<PAGE>
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.
<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 MANAGEMENT EMPLOYEES
December 1, 1998 By: /s/ ROBERT T. HOWARD
---------------------------
Name: Robert T. Howard
Title: Chairman, Employee Benefit and
Administrative Finance Committee
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
-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.
<PAGE>
-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.
<PAGE>
-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.
<PAGE>
-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.
<PAGE>
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)
<TABLE>
<CAPTION>
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
----------------------- ------------------------------- ---------------- -----------------
<S> <C> <C> <C>
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
============== ===============
</TABLE>
*Represents a party-in-interest transaction as of December 31, 1997.
The accompanying notes are an integral part of this schedule.
<PAGE>
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:
<TABLE>
<CAPTION>
Purchases
----------------------------
Number of Purchase
Identity of Party Involved Description of Asset Transactions Price
---------------------------- ---------------------- -------------- ------------
<S> <C> <C> <C>
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
<CAPTION>
Sales
------------------------------------------------------
Number of Cost of Selling Net Gain
Identity of Party Involved Description of Asset Transactions Asset Price or (Loss)
---------------------------- ---------------------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
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
</TABLE>
*Represents a party-in-interest transaction for the year ended December 31,
1997.
The accompanying notes are an integral part of this schedule.
<PAGE>
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
<TABLE>
<CAPTION>
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
---------- ---------- ---------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
========== ========== ========== ======== ======== ======== ======== ========
<CAPTION>
Participant Directed
----------------------------------------------------
Neuberger
Money & Berman Templeton
Market PG&E Guardian Foreign Participant
Fund Stock Trust Fund Fund Loans Total
---------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
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
========== ========== ========== ========== ======== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
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
<TABLE>
<CAPTION>
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
---------- ---------- ---------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
========== ========== ======== ======== ======== ======== ======= ========
<CAPTION>
Participant Directed
----------------------------------------------------
Neuberger
Money & Berman Templeton
Market PG&E Guardian Foreign Participant
Fund Stock Trust Fund Fund Loans Total
---------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
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
========== ========== ========== ========== ======== ===========
</TABLE>
The accompanying notes are an integral part of the statement.
<PAGE>
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
<TABLE>
<CAPTION>
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
---------- ---------- ---------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
========== ========== ========== ========= ========= ======== ======== ========
<CAPTION>
Participant Directed
-----------------------------------------------------
Neuberger
Money & Berman Templeton
Market PG&E Guardian Foreign Participant
Fund Stock Trust Fund Fund Loans Total
---------- --------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
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
========== =========== ========== ========== ======== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
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
