PG&E 2007 Annual Report Download - page 111

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109
In 2005, PG&E Corporation repurchased a total of
61,139,700 shares of its outstanding common stock through
two ASRs with GS&Co. for an aggregate purchase price
of $2.2 billion, including price adjustments based on the
VWAP and other amounts. In 2006, PG&E Corporation
paid GS&Co. $114 million in additional payments (net of
amounts payable by GS&Co. to PG&E Corporation) to
satisfy obligations under the last of these ASRs entered into
in November 2005. PG&E Corporation’s payments reduced
common shareholders’ equity.
To refl ect the potential dilution that existed while the
obligations related to the ASRs were outstanding, PG&E
Corporation treated approximately one million and two mil-
lion additional shares of PG&E Corporation common stock
as outstanding for purposes of calculating diluted EPS for
2006 and 2005, respectively (see Note 10 for further discus-
sion). PG&E Corporation has no remaining obligation under
the November 2005 ASR as of December 31, 2007.
UTILITY
The Utility is authorized to issue 800 million shares of its
$5 par value common stock, of which 282,916,485 shares
were issued and outstanding as of December 31, 2007
and 279,624,823 shares were issued and outstanding as of
December 31, 2006. PG&E Holdings, LLC, a wholly owned
subsidiary of the Utility, holds 19,481,213 of the outstanding
shares. PG&E Corporation and PG&E Holdings, LLC hold
all of the Utility’s outstanding common stock.
The Utility may pay common stock dividends and repur-
chase its common stock, provided that cumulative preferred
dividends on its preferred stock are paid.
DIVIDENDS
PG&E Corporation and the Utility did not declare or
pay a dividend during the Utility’s Chapter 11 proceeding
as the Utility was prohibited from paying any common
or preferred stock dividends without Bankruptcy Court
approval and certain covenants in the indenture related
to senior secured notes of PG&E Corporation during that
period restricted the circumstances under which such a divi-
dend could be declared or paid. With the Utility’s emergence
from Chapter 11 on April 12, 2004, the Utility resumed the
payment of preferred stock dividends. The Utility reinstated
the payment of a regular quarterly common stock dividend
to PG&E Corporation in January 2005, upon the achieve-
ment of the 52% equity ratio targeted in the Chapter 11
Settlement Agreement.
During 2005, the Utility paid common stock dividends of
$476 million. Approximately $445 million of common stock
dividends were paid to PG&E Corporation and the remain-
ing amount was paid to PG&E Holdings, LLC. On April 15,
July 15, and October 15, 2005, PG&E Corporation paid
quarterly common stock dividends of $0.30 per share, total-
ing approximately $356 million, including approximately
$22 million to Elm Power Corporation.
During 2006, the Utility paid common stock dividends
of $494 million. Approximately $460 million of common
stock dividends were paid to PG&E Corporation and the
remaining amount was paid to PG&E Holdings, LLC. On
January 16, April 15, July 15, and October 15, 2006, PG&E
Corporation paid quarterly common stock dividends of
$0.33 per share, totaling $489 million, including approxi-
mately $33 million to Elm Power Corporation.
During 2007, the Utility paid common stock dividends
of $547 million. Approximately $509 million of common
stock dividends were paid to PG&E Corporation and the
remaining amount was paid to PG&E Holdings, LLC.
PG&E Holdings, LLC held approximately 7% of the Utility’s
common stock.
On January 15, 2007, PG&E Corporation paid a quarterly
common stock dividend of $0.33 per share. On April 15,
July 15, and October 15, 2007, PG&E Corporation paid
quarterly common stock dividends of $0.36 per share. The
above dividend payments totaled $529 million, including
approximately $35 million of common stock dividends paid
to Elm Power Corporation. Elm Power Corporation held
approximately 6% of PG&E Corporation’s common stock.
On December 19, 2007, the Board of Directors of PG&E
Corporation declared a dividend of $0.36 per share, totaling
approximately $137 million that was paid on January 15,
2008 to shareholders of record on December 31, 2007.
PG&E Corporation and the Utility record common stock
dividends declared to Reinvested Earnings.