Investment Companies: Neuberger & Berman Trust Guardian Trust Fund 58 1,999,746 Templeton Funds Foreign Funds 55 874,414 Sales ------------------------------------------------------ Number of Cost of Selling Net Gain Identity of Party Involved Description of Asset Transactions Asset Price or (Loss) ---------------------------- ---------------------- ------------ ----------- ---------- ----------- Common and Collective Trusts: *Barclays Global Investors, N.A. Asset Allocation 35 $ 279,789 $ 381,119 $ 101,330 *Barclays Global Investors, N.A. S&P 500 Stock Fund 48 766,630 1,160,665 394,035 *Barclays Global Investors, N.A. Money Market Fund 50 2,376,757 2,376,757 - Common Stock: *Pacific Gas and Electric Common Stock 52 2,131,900 2,834,720 702,820 Shares in Registered Investment Companies: Neuberger & Berman Trust Guardian Trust Fund 52 1,135,436 1,637,909 502,473 Templeton Funds Foreign Funds 32 432,630 452,032 19,402
*Represents a party-in-interest transaction for the year ended December 31, 1997. The accompanying notes are an integral part of this schedule. PG&E GAS TRANSMISSION, NORTHWEST CORPORATION (FORMERLY PACIFIC GAS TRANSMISSION COMPANY) SAVINGS FUND PLAN FOR MANAGEMENT EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1997
Participant Directed ------------------------------------------------------------------------------------------- U.S. Asset S&P Treasury LifePath LifePath LifePath LifePath LifePath Allocation 500 Stock Allocation 2000 2010 2020 2030 2040 Fund Fund Fund Fund Fund Fund Fund Fund ---------- ---------- ---------- -------- -------- -------- -------- -------- INVESTMENTS, at fair value: Barclays Global Investors, N.A.- Common and Collective Investment Funds $3,476,678 $7,254,443 $1,147,013 $469,473 $803,540 $247,391 $192,988 $315,891 Pacific Gas and Electric- Common Stock Fund - - - - - - - - Shares in Registered Investment Companies - - - - - - - - Participant Loans - - - - - - - - ---------- ---------- ---------- -------- -------- -------- -------- -------- NET ASSETS AVAILABLE FOR BENEFITS $3,476,678 $7,254,443 $1,147,013 $469,473 $803,540 $247,391 $192,988 $315,891 ========== ========== ========== ======== ======== ======== ======== ======== Participant Directed ---------------------------------------------------- Neuberger Money & Berman Templeton Market PG&E Guardian Foreign Participant Fund Stock Trust Fund Fund Loans Total ---------- ---------- ---------- ---------- ----------- ----------- INVESTMENTS, at fair value: Barclays Global Investors, N.A.- Common and Collective Investment Funds $4,714,818 $ - $ - $ - $ - $18,622,235 Pacific Gas and Electric- Common Stock Fund - 4,396,152 - - - 4,396,152 Shares in Registered Investment Companies - - 8,070,804 1,837,107 - 9,907,911 Participant Loans - - - - 341,220 341,220 ---------- ---------- ---------- ---------- -------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $4,714,818 $4,396,152 $8,070,804 $1,837,107 $341,220 $33,267,518 ========== ========== ========== ========== ======== ===========
The accompanying notes are an integral part of this statement. PG&E GAS TRANSMISSION, NORTHWEST CORPORATION (FORMERLY PACIFIC GAS TRANSMISSION COMPANY) SAVINGS FUND PLAN FOR MANAGEMENT EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1996
Participant Directed ------------------------------------------------------------------------------------------- U.S. Asset S&P Treasury LifePath LifePath LifePath LifePath LifePath Allocation 500 Stock Allocation 2000 2010 2020 2030 2040 Fund Fund Fund Fund Fund Fund Fund Fund ---------- ---------- ---------- -------- -------- -------- -------- -------- INVESTMENTS, at fair value: Barclays Global Investors, N.A.- Common and Collective Funds $2,350,058 $4,192,076 $965,947 $170,603 $352,526 $174,351 $88,925 $166,315 Pacific Gas and Electric- Common Stock Fund - - - - - - - - Shares in Registered Investment Companies - - - - - - - - Participant Loans - - - - - - - - ---------- ---------- -------- -------- -------- -------- ------- -------- NET ASSETS AVAILABLE FOR BENEFITS $2,350,058 $4,192,076 $965,947 $170,603 $352,526 $174,351 $88,925 $166,315 ========== ========== ======== ======== ======== ======== ======= ======== Participant Directed ---------------------------------------------------- Neuberger Money & Berman Templeton Market PG&E Guardian Foreign Participant Fund Stock Trust Fund Fund Loans Total ---------- ---------- ---------- ---------- ----------- ----------- INVESTMENTS, at fair value: Barclays Global Investors, N.A.- Common and Collective Funds $3,612,448 $ - $ - $ - $ - $12,073,249 Pacific Gas and Electric- Common Stock Fund - 5,032,566 - - - 5,032,566 Shares in Registered Investment Companies - - 7,147,518 1,526,716 - 8,674,234 Participant Loans - - - - 416,193 416,193 ---------- ---------- ---------- ---------- -------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $3,612,448 $5,032,566 $7,147,518 $1,526,716 $416,193 $26,196,242 ========== ========== ========== ========== ======== ===========
The accompanying notes are an integral part of the statement. PG&E GAS TRANSMISSION, NORTHWEST CORPORATION (FORMERLY PACIFIC GAS TRANSMISSION COMPANY) SAVINGS FUND PLAN FOR MANAGEMENT EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997
Participant Directed ---------------------------------------------------------------------------------------------- U.S. Asset S&P Treasury LifePath LifePath LifePath LifePath LifePath Allocation 500 Stock Allocation 2000 2010 2020 2030 2040 Fund Fund Fund Fund Fund Fund Fund Fund ---------- ---------- ---------- -------- --------- -------- -------- -------- ADDITIONS: Participant contributions $ 103,038 $ 354,664 $ 41,627 $ 19,262 $ 63,832 $ 37,988 $ 29,982 $ 34,923 Rollover contributions 3,799 33,203 12,051 - 247 41 867 655 Employer contributions 44,357 153,492 17,743 6,991 35,976 19,134 15,230 15,455 Interest income - - - - - - - - ---------- ---------- ---------- --------- --------- -------- -------- -------- Total additions 151,194 541,359 71,421 26,253 100,055 57,163 46,079 51,033 DEDUCTIONS: Benefits and withdrawals paid to participants 47,419 160,138 5,424 4,067 4,189 35,676 6,580 - ---------- ---------- ---------- --------- --------- -------- -------- -------- Total deductions 47,419 160,138 5,424 4,067 4,189 35,676 6,580 - ---------- ---------- ---------- --------- --------- -------- -------- -------- Net increase (decrease) before interfund transfers and appreciation 103,775 381,221 65,997 22,186 95,866 21,487 39,499 51,033 INTERFUND TRANSFERS, net 479,365 1,091,070 67,549 242,932 265,214 14,042 41,386 46,307 NET REALIZED AND UNREALIZED APPRECIATION IN FAIR VALUE OF INVESTMENTS 543,480 1,590,076 47,520 33,752 89,934 37,511 23,178 52,236 ---------- ---------- ---------- --------- --------- -------- -------- -------- Net increase (decrease) 1,126,620 3,062,367 181,066 298,870 451,014 73,040 104,063 149,576 NET ASSETS AVAILABLE FOR BENEFITS, beginning of period 2,350,058 4,192,076 965,947 170,603 352,526 174,351 88,925 166,315 ---------- ---------- ---------- --------- --------- -------- -------- -------- NET ASSETS AVAILABLE FOR BENEFITS, end of period $3,476,678 $7,254,443 $1,147,013 $469,473 $ 803,540 $247,391 $192,988 $315,891 ========== ========== ========== ========= ========= ======== ======== ======== Participant Directed ----------------------------------------------------- Neuberger Money & Berman Templeton Market PG&E Guardian Foreign Participant Fund Stock Trust Fund Fund Loans Total ---------- --------- ---------- ---------- ----------- ----------- ADDITIONS: Participant contributions $ 75,021 $ - $ 248,879 $ 213,823 $ - $ 1,223,039 Rollover contributions 2,360 - 47,395 49,172 - 149,790 Employer contributions 36,800 - 106,922 91,696 - 543,796 Interest income 202,705 - - - 41,759 244,464 ---------- ----------- ---------- ---------- -------- ----------- Total additions 316,886 - 403,196 354,691 41,759 2,161,089 DEDUCTIONS: Benefits and withdrawals paid to participants 231,612 146,033 205,257 48,833 4,143 899,371 ---------- ----------- ---------- ---------- -------- ----------- Total deductions 231,612 146,033 205,257 48,833 4,143 899,371 ---------- ----------- ---------- ---------- -------- ----------- Net increase (decrease) before interfund transfers and appreciation 85,274 (146,033) 197,939 305,858 37,616 1,261,718 INTERFUND TRANSFERS, net 1,017,096 (2,636,452) (423,207) (92,713) (112,589) - NET REALIZED AND UNREALIZED APPRECIATION IN FAIR VALUE OF INVESTMENTS - 2,146,071 1,148,554 97,246 - 5,809,558 ---------- ----------- ---------- ---------- -------- ----------- Net increase (decrease) 1,102,370 (636,414) 923,286 310,391 (74,973) 7,071,276 NET ASSETS AVAILABLE FOR BENEFITS, beginning of period 3,612,448 5,032,566 7,147,518 1,526,716 416,193 26,196,242 ---------- ----------- ---------- ---------- -------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, end of period $4,714,818 $ 4,396,152 $8,070,804 $1,837,107 $341,220 $33,267,518 ========== =========== ========== ========== ======== ===========
The accompanying notes are an integral part of this statement. 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. 333-68155. ARTHUR ANDERSEN LLP Portland, Oregon, December 1, 1998 -----END PRIVACY-ENHANCED MESSAGE-----