| Preferred Stock |
We are authorized to issue 20 million shares of preferred stock and 4 million shares of preference stock, both without par value. Preferred shares outstanding rank senior to common shares both as to dividends and liquidation preference but have no general voting rights. We have not issued any preference shares under this authorization. If issued, preference shares would be limited to one vote per share. Our total issued and outstanding preferred stock includes Dividend Equalization Preferred (DEP) shares and Series I, J, K and L, which are presented in the following two tables, and Employee Stock Ownership Plan (ESOP) Cumulative Convertible Preferred Stock, which is presented in the table on the following page. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | March 31, 2012 and December 31, 2011 | | | | | | | | | | | Liquidation | Shares | | | | | | | | | | | preference | authorized | | | | per share | and designated | | DEP Shares | | | | | Dividend Equalization Preferred Shares | $ | 10 | 97,000 | | Series G | | | | | 7.25% Class A Preferred Stock | | 15,000 | 50,000 | | Series H | | | | | Floating Class A Preferred Stock | | 20,000 | 50,000 | | Series I | | | | | 5.80% Fixed to Floating Class A | | | | | | Preferred Stock | | 100,000 | 25,010 | | Series J | | | | | 8.00% Non-Cumulative Perpetual | | | | | | Class A Preferred Stock | | 1,000 | 2,300,000 | | Series K | | | | | 7.98% Fixed-to-Floating Non-Cumulative | | | | | | Perpetual Class A Preferred Stock | | 1,000 | 3,500,000 | | Series L | | | | | 7.50% Non-Cumulative Perpetual | | | | | | Convertible Class A Preferred Stock | | 1,000 | 4,025,000 | | | Total | | | 10,047,010 | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | March 31, 2012 and December 31, 2011 | | | | | | | | | | | | | | | Shares | | | | | | | | | | | | issued and | | | Carrying | | | (in millions, except shares) | | | | | | outstanding | | Par value | value | Discount | | DEP Shares | | | | | | | | | | | | | Dividend Equalization Preferred Shares | | | | | | | 96,546 | $ | - | - | - | | Series I (1) | | | | | | | | | | | | | 5.80% Fixed to Floating Class A Preferred Stock | | | | | | | 25,010 | | 2,501 | 2,501 | - | | Series J (1) | | | | | | | | | | | | | 8.00% Non-Cumulative Perpetual Class A | | | | | | | | | | | | | | Preferred Stock | | | | | | | 2,150,375 | | 2,150 | 1,995 | 155 | | Series K (1) | | | | | | | | | | | | | 7.98% Fixed-to-Floating Non-Cumulative | | | | | | | | | | | | | | Perpetual Class A Preferred Stock | | | | | | | 3,352,000 | | 3,352 | 2,876 | 476 | | Series L (1) | | | | | | | | | | | | | 7.50% Non-Cumulative Perpetual | | | | | | | | | | | | | | Convertible Class A Preferred Stock | | | | | | | 3,968,000 | | 3,968 | 3,200 | 768 | | | Total | | | | | | | 9,591,931 | $ | 11,971 | 10,572 | 1,399 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
- Preferred shares qualify as Tier 1 capital.
In March 2012, we issued notice to redeem $875 million of trust preferred securities, which were redeemed in April 2012. See Note 7 for additional information on our trust preferred securities. We do not have a commitment to issue Series G or H preferred stock. ESOP Cumulative Convertible Preferred Stock All shares of our ESOP Cumulative Convertible Preferred Stock (ESOP Preferred Stock) were issued to a trustee acting on behalf of the Wells Fargo & Company 401(k) Plan (the 401(k) Plan). Dividends on the ESOP Preferred Stock are cumulative from the date of initial issuance and are payable quarterly at annual rates based upon the year of issuance. Each share of ESOP Preferred Stock released from the unallocated reserve of the 401(k) Plan is converted into shares of our common stock based on the stated value of the ESOP Preferred Stock and the then current market price of our common stock. The ESOP Preferred Stock is also convertible at the option of the holder at any time, unless previously redeemed. We have the option to redeem the ESOP Preferred Stock at any time, in whole or in part, at a redemption price per share equal to the higher of (a) $1,000 per share plus accrued and unpaid dividends or (b) the fair market value, as defined in the Certificates of Designation for the ESOP Preferred Stock. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued and outstanding | | | Carrying value | | Adjustable | | | | | | | | | March 31, | December 31, | | | March 31, | December 31, | | dividend rate | | (in millions, except shares) | 2012 | 2011 | | | 2012 | | 2011 | | Minimum | Maximum | | ESOP Preferred Stock | | | | | | | | | | | | | $1,000 liquidation preference per share | | | | | | | | | | | | | | 2012 | | | | | 670,306 | - | | $ | 670 | | - | | 10.00 | % | 11.00 | | | 2011 | | | | | 370,280 | 370,280 | | | 370 | | 370 | | 9.00 | | 10.00 | | | 2010 | | | | | | 231,361 | 231,361 | | | 232 | | 232 | | 9.50 | | 10.50 | | | 2008 | | | | | | 89,154 | 89,154 | | | 89 | | 89 | | 10.50 | | 11.50 | | | 2007 | | | | | | 68,414 | 68,414 | | | 69 | | 69 | | 10.75 | | 11.75 | | | 2006 | | | | | | 46,112 | 46,112 | | | 46 | | 46 | | 10.75 | | 11.75 | | | 2005 | | | | | | 30,092 | 30,092 | | | 30 | | 30 | | 9.75 | | 10.75 | | | 2004 | | | | | | 17,115 | 17,115 | | | 17 | | 17 | | 8.50 | | 9.50 | | | 2003 | | | | | | 6,231 | 6,231 | | | 6 | | 6 | | 8.50 | | 9.50 | | Total ESOP Preferred Stock (1) | 1,529,065 | 858,759 | | $ | 1,529 | | 859 | | | | | | Unearned ESOP shares (2) | | | | $ | (1,659) | | (926) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
- At March 31, 2012, and December 31, 2011, additional paid-in capital included $130 million and $67 million, respectively, related to preferred stock.
- We recorded a corresponding charge to unearned ESOP shares in connection with the issuance of the ESOP Preferred Stock. The unearned ESOP shares are reduced as shares of the ESOP Preferred Stock are committed to be released.
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