Preferred Stock

12 Months Ended

Dec. 31, 2011

Preferred Stock [Abstract]

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.

		December 31,
		2011			2010
			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 A
Non-Cumulative Perpetual Preferred Stock			-	-		100,000	25,001
Series B
Non-Cumulative Perpetual Preferred Stock			-	-		100,000	17,501
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
5.80% Fixed to 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
	Total			10,047,010			10,089,512

		December 31, 2011					December 31, 2010
		Shares					Shares
		issued and		Carrying			issued and			Carrying
(in millions, except shares)		outstanding	Par value		value	Discount	outstanding		Par value	value	Discount
DEP Shares
Dividend Equalization Preferred Shares		96,546	$	-	-	-	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	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
	Total	9,591,931	$	11,971	10,572	1,399	9,566,921	$	9,470	8,071	1,399

• Preferred shares qualify as Tier 1 capital.

In March 2011, the Company issued Series I preferred stock (25,010 shares with a par value of $2.5 billion) to an unconsolidated wholly-owned trust. We have the option to redeemthis Series I Preferred Stock at any time, in whole or in part, at a redemption price equal to $100,000 per share.

In 2011, we redeemed $9.2 billion of trust preferred securities of which $5.8 billion settled in October 2011. Prior to the October 2011 redemption, we had a commitment to issue Series A preferred stock ($2.5 billion) and Series B preferred stock ($1.8 billion) to unconsolidated wholly-owned trusts. Effective with the redemption, the commitment has been eliminated. See Note 8 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 StockAll 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
		December 31,			December 31,		dividend rate
(in millions, except shares)		2011	2010		2011	2010	Minimum	Maximum
ESOP Preferred Stock
$1,000 liquidation preference per share
	2011	370,280	-	$	370	-	9.00	%	10.00
	2010	231,361	287,161		232	287	9.50		10.50
	2008	89,154	104,854		89	105	10.50		11.50
	2007	68,414	82,994		69	83	10.75		11.75
	2006	46,112	58,632		46	59	10.75		11.75
	2005	30,092	40,892		30	41	9.75		10.75
	2004	17,115	26,815		17	27	8.50		9.50
	2003	6,231	13,591		6	13	8.50		9.50
	2002	-	3,443		-	3	10.50		11.50
Total ESOP Preferred Stock (1)		858,759	618,382	$	859	618
Unearned ESOP shares (2)				$	(926)	(663)

• At December 31, 2011 and December 31, 2010, additional paid-in capital included $67 million and $45 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.