Wells Fargo 2009 Annual Report Download - page 163

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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
Note 17: Preferred Stock
preference but have no general voting rights. We have not
issued any preference shares under this authorization.
The following table provides detail of preferred stock.
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. Under its terms, the Series D Preferred Stock paid
cumulative dividends at a rate of 5% per year for the first five
years. After obtaining the applicable regulatory approvals,
on December 23, 2009, we redeemed the Series D Preferred
Stock by paying the Treasury $25.13 billion, equal to the liqui-
dation preference plus accrued but unpaid dividends to the
date of redemption. In connection with the Series D Preferred
Stock redemption, in the fourth quarter of 2009, we fully
accreted the remaining discount at the time of redemption,
or approximately $1.9 billion.
December 31, 2009 December 31, 2008
Shares
issued and Carrying Carrying
(in millions, except shares) outstanding Par value value Discount value Discount
Series D (1)
Fixed Rate Cumulative Perpetual Preferred Stock,
Series D, $1,000,000 liquidation preference
per share, 25,000 shares authorized —$——— 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 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 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 3,200 768
Total 9,566,921 $9,470 8,071 1,399 30,812 3,658
(1) Series 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 value is par value adjusted to fair value in purchase accounting.