PARTII Item 5. MarketforRegistrant’s CommonEquity,RelatedStockholder Matters andIssuer Purchases of Equity Securities. MarketPriceofOurClassACommonStock Our Class A common stock has been listed on the New York Stock Exchange under the symbol “DWA” since October 28, 2004. Prior to that time, there was no public market for our Class A common stock. The following table sets forth for the periods indicated the high and low sale prices of our Class A common stock on the New York Stock Exchange: 2004 High Low Fourth Quarter (commencing October 28, 2004) ........................... $42.60 $34.77 2005 High Low First Quarter (ending March 24, 2005) ................................... $40.45 $33.38 OnMarch24,2005, the last quoted price per share of our Class A common stock on the NYSE was $39.54. As of March 1, 2005, there were approximately 2,723 stockholders of record. Because many of our shares of commonstock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. Dividend Policy Wecurrently intend to retain all our earnings to finance the growth and development of our business. We do not anticipate paying any dividends on our common stock in the foreseeable future. Any future change in our dividend policy will be made at the discretion of our board of directors and will depend on contractual restrictions contained in our credit facility or other agreements, our results of operations, earnings, capital requirements and other factors considered relevant by our board of directors. UseofProceedsfromSalesofRegistered Securities OnNovember 2, 2004, we closed the sale of a total of 33,350,000 shares of our Class A common stock at a price of $28.00 per share in a firm commitment underwritten initial public offering, of which 25,000,000 shares were sold by us and 8,350,000 shares (including 4,350,000 shares sold to the underwriters pursuant to the underwriters’ exercise of an over-allotment option) were sold by selling stockholders. The offering was effected pursuant to a Registration Statement on Form S-1 (File No. 333-117528), which the Securities and Exchange Commission declared effective on October 27, 2004. The joint book-running managers in the offering were Goldman, Sachs & Co. and J.P. Morgan Securities Inc. Ofthe $700 million in gross proceeds raised by us in the offering: 1. approximately $40.3 million was paid to the underwriters in connection with the underwriting discount; 2. approximately $24.2 million was paid by us in connection with offering expenses, printing fees, listing fees, filing fees, accounting fees and legal fees, and fees and expenses related to the Separation; 3. approximately $325 million was used to repay revolving debt we assumed from DreamWorks Studios in connection with the Separation; 4. approximately $101.4 million was used to repay revolving debt we incurred to purchase films subject to the DreamWorks Studios film securitization facility; 5. approximately $30 million was used to repay debt that we assumed with respect to DreamWorks Studios’ subordinated obligations to Home Box Office, Inc.; and 6. approximately $179.1 million was used for general corporate purposes, including for working capital. 39