EXHIBIT 11
PG&E CORPORATION
COMPUTATION OF EARNINGS PER COMMON SHARE
| | Three months ended | | Six months ended |
| | June 30, | | June 30, |
| -------------------------- | | ------------------------- |
(in millions, except per share amounts) | 2002 | | 2001 | | 2002 | | 2001 |
| ----------- | | ---------- | | ---------- | | ---------- |
Income (Loss) from continuing operations | $ | 279 | | $ | 750 | | $ | 910 | | $ | (201) |
Cumulative effect of accounting change | (61) | | - | | (61) | | - |
| ----------- | | ---------- | | ---------- | | ---------- |
Net Income (Loss) | 218 | | 750 | | 849 | | (201) |
| ----------- | | ---------- | | ---------- | | ---------- |
Interest expense on 7.50% Convertible Subordinated Notes(1) | - | | - | | - | | - |
| ----------- | | ---------- | | ---------- | | ---------- |
Net Income (Loss) for Diluted Calculations | $ | 218 | | $ | 750 | | $ | 849 | | $ | (201) |
| ======= | | ====== | | ====== | | ====== |
| | | | | | | |
Weighted average common shares outstanding(2) | 366 | | 363 | | 365 | | 363 |
Add: | Employee Stock Options and PG&E Corporation | | | | | | | |
| shares held by grantor trusts(3) | 5 | | - | | 5 | | - |
| PG&E Corporation Warrants(4) | - | | - | | - | | - |
| 7.50% Convertible Subordinated Notes | 1 | | - | | - | | - |
| ----------- | | ---------- | | ---------- | | ---------- |
Shares outstanding for diluted calculations | 372 | | 363 | | 370 | | 363 |
| ======= | | ====== | | ====== | | ====== |
Earnings (Loss) Per Common Share, Basic(5) | | | | | | | |
Income (Loss) from continuing operations | $ | 0.76 | | $ | 2.07 | | $ | 2.50 | | $ | (0.55) |
Cumulative effect of accounting change | (0.16) | | - | | (0.17) | | - |
| ----------- | | ---------- | | ---------- | | ---------- |
Net earnings (loss) | $ | 0.60 | | $ | 2.07 | | $ | 2.33 | | $ | (0.55) |
| ======= | | ====== | | ====== | | ====== |
Earnings (Loss) Per Common Share, Diluted(5) | | | | | | | |
Income (Loss) from continuing operations | $ | 0.75 | | $ | 2.07 | | $ | 2.46 | | $ | (0.55) |
Cumulative effect of accounting change | (0.16) | | - | | (0.17) | | - |
| ----------- | | ---------- | | ---------- | | ---------- |
Net earnings (loss) | $ | 0.59 | | $ | 2.07 | | $ | 2.29 | | $ | (0.55) |
| ======= | | ====== | | ====== | | ====== |
| | | | | | | |
(1) Interest expense, including amortization of the discount, on the 7.50% Convertible Subordinated Notes, issued in connection with the PG&E Corporation's amended and restated credit agreement (see Note 4), for the three and six months ended June 30, 2002, was $232,276, net of income tax of $159,724. These notes were issued on June 25, 2002.
(2) Weighted average common shares outstanding exclude shares held by a subsidiary of PG&E Corporation (23,815,500 shares at June 30, 2002 and 2001, respectively) and PG&E Corporation shares held by grantor trusts to secure deferred compensation obligations (281,985 shares at June 30, 2002 and 2001,respectively).
(3)The diluted share base for the six months ended June 30, 2001, excludes incremental shares of approximately 290,365 related to employee stock options and PG&E Corporation shares held by grantor trusts, due to the antidilutive effect of the loss from continuing operations.
(4) The incremental shares associated with PG&E Corporation Warrants, issued in connection with Tranche B of PG&E Corporation's amended and restated credit agreement (see Note 4), for the three and six months ended June 30, 2002, were 157,995 and 79,433 shares, respectively.
(5) This presentation is submitted in accordance with Item 601(b)(11) of Regulation S-K and Statement of Financial Accounting Standards No. 128.