-----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, R/KXjCPEjq+GBybosvM0rTau1rd07nr8KsoHJCI5ttp/e8B8T6KSY/lK2YNnIH/f AvP28P+IIWez2mzwZSglDw== 0000929624-99-001205.txt : 19990701 0000929624-99-001205.hdr.sgml : 19990701 ACCESSION NUMBER: 0000929624-99-001205 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PG&E CORP CENTRAL INDEX KEY: 0001004980 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 943234914 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 333-25685 FILM NUMBER: 99657028 BUSINESS ADDRESS: STREET 1: ONE MARKET SPEAR TOWER STREET 2: SUITE 2400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4152677000 MAIL ADDRESS: STREET 1: ONE MARKET SPEAR TOWER STREET 2: SUITE 2400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: PG&E PARENT CO INC DATE OF NAME CHANGE: 19951214 11-K 1 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K 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: 333-69437 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: U.S. Generating Company 401(k) Profit-Sharing Plan for Bargaining Unit Employees 7500 Old Georgetown Road Suite 1300 Bethesda, Maryland 20814-6161 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 REQUIRED INFORMATION 1. The Statement of Net Assets Available for Benefits as of December 31, 1998 and the Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1998, together with supplemental schedules and the report of Arthur Andersen LLP, independent accountants, are contained in Exhibit 1 to this Annual Report. 2. The Consent of Arthur Andersen LLP, independent accountants, is contained in Exhibit 2 to this Annual Report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. U.S. GENERATING COMPANY 401(K) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES June 7, 1999 By: PG&E GENERATING COMPANY (Formerly U.S. Generating Company), as Plan Administrator By: SANFORD L. HARTMAN Sanford L. Hartman Vice President and General Counsel EX-1 2 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS EXHIBIT 1 U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES
Table of Contents Report of Independent Public Accountants 1 Statement of Net Assets Available for Benefits as of December 31, 1998 2 Statement of Changes in Net Assets Available for Benefits for the Period from September 1, 1998 (Inception) through December 31, 1998 3 Notes to Financial Statements 4 Fund Information: Exhibit I Statement of Changes in Net Assets Available for Benefits with Fund Information for the Period from September 1, 1998 (Inception) through December 31, 1998 10 Supplemental Schedules: Schedule I Line 27(a) - Schedule of Assets Held for Investment Purposes as of December 31, 1998 11 Schedule II Line 27(d) - Schedule of Reportable Transactions for the Period from September 1, 1998 (Inception) through December 31, 1998 12
[LOGO OF ARTHUR ANDERSEN LLP] REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Employee Benefit Committee of PG&E Corporation, U.S. Generating Company and Participants in the U.S. Generating Company 401(k) Profit-Sharing Plan for Bargaining Unit Employees: We have audited the accompanying statement of net assets available for benefits of U.S. Generating Company 401(k) Profit-Sharing Plan for Bargaining Unit Employees (the Plan) as of December 31, 1998, and the related statement of changes in net assets available for benefits for the period from September 1, 1998 (inception), to December 31, 1998. 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 audit. 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 audit provides 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 the changes in net assets available for benefits for the period from September 1, 1998 (inception), to December 31, 1998, 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 Exhibit I is presented for purposes of additional analysis rather than to present the changes in net assets available for benefits of each fund. The supplemental schedules and fund information 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 Washington, D.C. April 23, 1999 U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES Statement of Net Assets Available for Benefits as of December 31, 1998
1998 ---------------- ASSETS: Investments: Investments at Fair Value $ 3,856,578 Guaranteed Income Fund at Contract Value 736,436 Participant Loans 283,229 ---------------- Total Investments 4,876,243 Employer Contributions Receivable 8,279 Employee Contributions Receivable 14,222 ---------------- TOTAL ASSETS 4,898,744 ---------------- LIABILITIES: 1,028 ---------------- NET ASSETS AVAILABLE FOR BENEFITS $ 4,897,716 ================ The accompanying notes are an integral part of these Financial Statements.
U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES Statement of Changes in Net Assets Available for Benefits for the Period from September 1, 1998 (Inception) through December 31, 1998
1998 ------------------ INCREASE IN NET ASSETS ATTRIBUTABLE TO: Employer Contributions $ 342,706 Employee Contributions 581,503 Employee Rollovers 3,534,266 Interest and Dividend income 7,624 Net Appreciation in Fair Value of Investments 453,631 ------------------ TOTAL INCREASE 4,919,730 ------------------ DECREASE IN NET ASSETS ATTRIBUTABLE TO: Benefits Paid to Participants 22,014 ------------------ TOTAL DECREASE 22,014 ------------------ NET INCREASE DURING THE PERIOD 4,897,716 NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF PERIOD - ------------------ END OF PERIOD $ 4,897,716 ================== The accompany notes are an intregral part of these Financial Statements
U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES Notes to Financial Statements December 31, 1998 (1) DESCRIPTION OF THE PLAN The following description of the U.S. Generating Company 401(k) Profit-Sharing Plan for Bargaining Unit Employees (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General U.S. Generating Company ("the Company") acquired certain assets of New England Electric System ("NEES") on September 1, 1998. The Plan was established by the Company on September 1, 1998, to provide retirement, death, and disability benefits for eligible union employees transferred to the Company's payroll as a result of this transaction. The Plan is a defined contribution plan covering all employees of the Company that are covered by a collective bargaining agreement that specifically provides for their participation in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Effective November 17, 1997 the Board of Directors of PG&E Corporation (the Corporation), the Company's parent company, established the Employee Benefits Committee (EBC) to have oversight over the administration and financial management of all affiliated company plans. 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 CIGNA Retirement and Investment Services/Connecticut General Life Insurance Company (CIGNA) as the Trustee of the Plan. Effective December 17, 1998, the U.S. Generating Company Trust Agreement was amended in order to provide for the availability of the PG&E Corporation Stock Fund ("Corporation Stock Fund"). As a result of this amendment, participants are eligible to invest in any one or more of the Investment Funds (including the Corporation Stock Fund). Any withdrawals from the Corporation Stock Fund will be paid in the form of whole units, unless the participant elects to receive some or all of such amounts in cash. Eligibility New employees hired after September 1, 1998, are eligible for participation in the Plan on their employment commencement date. Former employees of NEES were eligible for participation in the Plan on September 1, 1998 (see vesting paragraph for discussion of years of service earned). Contributions Participants may make tax-deferred cash contributions of up to 10 percent of annual compensation on a pretax basis, and up to 5 percent of annual compensation on an after-tax basis. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. The Company matches pre-tax employee contributions up to 5 percent of each employee's base compensation. Contributions are subject to certain limitations provided by the Internal Revenue Code (the "Code"). As provided by the Code, pretax employee contributions may not exceed $10,000 for 1998, and total contributions to a participant's account may not exceed the lesser of 25% of compensation or $30,000 for each year. 4 U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES Notes to Financial Statements December 31, 1998 (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 in the Plan Agreement. Vesting Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the employer's contribution portion of their accounts (plus actual earnings thereon) is based on years of continuous service. If a participant's employment with the Company ends for any reason other than retirement, permanent disability, or death, he or she will vest in the balances in their account based on total years of service with the Company and such non- vested portions of such participant's account will be forfeited. Participants vest 40% upon completion of two years of service and an additional 20% per year for each year thereafter. Participants are 100% vested after five years of continuous service. The years of service earned by eligible union employees while working at NEES are included in determining years of service under this Plan. Forfeitures Forfeited balances or terminated participants' nonvested accounts are used to reduce future Company contributions. At December 31, 1998, there were no forfeited balances. Investment Options CIGNA, the Plan's trustee, is responsible for maintaining and investing Plan assets, as directed by participants. Investment options available to participants as of December 31, 1998 included the following: . CIGNA Actively Managed Fixed Income Account-This account is designed to outperform benchmark and comparable actively managed funds over full market cycles through investments primarily in high quality corporate and Federal government fixed income securities. . CIGNA Founders Balanced Account-This CIGNA separate account invests solely in the Founders Balanced Fund. The objective of this fund is to provide the investor with a combination of growth, income, and capital preservation through investments in stocks, bonds, and short-term investments. . CIGNA Stock Market Index Account-This account is designed to provide long-term growth of capital and income through investments in stocks in the S&P 500 Index. . CIGNA Founders Growth Account-This CIGNA separate account invests solely in the Founders Growth Fund. The objective of this fund is to provide long-term growth of capital, primarily through investments in domestic common stocks of companies with strong performance records, solid market positions, reasonable financial strength, and continuous operating records of at least three years. 5 U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES Notes to Financial Statements December 31, 1998 (1) Description of Plan (cont.) . CIGNA Fidelity Growth & Income Account-This CIGNA separate account invests solely in the Fidelity Growth & Income Portfolio. The objective of this portfolio is to seek a high total return through a combination of capital appreciation and current income by primarily investing in equity securities of companies currently paying dividends. . CIGNA PBHG Growth Account-This CIGNA separate account invests solely in the PBHG Growth Fund. The objective of this fund is to provide capital appreciation through investments in common stocks and convertible stocks of small- and medium-sized growth companies that trade in the United States or Canada on registered exchanges or in the over-the-counter market. . CIGNA AIM Constellation Account-This CIGNA separate account invests solely in the AIM Constellation Fund. The objective of this fund is to provide capital appreciation through investments in common stocks, with emphasis on medium-sized and smaller emerging growth companies. . CIGNA Templeton Foreign Account-This CIGNA separate account invests solely in the Templeton Foreign Fund. The objective of this fund is to provide long-term capital growth through a flexible policy of investing in stocks and, to a lesser extent, debt obligations of companies and governments outside the United States. . CIGNA Guaranteed Income Fund-This fund is designed to preserve capital and produce attractive fixed-income returns through investments primarily in high quality, fixed income instruments such as intermediate-term bonds and commercial mortgages. . PG&E Corporation Stock Fund*-This fund invests in PG&E Corporation common stock, which is listed on the New York Stock Exchange under the symbol "PCG." Participants "own" stock held in the Fund that make up approximately 99% of their account invested in the Fund. Each participant has proxy-voting rights for their shares and receives any dividend on the shares in their account. U.S. Generating Company is a wholly owned subsidiary of PG&E Corporation. *Although this fund became available as an investment option to participants on December 17, 1998, no amounts were directed by participants to this fund as of December 31,1998. Participant Loans Participants may borrow from vested funds credited to their individual accounts. The amount borrowed, when added to any outstanding loans that the participant may have under the Company's retirement plan, cannot exceed the lesser of 50 percent of the participant's total vested account balance, or $50,000, reduced by the participant's highest outstanding loan balance for the year. In no event can the participant borrow more than $50,000. Loans for the purchase of a residence are for a period up to 15 years; all other loans are for a period not exceeding 5 years. All loans bear interest at a rate comparable with the prime rate. Loans are secured by 50 percent of the value of the employee's account. 6 U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES Notes to Financial Statements December 31, 1998 (1) Description of Plan (cont.) Retirements and Terminations In the case of normal retirement, retirement due to permanent disability, or termination of employment, a participant's benefits shall be paid in the form of a lump-sum distribution or in monthly, quarterly, or annual installment payments, not to exceed the life expectancy of the participant or designated beneficiary. However, participants in the Plan prior to January 1, 1995, may elect a single life annuity (if not married) or a qualified joint- and-survivor annuity (if married). If a participant dies before retirement, the beneficiary will receive the value of the participant's vested account balance in a lump-sum distribution or in monthly, quarterly, or annual installment payments, not to exceed the life expectancy of the beneficiary. Plan Termination The Corporation's Board of Directors reserves the right to amend or terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts and 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 financial statements of the Plan have been prepared based upon generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Investment Valuation and Income Recognition All investments (other than the Guaranteed Income Fund and the Participant Loans) are stated at fair value based on published market quotations. Fair value of shares is determined by quoted prices in an active market. Investments in the Guaranteed Income Fund are stated at contract value (Note 3) and Participant Loans are stated at cost, both of which approximates fair value. Interest income is recognized as it is earned and dividends are recorded on the exdividend 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 averages basis. Payment of Benefits Benefit payments are recorded when paid. 7 U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES Notes to Financial Statements December 31, 1998 (2) Summary of Significant Accounting Policies (cont.) Contributions Receivable Contributions receivable are the amounts due, as of the financial statement date, to the Plan from the Company and participants for completed pay-periods. Administrative Expenses Except to the extent paid by the Company, administrative expenses of the Plan are paid out of the Plan's assets and charged against each participant's account in the same proportion as the participant's account bears to the total balance of all participant accounts. (3) INVESTMENTS General Each investment fund is managed by the Trustee, which has discretionary investment authority over the funds. Neither the Company nor the Corporation has authority over how each fund is managed or invested. The EBC reserves the authority, however, to instruct the Trustee on which investment funds to retain. Fund Information Total investments were comprised of the following balances as of December 31, 1998:
CIGNA Actively Managed Fixed Income Account $ 113,083 CIGNA Founders Balanced Account 284,447 * CIGNA Fidelity Growth & Income Account 1,445,105 * CIGNA Stock Market Index Account 702,293 * CIGNA Founders Growth Account 536,359 * CIGNA PBHG Growth Account 297,487 * CIGNA AIM Constellation Account 360,094 * CIGNA Templeton Foreign Account 117,710 ---------- Investments at Fair Value 3,856,578 CIGNA Guaranteed Income Fund 736,436 * Participant Loans 283,229 * ---------- TOTAL INVESTMENTS 4,876,243 ----------
* Investment funds representing 5% or more of the Plan's net assets. The accompanying Exhibit I provides a summary of the Plan's changes in net assets by investment options for the period from September 1, 1998 (inception) through December 31, 1998. 8 U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES Notes to Financial Statements December 31, 1998 (3) Investments (cont.) Guaranteed Income Fund In 1998, the Plan entered into a guaranteed investment contract with CIGNA. CIGNA maintains the contributions in a pooled account. The account is credited with earnings on the underlying investments and charged for Plan withdrawals and administrative expenses charged by CIGNA. The contract is included in the financial statements at contract value (which represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses) because it is fully benefit responsive. For example, participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The contract value of the guaranteed investment contract approximates the fair value. The average yield and crediting interest rate were approximately 5.7 percent for 1998. The crediting interest rate was approximately 5.7 percent at December 31, 1998. The crediting interest rate may be changed by CIGNA semi-annually and is based on an agreed-upon formula between the Plan and CIGNA, but cannot be less than zero. 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 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, the Plan held no direct investments in derivatives. (4) RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of separate accounts managed by CIGNA. CIGNA is the trustee as defined by the Plan, and therefore, these transactions qualify as party-in-interest. Fees paid by the Plan for the investment management services amounted to $1,001 for the period from September 1, 1998 (inception) through December 31, 1998. (5) TAX STATUS The Company has not yet solicited or received documentation from the IRS stating that the Plan and related trust are designed in accordance with applicable sections of the Code. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. The Plan is required to solicit the IRS determination letter by December 31, 2001. 9 Exhibit 1 U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES Statement of Changes in Net Assets Available for Benefits for the Period from September 1, 1998 (Inception) through December 31, 1998
Fund Information ------------------------------------------------------------------------------------------------------------- CIGNA CIGNA Actively CIGNA CIGNA CIGNA CIGNA CIGNA Partici- Managed CIGNA Stock CIGNA Fidelity CIGNA ATM Temple- Guaran- pant Fixed Founders Market Founders Growth & PBHG Constel- ton teed Notes Income Balanced Index Growth Income Growth lation Foreign Income Receiv- Account Account Account Account Account Account Account Account Fund able Other Total -------- -------- ------- -------- -------- ------- ------- ------- -------- ------- ----- ----- INCREASE IN NET ASSETS ATTRIBUTABLE TO: Employer Contributions $ 9,467 $ 17,224 $ 74,200 $ 44,528 $ 34,307 $ 16,242 $ 19,607 $ 7,732 $ 111,120 $ - $ 8,279 $ 342,706 Employee Contributions 15,514 29,236 125,109 77,961 57,401 27,958 32,629 12,501 188,972 - 14,222 581,503 Employee Rollovers 86,849 242,505 1,092,729 525,248 355,646 191,758 236,841 99,849 702,841 - - 3,534,266 Interest and Dividend Income - 170 445 167 89 132 46 8 6,567 - - 7,624 Net Appreciation in Fair Value of Investments 699 13,236 175,369 78,558 68,319 61,438 52,953 3,059 - - - 453,631 -------- -------- ---------- -------- -------- -------- -------- -------- --------- -------- ------- ---------- Total Increase 112,529 302,371 1,467,852 726,462 515,762 297,528 342,076 123,149 1,009,500 - 22,501 4,919,730 DECREASE IN NET ASSETS ATTRIBUTABLE TO: Benefits Paid to Participants - 1,959 6,388 236 3,116 2,226 2,088 4,771 202 - 1,028 22,014 -------- -------- ---------- -------- -------- -------- -------- -------- --------- -------- ------- ---------- Total Decrease - 1,959 6,388 236 3,116 2,226 2,088 4,771 202 - 1,028 22,014 NET INCREASE (DECREASE) BEFORE INTERFUND TRANSFERS 112,529 300,412 1,461,464 726,226 512,646 295,302 339,988 118,378 1,009,298 - 21,473 4,897,716 INTERFUND TRANSFERS 554 (15,965) (16,359) (23,933) 23,713 2,185 20,106 (668) (272,862) 283,229 - - -------- -------- ---------- -------- -------- -------- -------- -------- --------- -------- ------- ---------- NET INCREASE (DECREASE) AFTER INTERFUND TRANSFERS 113,083 284,447 1,445,105 702,293 536,359 297,487 360,094 117,710 736,436 283,229 21,473 4,897,716 NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF PERIOD - - - - - - - - - - - - -------- -------- ---------- -------- -------- -------- -------- -------- --------- -------- ------- ---------- END OF PERIOD $113,083 $284,447 $1,445,105 $702,293 $536,359 $297,487 $360,094 $117,710 $736,436 $283,229 $21,473 $4,897,716 ======== ======== ========== ======== ======== ======== ======== ======== ========= ======== ======= ==========
U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES Line 27(a)-Schedule of Assets Held for Investment Purposes As of December 31, 1998 Schedule I
Fair Market Investments Description Cost Value ----------- ----------- ----------- ------------- CIGNA Actively Managed Fixed Income Account* Separate Account $ 110,766 $ 113,083 Founders Balanced Account* Separate Account 268,454 284,447 CIGNA Stock Market Index Account* Separate Account 619,063 702,293 Founders Growth Account* Separate Account 464,207 536,359 Fidelity Growth & Income Separate Account 1,262,058 1,445,105 Account* PBHG Growth Account* Separate Account 237,347 297,487 AIM Constellation Account* Separate Account 304,937 360,094 Templeton Foreign Account* Separate Account 113,482 117,710 CIGNA Guaranteed Income Fund* Guaranteed Investment Contract 736,436 736,436 Participant Loan Fund* Participant loans other than 283,229 283,229 (interest rates at 9.2%) mortgages ---------- ---------- Total $4,399,979 $4,876,243 ========= =========
*Represents party-in-interest. 11 U.S. GENERATING COMPANY 401(k) PROFIT-SHARING PLAN FOR BARGAINING UNIT EMPLOYEES Line 27(d) Schedule of Reportable Transactions For the Period from September 1, 1998 (Inception) through December 31, 1998 Schedule II
Net Market Value Purchases Sales Gain -------------------------- ------------------------ ----------- Number of Cost of Number of Proceeds Identity of Issue Transactions Purchases Transactions from Sales - ---------------------------- ------------ --------- ------------ ---------- ----------- Founders Balanced Account* 29 299,428 10 31,664 690 CIGNA Stock Market Index 36 665,808 13 50,677 3,932 Account* Founders Growth Account* 33 492,933 10 31,185 2,460 Fidelity Growth & Income 43 1,365,336 15 110,690 7,411 Account* PBHG Growth Account* 29 276,269 10 43,374 4,452 AIM Constellation Account* 31 328,965 7 25,660 1,632 CIGNA Guaranteed Income Fund* 27 1,003,657 26 273,523 -- --------- ------- ----- Total $4,432,396 $566,773 $20,577 ========= ======= ======
*Represents party-in-interest. 12 EX-2 3 CONSENT OF ARTHUR ANDERSEN LLP 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 23, 1999 included in this Form 11-K relating to the U.S. Generating Company 401(k) Profit- Sharing Plan for Bargaining Unit Employees, into PG&E Corporation's previously filed Registration Statement File Nos. 333-69437. ARTHUR ANDERSEN LLP Washington, D.C. June 23, 1999 -----END PRIVACY-ENHANCED MESSAGE-----