Wells Fargo 2014 Annual Report Download - page 239

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
Dec 31, Dec 31, Dec 31, Dec 31, Adjustable dividend rate
(in millions, except shares) 2014 2013 2014 2013 Minimum Maximum
ESOP Preferred Stock
$1,000 liquidation preference per share
2014 352,158 — $ 352 — 8.70% 9.70
2013 288,000 349,788 288 350 8.50 9.50
2012 189,204 217,404 189 217 10.00 11.00
2011 205,263 241,263 205 241 9.00 10.00
2010 141,011 171,011 141 171 9.50 10.50
2008 42,204 57,819 42 58 10.50 11.50
2007 24,728 39,248 25 39 10.75 11.75
2006 8,719 21,139 9 21 10.75 11.75
2005 — 7,992 — 8 9.75 10.75
Total ESOP Preferred Stock (1) 1,251,287 1,105,664 $ 1,251 1,105
Unearned ESOP shares (2) $ (1,360) (1,200)
(1) At December 31, 2014 and December 31,2013, additional paid-in capital included $109 million and $95 million, respectively, related to ESOP preferred stock.
(2) 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.
237