PCG » Topics » NOTE 7: PREFERRED STOCK

This excerpt taken from the PCG 8-K filed Feb 24, 2009.
Preferred Stock 
               
Preferred stock, no par value, authorized 80,000,000 shares, $100 par value, authorized 5,000,000 shares, none issued
    -       -  
This excerpt taken from the PCG 8-K filed Feb 22, 2008.
Preferred Stock 
               
Preferred stock, no par value, authorized 80,000,000 shares, $100 par value, authorized 5,000,000 shares, none issued
    -       -  
This excerpt taken from the PCG 8-K filed Oct 28, 2005.

NOTE 7: PREFERRED STOCK

 

PG&E Corporation has authorized 85 million shares of preferred stock, which may be issued as redeemable or non-redeemable preferred stock. No preferred stock of PG&E Corporation has been issued or is outstanding.

 

Utility

 

The Utility has authorized 75 million shares of $25 par value preferred stock, which may be issued as redeemable or non-redeemable preferred stock.

 

At December 31, 2004 and 2003, the Utility had issued and outstanding 5,784,825 shares of non-redeemable preferred stock. Holders of the Utility’s 5.0%, 5.5% and 6.0% series of non-redeemable preferred stock have rights to annual dividends ranging from $1.25 to $1.50 per share.

 

At December 31, 2004 and 2003, the Utility had issued and outstanding 5,973,456 shares of redeemable preferred stock. The Utility’s redeemable preferred stock is subject to redemption at the Utility’s option, in whole or in part, if the Utility pays the specified redemption price plus accumulated and unpaid dividends through the redemption date. At December 31, 2004, annual dividends ranged from $1.09 to $1.76 per share and redemption prices ranged from $25.75 to $27.25 per share.

 

At December 31, 2004, the Utility’s redeemable preferred stock with mandatory redemption provisions consisted of 2.55 million shares of the 6.57% series and 2.375 million shares of the 6.30% series. These series are redeemable at par value plus accumulated and unpaid dividends through the redemption date. These series of preferred stock are subject to mandatory redemption provisions entitling them to sinking funds providing for the retirement of the stock outstanding.

 

The redemption requirements for the Utility’s redeemable preferred stock with mandatory redemption provisions for the 6.57% series are approximately $4 million per year from 2002 through 2006, and approximately $55 million in 2007, and for the 6.30% series, approximately $3 million per year from 2004 through 2008, and approximately $47 million in 2009. The Utility’s redeemable preferred stock with mandatory redemption provisions may be redeemed early, at the Utility’s option, if the Utility pays the specified redemption price plus accumulated and unpaid dividends. In 2004, subsequent to the Utility’s emergence from Chapter 11, the Utility redeemed $15 million of preferred stock with mandatory redemption provisions related to 2004, 2003, and 2002.

 

Dividends on all Utility preferred stock are cumulative. All shares of preferred stock have voting rights and an equal preference in dividend and liquidation rights. Due to the Utility’s Chapter 11 proceeding, the Utility’s Board of Directors did not declare or pay preferred stock dividends from January 31, 2001 through emergence from Chapter 11. Upon emergence from Chapter 11 on the Effective Date, the Utility paid approximately $101 million of preferred stock dividends, including approximately $11 million of interest on these dividends, as of December 31, 2004. Upon liquidation or dissolution of the Utility, holders of preferred stock would be entitled to the par value of such shares plus all accumulated and unpaid dividends, as specified for the class and series.

 



 

PG&E Corporation and the Utility adopted the requirements of SFAS No. 150 in 2003. As a result, the Utility reclassified approximately $137 million of preferred stock with mandatory redemption provisions as a noncurrent liability in the Utility’s Consolidated Balance Sheets. The reclassification did not have an impact on earnings of PG&E Corporation or the Utility. At December 31, 2004, $122 million of such preferred stock remained on the Utility’s Consolidated Balance Sheet.

 

This excerpt taken from the PCG 10-K filed Feb 18, 2005.

NOTE 7: PREFERRED STOCK

        PG&E Corporation has authorized 85 million shares of preferred stock, which may be issued as redeemable or non-redeemable preferred stock. No preferred stock of PG&E Corporation has been issued or is outstanding.

Utility

        The Utility has authorized 75 million shares of $25 par value preferred stock, which may be issued as redeemable or non-redeemable preferred stock.

        At December 31, 2004 and 2003, the Utility had issued and outstanding 5,784,825 shares of non-redeemable preferred stock. Holders of the Utility's 5.0%, 5.5% and 6.0% series of non-redeemable preferred stock have rights to annual dividends ranging from $1.25 to $1.50 per share.

        At December 31, 2004 and 2003, the Utility had issued and outstanding 5,973,456 shares of redeemable preferred stock. The Utility's redeemable preferred stock is subject to redemption at the Utility's option, in whole or in part, if the Utility pays the specified redemption price plus accumulated and unpaid dividends through the redemption date. At December 31, 2004, annual dividends ranged from $1.09 to $1.76 per share and redemption prices ranged from $25.75 to $27.25 per share.

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        At December 31, 2004, the Utility's redeemable preferred stock with mandatory redemption provisions consisted of 2.55 million shares of the 6.57% series and 2.375 million shares of the 6.30% series. These series are redeemable at par value plus accumulated and unpaid dividends through the redemption date. These series of preferred stock are subject to mandatory redemption provisions entitling them to sinking funds providing for the retirement of the stock outstanding.

        The redemption requirements for the Utility's redeemable preferred stock with mandatory redemption provisions for the 6.57% series are approximately $4 million per year from 2002 through 2006, and approximately $55 million in 2007, and for the 6.30% series, approximately $3 million per year from 2004 through 2008, and approximately $47 million in 2009. The Utility's redeemable preferred stock with mandatory redemption provisions may be redeemed early, at the Utility's option, if the Utility pays the specified redemption price plus accumulated and unpaid dividends. In 2004, subsequent to the Utility's emergence from Chapter 11, the Utility redeemed $15 million of preferred stock with mandatory redemption provisions related to 2004, 2003, and 2002.

        Dividends on all Utility preferred stock are cumulative. All shares of preferred stock have voting rights and an equal preference in dividend and liquidation rights. Due to the Utility's Chapter 11 proceeding, the Utility's Board of Directors did not declare or pay preferred stock dividends from January 31, 2001 through emergence from Chapter 11. Upon emergence from Chapter 11 on the Effective Date, the Utility paid approximately $101 million of preferred stock dividends, including approximately $11 million of interest on these dividends, as of December 31, 2004. Upon liquidation or dissolution of the Utility, holders of preferred stock would be entitled to the par value of such shares plus all accumulated and unpaid dividends, as specified for the class and series.

        PG&E Corporation and the Utility adopted the requirements of SFAS No. 150 in 2003. As a result, the Utility reclassified approximately $137 million of preferred stock with mandatory redemption provisions as a noncurrent liability in the Utility's Consolidated Balance Sheets. The reclassification did not have an impact on earnings of PG&E Corporation or the Utility. At December 31, 2004, $122 million of such preferred stock remained on the Utility's Consolidated Balance Sheet.

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