Wells Fargo 2008 Annual Report Download - page 146

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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
Note 18: Preferred Stock
have no general voting rights. We have not issued any
preference shares under this authorization.
The following table provides detail of preferred stock
at December 31, 2008.
(in millions, except shares) December 31, 2008
Shares Par Carrying Discount
issued and value amount
outstanding
Series D
(1)
Fixed Rate Cumulative Perpetual Preferred Stock, Series D,
$1,000,000 liquidation preference per share, 25,000 shares authorized 25,000 $25,000 $22,741 $2,259
DEP Shares
Dividend Equalization Preferred Shares,
$10 liquidation preference per share, 97,000 shares authorized 96,546 — — —
Series J
(1)(2)
8.00% Non-Cumulative Perpetual Class A Preferred Stock, Series J,
$1,000 liquidation preference per share, 2,300,000 shares authorized 2,150,375 2,150 1,995 155
Series K
(1)(2)
7.98% Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock, Series K,
$1,000 liquidation preference per share, 3,500,000 shares authorized 3,352,000 3,352 2,876 476
Series L
(1)(2)
7.50% Non-Cumulative Perpetual Convertible Class A Preferred Stock, Series L,
$1,000 liquidation preference per share, 4,025,000 shares authorized 3,968,000 3,968 3,200 768
TOTAL 9,591,921 $34,470 $30,812 $3,658
(1) Series D, J, K and L preferred shares qualify as Tier 1 capital.
(2) In conjunction with the acquisition of Wachovia, at December 31, 2008, shares of Series J, K and L perpetual preferred stock were converted into shares of a corresponding
series of Wells Fargo preferred stock having substantially the same rights and preferences. The carrying amount is par value adjusted to fair value in purchase accounting.
In addition to the preferred stock issued and outstanding
described in the table above, we have the following preferred
stock authorized with no shares issued and outstanding:
• Series A – Non-Cumulative Perpetual Preferred Stock,
Series A, $100,000 liquidation preference per share,
25,001 shares authorized
• Series B – Non-Cumulative Perpetual Preferred Stock,
Series B, $100,000 liquidation preference per share,
17,501 shares authorized
• Series G – 7.25% Class A Preferred Stock, Series G,
$15,000 liquidation preference per share,
50,000 shares authorized
• Series H – Floating Class A Preferred Stock, Series H,
$20,000 liquidation preference per share,
50,000 shares authorized
• Series I – 5.80% Fixed to Floating Class A Preferred Stock,
Series I, $100,000 liquidation preference per share,
25,010 shares authorized
PREFERRED STOCK ISSUED TO THE DEPARTMENT OF THE
TREASURY On October 28, 2008, we issued to the United
States Department of the Treasury 25,000 shares of our Fixed
Rate Cumulative Perpetual Preferred Stock, Series D without
par value, having a liquidation preference per share equal to
$1,000,000. The Series D Preferred Stock pays cumulative
dividends at a rate of 5% per year for the first five years and
thereafter at a rate of 9% per year. After three years, we may,
at our option, subject to any necessary bank regulatory
approval, redeem the Series D Preferred Stock at par value
plus accrued and unpaid dividends. The Series D Preferred
Stock is generally non-voting. Prior to October 28, 2011,
unless we have redeemed the Series D Preferred Stock or the
Treasury has transferred all of the Series D Preferred Stock to
third parties, the consent of the Treasury will be required for
us to declare or pay any dividends or make any distribution
on our common stock, other than regular quarterly cash
dividends not exceeding $0.34 or dividends payable only in
shares of its common stock, or repurchase our common stock
or other equity or capital securities, other than in connection
with benefit plans consistent with past practice and certain