Preferred Stock

9 Months Ended

Sep. 30, 2013

Note 14: 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, L, N, O, P and Q which are presented in the following two tables, and Employee Stock Ownership Plan (ESOP) Cumulative Convertible Preferred Stock, which is presented in the second table below and the table on the following page.



		September 30, 2013			December 31, 2012
			Liquidation	Shares		Liquidation	Shares
			preference	authorized		preference	authorized
			per share	and designated		per share	and designated
DEP Shares
Dividend Equalization Preferred Shares		$	10	97,000	$	10	97,000
Series G
7.25% Class A Preferred Stock			15,000	50,000		15,000	50,000
Series H
Floating Class A Preferred Stock			20,000	50,000		20,000	50,000
Series I
Floating Class A Preferred Stock			100,000	25,010		100,000	25,010
Series J
8.00% Non-Cumulative Perpetual Class A Preferred Stock			1,000	2,300,000		1,000	2,300,000
Series K
7.98% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock			1,000	3,500,000		1,000	3,500,000
Series L
7.50% Non-Cumulative Perpetual Convertible Class A Preferred Stock			1,000	4,025,000		1,000	4,025,000
Series N
5.20% Non-Cumulative Perpetual Class A Preferred Stock			25,000	30,000		25,000	30,000
Series O
5.125% Non-Cumulative Perpetual Class A Preferred Stock			25,000	27,600		25,000	27,600
Series P
5.25% Non-Cumulative Perpetual Class A Preferred Stock			25,000	26,400		-	-
Series Q
5.85% Non-Cumulative Perpetual Class A Preferred Stock			25,000	69,000		-	-
	Total			10,200,010			10,104,610



		September 30, 2013					December 31, 2012
		Shares					Shares
		issued and		Par	Carrying		issued and		Par	Carrying
(in millions, except shares)		outstanding		value	value	Discount	outstanding		value	value	Discount
DEP Shares
Dividend Equalization Preferred Shares		96,546	$	-	-	-	96,546	$	-	-	-
Series I (1)
Floating Class A Preferred Stock		25,010		2,501	2,501	-	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	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	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	3,968,000		3,968	3,200	768
Series N (1)
5.20% Non-Cumulative Perpetual Class A Preferred Stock		30,000		750	750	-	30,000		750	750	-
Series O (1)
5.125% Non-Cumulative Perpetual Class A Preferred Stock		26,000		650	650	-	26,000		650	650	-
Series P (1)
5.25% Non-Cumulative Perpetual Class A Preferred Stock		25,000		625	625	-	-		-	-	-
Series Q (1)
5.85% Non-Cumulative Perpetual Class A Preferred Stock		69,000		1,725	1,725	-	-		-	-	-
ESOP
Cumulative Convertible Preferred Stock		1,227,182		1,227	1,227	-	910,934		911	911	-
	Total	10,969,113	$	16,948	15,549	1,399	10,558,865	$	14,282	12,883	1,399

Preferred shares qualify as Tier 1 capital.

In March 2013, we issued 25 million Depositary Shares, each representing a 1/1,000th interest in a share of the Non-Cumulative Perpetual Class A Preferred Stock, Series P, for an aggregate public offering price of $625 million.

In July 2013, we issued 69 million Depositary Shares, each representing a 1/1,000th interest in a share of the Non-Cumulative Perpetual Class A Preferred Stock, Series Q, for an aggregate public offering price of $1.7 billion.

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
		Sept. 30,	Dec. 31,		Sept. 30,	Dec. 31,	dividend rate
(in millions, except shares)		2013	2012		2013	2012	Minimum	Maximum
ESOP Preferred Stock
$1,000 liquidation preference per share
	2013	434,007	-	$	434	-	8.50	%	11.00
	2012	224,454	245,604		224	246	10.00		11.00
	2011	250,263	277,263		250	277	9.00		10.00
	2010	178,511	201,011		179	201	9.50		10.50
	2008	61,724	73,434		62	73	10.50		11.50
	2007	42,878	53,768		43	54	10.75		11.75
	2006	24,244	33,559		24	34	10.75		11.75
	2005	11,101	18,882		11	19	9.75		10.75
	2004	-	7,413		-	7	8.50		9.50
Total ESOP Preferred Stock (1)		1,227,182	910,934	$	1,227	911
Unearned ESOP shares (2)				$	(1,332)	(986)

At September 30, 2013 and December 31, 2012, additional paid-in capital included $105 million and $75 million, respectively, related to ESOP 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.