<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
----- --------------
Commission File Number: 333-68155
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
PG&E Gas Transmission, Northwest Corporation Savings Fund Plan
for Non-Management Employees
2100 SW River Parkway
Portland, OR 97201
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
PG&E Corporation
One Market, Spear Tower
Suite 2400
San Francisco, CA 94105
<PAGE>
REQUIRED INFORMATION
1. The Statements of Net Assets Available for Benefits as of December 31, 1998
and 1997 and the Statements of Changes in Net Assets Available for Benefits for
the Years Ended December 1998 and 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.
<PAGE>
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 NON-MANAGEMENT EMPLOYEES
June 30, 1999 By: JAMES M. RICHTER
---------------------
Name: James M. Richter
Title: Chairman, Administrative Committee
<PAGE>
EXHIBIT 1
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE>
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
Table of Contents
-----------------
<TABLE>
<S> <C>
Report of Independent Public Accountants 1
Statements of Net Assets Available for Benefits as of December 31, 1998 and 1997 2
Statements of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 1998 and 1997 3
Notes to Financial Statements 4
Fund Information:
Exhibit I Statement of Changes in Net Assets Available for Benefits with
Fund Information for the Year Ended December 31, 1998 10
Exhibit II Statement of Changes in Net Assets Available for Benefits with
Fund Information for the Year Ended December 31, 1997 11
Supplemental Schedules:
Schedule I Line 27(a) -- Schedule of Assets Held for Investment Purposes as of
December 31, 1998 12
Schedule II Line 27(d) -- Schedule of Reportable Transactions for the
Year Ended December 31, 1998 13
</TABLE>
<PAGE>
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefit Committee of PG&E Corporation,
PG&E Gas Transmission, Northwest Corporation and
Participants in the PG&E Gas Transmission, Northwest Corporation
Savings Fund Plan for Non-Management Employees:
We have audited the accompanying statements of net assets available for benefits
of PG&E Gas Transmission, Northwest Corporation Savings Fund Plan for Non-
Management Employees (the Plan) as of December 31, 1998 and 1997 and the related
statements of changes in net assets available for benefits for the years then
ended. These financial statements and 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 audit 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, 1998 and 1997, and the changes in net assets available for benefits
for the years then ended, in conformity with generally accepted accounting
principles.
Our audit was 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's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information
presented in Exhibits I and II is presented for purposes of additional analysis
rather than to present the changes in net assets available for benefits of each
fund. The fund information and supplemental schedules have been subjected to
the auditing procedures applied in the audit 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.
/s/ ARTHUR ANDERSEN LLP
----------------------------
ARTHUR ANDERSEN LLP
Portland, Oregon,
April 16, 1999
<PAGE>
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
Statements of Net Assets Available for Benefits
as of December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
ASSETS:
Investments:
Investments at Fair Value $11,152,700 $11,216,212
Participant Loans 147,600 173,072
----------- -----------
Total Investments 11,300,300 11,389,284
Contributions Receivable 10,976 -
----------- -----------
TOTAL ASSETS 11,311,276 11,389,284
----------- -----------
LIABILITIES: - -
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $11,311,276 $11,389,284
=========== ===========
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
2
<PAGE>
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---------------- ---------------
<S> <C> <C>
INCREASE IN NET ASSETS:
Employer Contributions $ 130,728 $ 136,373
Employee Contributions 486,016 505,540
Employee Rollovers 22,902 1,382
Interest and Dividend Income 330,855 57,442
Net Appreciation in Fair Value of Investments 850,618 2,522,328
---------------- ---------------
TOTAL INCREASE 1,821,119 3,223,065
---------------- ---------------
DECREASE IN NET ASSETS:
Benefits Paid to Participants 1,899,127 2,359,419
---------------- ---------------
TOTAL DECREASE 1,899,127 2,359,419
---------------- ---------------
NET (DECREASE) INCREASE DURING THE YEAR (78,008) 863,646
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 11,389,284 10,525,638
---------------- ---------------
END OF YEAR $ 11,311,276 $ 11,389,284
================ ===============
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
5
<PAGE>
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
Notes to Financial Statements
December 31, 1998 and 1997
(1) DESCRIPTION OF PLAN
- ------------------------
The following description of the PG&E Gas Transmission, Northwest Corporation
Savings Fund Plan for Non-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
- -------
Effective January 1, 1995, assets from an affiliated company plan, the Pacific
Gas and Electric Company Savings Fund Plan for Non-management Employees (PG&E
Plan), originally established April 1, 1959, attributable to participants of
that plan who were employees of the PG&E Gas Transmission, Northwest Corporation
(the Company) on January 1, 1995 were transferred into the Plan.
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.
Effective November 17, 1997 the Board of Directors of PG&E Corporation (the
Corporation), the Company's parent company, established the Employee Benefit
Committee (EBC) to have oversight over the administration and financial
management of the Plan. The Company provides administrative support to the EBC
to handle the day-to-day financial administration. The EBC reserves express
authority over all decision making on behalf of the Plan. The EBC retains
Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) as the
Trustee of the Plan.
Eligibility
- -----------
Employees are eligible to participate in the Plan if the employee is classified
as a non-management employee of the Sponsor. Each eligible employee becomes
eligible to participate on the first day of the next payroll period after the
date they complete a 12-month period of employment.
Contributions
- -------------
Participating employees may elect to contribute from 1 to 15 percent of their
annual base salary ("Annual Base Salary") on a pre-tax or after-tax basis
through payroll deductions. The Annual Base Salary for purposes of the Plan is
limited by the Internal Revenue Code (the Code) to $160,000 for 1998 and 1997.
Participants may also rollover amounts representing distributions from other
qualified contribution plans. Pre-tax contributions are not subject to federal
or state income tax until withdrawn or distributed from the Plan.
As provided by the Code, pretax employee contributions may not exceed $10,000
for 1998 and $9,500 for 1997, and total contributions to a participant's account
may not exceed the lesser of 25% of compensation or $30,000 for each year.
The Company matches contributions in an amount equal to 50% of each
participant's elective contribution, up to 6% of the participant's base pay, as
defined by the Plan.
4
<PAGE>
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
Notes to Financial Statements
December 31, 1998 and 1997
(1) Description of Plan (cont.)
- --------------------------------
Participant Accounts
- --------------------
Individual accounts are maintained for each of the Plan's participants and each
account is credited with their 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.
Vesting
- -------
Employee elective contributions, Company matching contributions, and the
accumulated earnings thereon are 100% vested at all times.
Investment Options
- ------------------
Participants direct their elective contributions and the Company's matching
contributions, into 11 investment options, excluding participant loans.
Participants may elect to change their investment elections 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 mix 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.
. 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.
. PG&E Corporation Common Stock Fund - This fund is structured to maximize
the investment of participants' contributions in shares of PG&E Corporation
Stock, while holding an appropriate level (approximately one to five
percent) of short-term investments to meet daily liquidity requirements.
5
<PAGE>
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
Notes to Financial Statements
December 31, 1998 and 1997
(1) Description of Plan (cont.)
- -------------------------------
After the transfer of the assets out of the PG&E Plan into this Plan, the PG&E
Corporation Common Stock Fund (the PG&E Stock Fund) was frozen and was no longer
an investment option available to participants. Therefore, the activity in the
PG&E Stock Fund was limited to the payment of benefits, loan disbursements, and
transfers out of the PG&E Stock Fund into other investment options offered by
the Plan until December 31, 1998, at which time the PG&E Stock Fund was re-
opened as an investment option to participants.
Participant Loans
- -----------------
Participants may borrow up to 50% of their vested account balance, subject to a
$1,000 minimum and certain other 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 1998, 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%. These
loans will mature from 1999 to 2013.
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 their 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.
Administrative Expenses
- -----------------------
The Company pays certain costs of administering the Plan, including fees and
expenses of the Trustee and certain investment management fees. Certain
investment management fees are paid by participants. The fees paid by
partcipants reduce the investment return reported and credited to participants.
Change in Trustee
- -----------------
On August 29, 1997, the Masterworks Division of Barclays Global Investors, N.A.
(Barclays) was acquired by Merrill Lynch. Barclays 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.
6
<PAGE>
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
Notes to Financial Statements
December 31, 1998 and 1997
(1) Description of Plan (cont.)
- --------------------------------
Plan Termination
- ----------------
The Corporation's Board of Directors reserves the right to amend or terminate
the Plan at any time subject to provisions of ERISA. In the event of the Plan's
termination, participants will receive full payment of the balance in their
accounts. No plan assets may revert to the Company or the Corporation.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -----------------------------------------------
Basis of Accounting and Use of Estimates
- ------------------------------------------
The accompanying financial statements are prepared in conformity with generally
accepted accounting principles. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions. These estimates and assumptions affect the
accompanying financial statements, exhibits, schedules and disclosures. Actual
results could differ from those estimates.
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 notes receivable
are valued at cost which approximates fair value.
Interest income is recognized as it is earned and dividends are recorded on the
ex-dividend date.
Net appreciation (depreciation) in fair value of investments consists of the net
change in unrealized appreciation (depreciation) 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.
Related Party Transactions
- --------------------------
Certain investment funds were managed by Barclays during 1997 and 1998.
Barclays was the trustee during 1997 and an affiliate of the successor trustee
in 1998 and, therefore, these investments and investment transactions qualify as
party-in-interest transactions.
7
<PAGE>
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
Notes to Financial Statements
December 31, 1998 and 1997
(3) INVESTMENTS
- ----------------
General
- -------
Each investment fund is managed by the Trustee, which has discretionary
investment authority over the funds. Although the EBC is responsible for the
selection of the Plan's investment funds, neither the Company nor the
Corporation is involved in their day-to-day investment operations.
Fund Information
- ----------------
Total investments were comprised of the following balances as of December 31,
1998 and 1997:
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
----------------- -----------------
<S> <C> <C>
Asset Allocation $ 728,387 * $ 315,289
S&P 500 Stock 3,297,396 * 2,401,352 *
U.S. Treasury Allocation 342,376 139,448
LifePath Fund 2000 522,392 393,109
LifePath Fund 2010 301,377 191,928
LifePath Fund 2020 297,281 164,925
LifePath Fund 2030 83,555 70,236
LifePath Fund 2040 307,503 287,630
Money Market 899,042 * 907,725 *
Neuberger & Berman Guardian Trust 2,319,384 * 2,883,904 *
Templeton Foreign 415,162 543,269
PG&E Corporation Common Stock 1,638,845 * 2,917,397 *
----------- -----------
Investments at Fair Value 11,152,700 11,216,212
Participant Loans 147,600 173,072
----------- -----------
TOTAL INVESTMENTS $11,300,300 $11,389,284
----------- -----------
</TABLE>
* Investment funds representing 5% or more of the Plan's net assets as of
December 31, 1998 and 1997.
The accompanying Exhibits I and II provide a summary of the Plan's changes in
net assets by investment options for the years ended December 31, 1998 and 1997,
respectively.
Financial Investments with Off-Balance Sheet Risk
- -------------------------------------------------
The EBC has adopted a "Position Statement on Risk Management and the Use of
Derivatives" which applies to the Plan. This statement recognizes that
derivatives may be used by the Plan's investment managers to achieve their
investment objectives. However, the Plan assets will not be exposed to risks
through derivatives that would be inappropriate in their absence. At December
31, 1998 and 1997, the Plan held no direct investments in derivatives.
8
<PAGE>
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
Notes to Financial Statements
December 31, 1998 and 1997
(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 Code. The Plan's administrator
believes that the Plan is designed and is currently being operated in compliance
with the applicable provisions of the Code.
9
<PAGE>
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
Statement of Changes in Net Assets Available for Benefits with Fund Information
for the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------------
LifePath
--------
U.S.
Asset S&P Treasury Fund
Allocation 00 Stock Allocation 2000
---------- -------- ---------- -------
<S> <C> <C> <C> <C>
INCREASE IN NET ASSETS ATTRIBUTABLE TO:
Employer Contributions $ 10,663 $ 36,627 $ 4,569 $ 2,368
Employee Contribution 36,402 140,099 14,455 9,868
Employee Rollovers 3,072 9,060 - -
Interest and Dividend Income - - - -
Net Appreciation (Depreciation) in Fair Vaue of Investments 120,220 582,496 10,809 40,788
-------- -------- -------- -------
Total Increase 170,357 768,282 29,833 53,024
-------- -------- -------- -------
DECREASE IN NET ASSETS ATTRIBUTABLE TO:
Benefits Paid to Participants 13,198 133,415 1,000 10,871
Total Decrease 13,198 133,415 1,000 10,871
-------- -------- -------- -------
NET INCREASE (DECREASE) BEFORE INTERFUND TRANSFERS 157,159 634,867 28,833 42,153
-------- -------- -------- --------
INTERFUND TRANSFERS 255,939 261,177 174,095 87,130
-------- -------- -------- --------
NET INCREASE (DECREASE) AFTER INTERFUND TRANSFERS 413,098 896,044 202,928 129,283
-------- -------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 315,289 2,401,352 139,448 393,109
-------- --------- -------- --------
END OF YEAR $728,387 $3,297,396 $342,376 $522,392
======== ========== ======== ========
<CAPTION>
Fund Information
-----------------------------------------------------
LifePath
-----------------------------------------------------
Fund Fund Fund Fund
2010 2020 2030 2040
-------- -------- -------- --------
<S> <C> <C> <C> <C>
INCREASE IN NET ASSETS ATTRIBUTABLE TO:
Employer Contributions $ 3,639 $ 2,482 $ 4,294 $ 8,883
Employee Contribution 9,885 11,046 14,866 31,994
Employee Rollovers - 656 - -
Interest and Dividend Income - - - -
Net Appreciation (Depreciation) in Fair Vaue of Investments 32,365 31,346 14,829 66,300
-------- -------- -------- --------
Total Increase 45,889 45,530 33,989 107,177
-------- -------- -------- --------
DECREASE IN NET ASSETS ATTRIBUTABLE TO:
Benefits Paid to Participants 438 10,138 14,099 9,951
-------- -------- -------- --------
Total Decrease 438 10,138 14,099 9,951
-------- -------- -------- --------
NET INCREASE (DECREASE) BEFORE INTERFUND TRANSFERS 45,451 35,392 19,890 97,226
INTERFUND TRANSFERS 63,998 96,964 (6,571) (77,353)
-------- -------- -------- --------
NET INCREASE (DECREASE) AFTER INTERFUND TRANSFERS 109,449 132,356 13,319 19,873
-------- -------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 191,928 164,925 70,236 287,630
-------- -------- -------- --------
END OF YEAR $301,377 $297,281 $83,555 $307,503
======== ======== ======== ========
<CAPTION>
Fund Information
-----------------------------------------------------
Neuberger PG&E
& Berman Corporation
Money Guardian Templeton Common
Market Trust Foreign Stock
--------- ---------- --------- -----------
<S> <C> <C> <C> <C>
INCREASE IN NET ASSETS ATTRIBUTABLE TO:
Employer Contributions $ 10,793 $ 33,427 $11,149 $ -
Employee Contribution 37,000 132,405 38,854 -
Employee Rollovers - 7,749 2,365 -
Interest and Dividend Income 63,277 207,019 43,993 -
Net Appreciation (Depreciation) in Fair Vaue of Investments - (138,515) (62,718) 152,698
--------- ---------- --------- -----------
Total Increase 111,070 242,085 33,643 152,698
--------- ---------- --------- -----------
DECREASE IN NET ASSETS ATTRIBUTABLE TO:
Benefits Paid to Participants 770,035 465,713 35,561 434,684
--------- ---------- --------- -----------
Total Decrease 770,035 465,713 35,561 434,684
--------- ---------- --------- -----------
NET INCREASE (DECREASE) BEFORE INTERFUND TRANSFERS (658,965) (223,628) (1,918) (281,986)
INTERFUND TRANSFERS 650,282 (340,892) (126,189) (996,566)
--------- ---------- --------- -----------
NET INCREASE (DECREASE) AFTER INTERFUND TRANSFERS (8,683) (564,520) (128,107) (1,278,552)
--------- ---------- --------- -----------
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 907,725 2,883,904 543,269 2,917,397
--------- ---------- --------- -----------
END OF YEAR $ 899,042 $2,319,384 $ 415,162 $ 1,638,845
========= ========== ========= ===========
<CAPTION>
Fund Information
------------------
Participant Contributions Sweep
Loans Receivable Account Total
-------- ----------- ------- -----------
<S> <C> <C> <C> <C>
INCREASE IN NET ASSETS ATTRIBUTABLE TO:
Employer Contributions $ - $ 1,834 $ - $130,728
Employee Contribution - 9,142 - 486,016
Employee Rollovers - - - 22,902
Interest and Dividend Income - - 40 330,855
Net Appreciation (Depreciation) in Fair Vaue of Investments 16,526 - - 850,618
-------- ------- ---- ----------
Total Increase 16,526 10,976 40 1,821,119
-------- ------- ---- ----------
DECREASE IN NET ASSETS ATTRIBUTABLE TO:
Benefits Paid to Participants - - 24 1,899,127
-------- ------- ---- -----------
Total Decrease - - 24 1,899,127
-------- ------- ---- -----------
NET INCREASE (DECREASE) BEFORE INTERFUND TRANSFERS 16,526 10,976 16 (78,008)
INTERFUND TRANSFERS (41,998) - (16) -
-------- ------- ---- -----------
NET INCREASE (DECREASE) AFTER INTERFUND TRANSFERS (25,472) 10,976 - (78,008)
-------- ------- ---- -----------
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 173,072 - - 11,389,284
-------- ------- ---- -----------
END OF YEAR $147,600 $10,976 $ - $11,311,276
======== ======= ==== ===========
</TABLE>
10
<PAGE>
EXHIBIT II
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
Statement of Changes In Net Assets Available for Benefits with Fund Information
for the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------------------
LifePath
U.S. ------------------------------------------
Asset S&P Treasury Fund Fund Fund Fund Fund
Allocation 500 Stock Allocation 2000 2010 2020 2030 2040
---------- --------- ---------- ------- -------- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INCREASE IN NET ASSETS ATTRIBUTABLE TO:
Employee Contributions $ 9,435 $ 34,432 $ 4,455 $ 1,838 $ 3,854 $ 3,967 $ 5,662 $ 6,732
Employee Contribution 35,392 131,189 15,912 8,557 11,141 16,610 14,971 20,055
Employee Rollovers - 691 - - - - - 691
Interest and Dividend Income - - - - - - - -
Net Appreciation in Fair Value of Investments 60,631 511,939 8,353 34,838 8,319 14,304 10,299 23,026
--------- ---------- ------- -------- -------- -------- ------- -------
Total Increase 105,458 678,251 28,720 45,233 23,314 34,881 30,932 50,504
--------- ---------- ------- -------- -------- -------- ------- -------
DECREASE IN NET ASSETS ATTRIBUTABLE TO:
Benefits Paid to Participants 196,659 420,862 43,378 10,998 352 3,399 852 657
--------- ---------- -------- -------- -------- -------- ------- -------
Total Decrease 196,659 420,862 43,378 10,998 352 3,399 852 657
--------- ---------- -------- -------- -------- -------- ------- -------
NET INCREASE (DECREASE) BEFORE INTERFUND TRANSFERS (91,201) 257,389 (14,658) 34,235 22,962 31,482 30,080 49,847
INTERFUND TRANSFERS 57,360 336,361 62,568 8,556 123,187 62,684 1,629 155,346
--------- ---------- -------- -------- -------- -------- ------- -------
NET INCREASE (DECREASE ) AFTER INTERFUND TRANSFERS (33,841) 593,750 47,910 42,791 146,149 94,166 31,709 205,193
--------- ---------- -------- -------- -------- -------- ------- -------
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 349,130 1,807,602 91,538 350,318 45,779 70,759 38,527 82,437
--------- ---------- -------- -------- -------- -------- ------- -------
END OF YEAR $ 315,289 $2,401,352 $139,448 $393,109 $191,928 $164,925 $70,236 $287,630
========= ========== ======== ======== ======== ======== ======= ========
<CAPTION>
Fund Information
---------------------------------------------------------------------------
Neuberger PG&E
& Berman Corporation
Money Guardian Templeton Common Participant
Market Trust Foreign Stock Loans Total
-------- ---------- --------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE IN NET ASSETS ATTRIBUTABLE TO:
Employee Contributions $ 9,829 $ 37,850 $ 18,319 $ - $ - $ 136,373
Employee Contribution 34,463 147,946 69,304 - - 505,540
Employee Rollovers - - - - - 1,382
Interest and Dividend Income 37,217 - - - 20,225 57,442
Net Appreciation in Fair Value of Investments - 499,397 35,828 1,315,394 - 2,522,328
-------- ---------- --------- ------------ ----------- ------------
Total Increase 81,509 685,193 123,451 1,315,394 20,225 3,223,065
-------- ---------- --------- ------------ ----------- ------------
DECREASE IN NET ASSETS ATTRIBUTABLE TO:
Benefits Paid to Participants 195,809 536,028 68,057 847,446 34,922 2,359,419
-------- ---------- --------- ------------ ----------- ------------
Total Decrease 195,809 536,028 68,057 847,446 34,922 2,359,419
-------- ---------- --------- ------------ ----------- ------------
NET INCREASE (DECREASE) BEFORE INTERFUND TRANSFERS (114,300) 149,165 55,394 467,948 (14,697) 863,646
INTERFUND TRANSFERS 476,740 (419,151) (12,143) (840,751) (12,386) -
-------- ---------- --------- ------------ ----------- ------------
NET INCREASE (DECREASE ) AFTER INTERFUND TRANSFERS 362,440 (269,986) 43,251 (372,803) (27,083) 863,646
-------- ---------- --------- ------------ ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 545,285 3,153,890 500,018 3,290,200 200,155 10,525,638
-------- ---------- --------- ------------ ----------- ------------
END OF YEAR $907,725 $2,883,904 $ 543,269 $ 2,917,397 $ 173,072 $ 11,389,284
======== ========== ========= ============ =========== ============
</TABLE>
11
<PAGE>
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION Schedule I
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
EIN 94-1512922
PLAN 006
Line27(a) - Schedule of Assets Held for Investment Purposes
As of December 31, 1998
<TABLE>
<CAPTION>
Description
Identity of Issues, Including Maturity Date, Rate
Borrower, Lessor or of Interest, Collateral, Current
Similar Party Par or Maturity Value Cost Value
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Collective Investment Funds:
----------------------------
*Barclays Global Investors, N.A. Asset Allocation (21,952,580 shares) $ 573,159 $ 728,387
*Barclays Global Investors, N.A. S & P 500 (69,874,897 shares) 2,678,355 3,297,396
*Barclays Global Investors, N.A. U.S. Treasury Allocation (18,230,890 shares) 328,586 342,376
*Barclays Global Investors, N.A. LifePath 2000 (35,927,942 shares) 432,265 522,392
*Barclays Global Investors, N.A. LifePath 2010 (17,420,636 shares) 266,681 301,377
*Barclays Global Investors, N.A. LifePath 2020 (15,198,444 shares) 255,879 297,281
*Barclays Global Investors, N.A. LifePath 2030 (3,906,248 shares) 58,878 83,555
*Barclays Global Investors, N.A. LifePath 2040 (13,135,562 shares) 255,442 307,503
*Barclays Global Investors, N.A. Money Market (899,041,650 shares) 899,042 899,042
Mutual Funds:
------------
Neuberger & Berman Trust Guardian Trust Fund (143,526,240 shares) 2,056,518 2,319,384
Templeton Funds Foreign Fund (49,482,960 shares) 488,605 415,162
Employer Custom Funds:
---------------------
* PG&E Corporation Common Stock (99,323,921 shares) 993,239 1,638,845
* Plan Participants Participant Loans:
-----------------
(interest rates from 10.25% to 11.00%
annually, maturity dates from
7/17/99 through 4/24/13) 147,600 147,600
---------- -----------
Total Assets Held for Investment Purposes $9,434,249 $11,300,300
========== ===========
</TABLE>
* Represents a party-in-interest as defined by ERISA.
12
<PAGE>
PG&E GAS TRANSMISSION, NORTHWEST CORPORATION Schedule II
SAVINGS FUND PLAN FOR NON-MANAGEMENT EMPLOYEES
EIN 94-1512922
Plan 006
Line 27(d) - Schedule of Reportable Transactions
For the Year Ended December 31, 1998
Single transactions involving securities that exceed 5% of the net Plan assets
- ------------------------------------------------------------------------------
as of the beginning of the year:
- --------------------------------
None
Series of transactions of the same issue that exceed 5% of the net Plan assets
- ------------------------------------------------------------------------------
as of the beginning of the year:
- --------------------------------
<TABLE>
<CAPTION>
Purchases Sales
---------------------------- --------------------------------------------------
Identity of Number of Purchase Number of Cost of Selling Net Gain
Party Involved Description of Asset Transactions Price Transactions Asset Price or (Loss)
-------------- -------------------- ------------ ----------- -------------- ---------------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Collective Investment
---------------------
Funds:
------
*Barclays Global
Investors, N.A. Asset Allocation 52 $ 541,726 20 $ 205,233 $ 248,848 $ 43,615
*Barclays Global
Investors, N.A. S & P 500 Stock 68 3,241,312 47 2,472,556 2,927,764 455,208
*Barclays Global
Investors, N.A. LifePath 2040 37 264,260 15 281,771 310,687 28,916
*Barclays Global
Investors, N.A. Money Market 57 4,014,834 44 4,023,517 4,023,517 -
Employer Custom Funds:
---------------------
*PG&E Corporation Common Stock 43 907,345 1,431,250 523,905
Mutual Funds:
-------------
Neuberger & Berman
Trust Guardian Trust Fund 48 $ 728,802 53 $ 882,596 $ 1,154,807 $ 272,211
</TABLE>
* Represents a party-in-interest as defined by ERISA.
13
<PAGE>
EXHIBIT 2
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated April 16, 1999 included in this Form 11-K relating to the PG&E Gas
Transmission, Northwest Corporation Savings Fund Plan for Non-Management
Employees, into PG&E Corporation's previously filed Registration Statement File
No. 333-68155.
ARTHUR ANDERSEN LLP
Portland, Oregon,
June 23, 1999
