Obligation Wells Fargo & Company 5.875% ( US949746RN35 ) en USD

Société émettrice Wells Fargo & Company
Prix sur le marché refresh price now   99.95 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US949746RN35 ( en USD )
Coupon 5.875% par an ( paiement semestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Wells Fargo US949746RN35 en USD 5.875%, échéance Perpétuelle


Montant Minimal 1 000 USD
Montant de l'émission 2 000 000 000 USD
Cusip 949746RN3
Notation Standard & Poor's ( S&P ) BB+ ( Spéculatif )
Prochain Coupon 15/09/2026 ( Dans 163 jours )
Description détaillée Wells Fargo est une société financière américaine offrant des services bancaires, d'investissement et de gestion de patrimoine à des particuliers et des entreprises.

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US949746RN35, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US949746RN35, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).







Prospectus Supplement to Prospectus Dated May 5, 2014
Wells Fargo & Company
2,000,000 Depositary Shares, Each Representing a 1/25th Interest in a Share of
5.875% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock,
Series U
Wells Fargo & Company is offering 2,000,000 depositary shares, each representing a 1/25th interest in a share of
5.875% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series U, no par value, with a liquidation
preference amount of $25,000 per share (equivalent to $1,000 per depositary share) (the "Series U Preferred Stock"). Each
depositary share entitles the holder, through the depositary, to a proportional fractional interest in all rights, powers and
preferences of the Series U Preferred Stock represented by the depositary share.
Dividends on the Series U Preferred Stock, when, as and if declared by our board of directors or a duly authorized
committee of the board, will accrue and be payable on the liquidation preference amount of $25,000 per share, on a
non-cumulative basis (i) from the date of issuance to, but excluding, June 15, 2025, semi-annually in arrears on the 15th day of
each June and December, commencing June 15, 2015, at an annual rate of 5.875%, and (ii) from, and including, June 15, 2025,
quarterly in arrears on the 15th day of each March, June, September and December, commencing September 15, 2025, at an
annual rate equal to three-month LIBOR plus 3.99%. If our board of directors or a duly authorized committee of the board has
not declared a dividend on the Series U Preferred Stock before the dividend payment date for any dividend period, such dividend
shall not be cumulative and shall not accrue or be payable for such dividend period, and we will have no obligation to pay
dividends for such dividend period, whether or not dividends on the Series U Preferred Stock are declared for any future dividend
period.
The Series U Preferred Stock may be redeemed by us at our option in whole, or in part, on June 15, 2025, or on any
dividend payment date thereafter, at a redemption price equal to $25,000 per share of Series U Preferred Stock (equivalent to
$1,000 per depositary share), plus an amount equal to any declared and unpaid dividends, without accumulation of any
undeclared dividends. The Series U Preferred Stock may also be redeemed by us at our option in whole, but not in part, prior to
June 15, 2025, upon the occurrence of a "regulatory capital treatment event," as described herein, at a redemption price equal to
$25,000 per share of Series U Preferred Stock (equivalent to $1,000 per depositary share), plus an amount equal to any declared
and unpaid dividends, without accumulation of any undeclared dividends.
The depositary shares will not be listed on any securities exchange or automated quotation system.
The depositary shares are unsecured securities of Wells Fargo & Company. The depositary shares are not
savings accounts, deposits, or other obligations of a depository institution and are not insured by the Federal Deposit
Insurance Corporation, the Deposit Insurance Fund or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory
body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Investing in the depositary shares involves risks. See "Risk Factors" beginning on page S-10.
Proceeds, before
Underwriting
expenses, to
Public Offering Price
Discount
Wells Fargo
Per Depositary Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,000
$
10
$
990
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,000,000,000
$20,000,000
$1,980,000,000
The underwriters expect to deliver the depositary shares in book-entry form through the facilities of The Depository
Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and
Clearstream Banking société anonyme on January 23, 2015.
Because our affiliate, Wells Fargo Securities, LLC, is participating in sales of the depositary shares, the offering is
being conducted in compliance with the Financial Industry Regulatory Authority ("FINRA") Rule 5121, as administered by
FINRA.
Sole Book Running Manager
Wells Fargo Securities
Prospectus Supplement dated January 15, 2015


ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus, any
related free writing prospectus prepared by us or on our behalf and the documents incorporated by
reference in this prospectus supplement. These documents contain information you should consider when
making your investment decision. You should rely only on the information contained in this prospectus
supplement, the accompanying prospectus, any related free writing prospectus prepared by us or on our
behalf and the documents they incorporate by reference. We have not, and the underwriters have not,
authorized anyone to provide you with different or additional information. If anyone provides you with
different or inconsistent information, you should not rely on it.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the depositary shares. This prospectus supplement and the
accompanying prospectus may only be used where it is legal to sell the depositary shares and do not constitute an
offer to sell or a solicitation of an offer to buy such depositary shares in any circumstances in which such offer or
solicitation is unlawful. The distribution of this prospectus supplement and the accompanying prospectus and the
offering of the depositary shares in certain jurisdictions may be restricted by law. Persons into whose possession
this prospectus supplement and the accompanying prospectus come should inform themselves about and observe
any such restrictions.
Information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus may change after the date on the front of the applicable document. You should not
interpret the delivery of this prospectus supplement and the accompanying prospectus, or the offering and sale of
the depositary shares, as an indication that there has been no change in our affairs since those dates.
WELLS FARGO & COMPANY
We are a diversified, community-based financial services company organized under the laws of the
State of Delaware and registered as a financial holding company and a bank holding company under the Bank
Holding Company Act of 1956, as amended. We provide banking, insurance, trust and investments, mortgage
banking, investment banking, retail banking, brokerage and consumer finance through banking stores and offices,
ATMs, the internet and other distribution channels to individuals, businesses and institutions in all 50 states, the
District of Columbia and elsewhere internationally to support customers who conduct business in the global
economy. When we refer to "Wells Fargo," "we," "our" and "us" in this prospectus supplement, we mean only
Wells Fargo & Company, and not Wells Fargo & Company together with any of its subsidiaries, unless the
context indicates otherwise.
We are a separate and distinct legal entity from our banking and other subsidiaries. A significant
source of funds to pay dividends on our common and preferred stock and debt service on our debt is dividends
from our subsidiaries. Various federal and state statutes and regulations limit the amount of dividends that our
banking and other subsidiaries may pay to us without regulatory approval.
S-2


SUMMARY
The following information about the depositary shares and the Series U Preferred Stock summarizes,
and should be read in conjunction with, the information contained in this prospectus supplement and in the
accompanying prospectus. It may not contain all the information that is important to you. You should carefully
read this prospectus supplement and the accompanying prospectus to understand fully the terms of the depositary
shares and other considerations that are important to you in making a decision about whether to invest in the
depositary shares. To the extent the information in this prospectus supplement is inconsistent with the
information in the accompanying prospectus, you should rely on the information in this prospectus supplement.
You should pay special attention to the "Risk Factors" section of this prospectus supplement to determine
whether an investment in the depositary shares is appropriate for you.
Issuer
Wells Fargo & Company
Securities Offered
We are offering 2,000,000 depositary shares, each
representing a 1/25th interest in a share of Series U
Preferred Stock. Each holder of depositary shares will be
entitled, through the depositary, in proportion to the
applicable fraction of a share of Series U Preferred Stock
represented by such depositary shares, to all the rights,
powers and preferences of the Series U Preferred Stock
represented thereby, including dividend, voting,
redemption and liquidation rights, and subject to the
limitations, qualifications and restrictions thereof.
We may elect from time to time to issue additional shares
of Series U Preferred Stock and depositary shares
representing interests in such shares, without notice to, or
consent from, the existing holders of Series U Preferred
Stock or holders of the depositary shares, and all those
additional shares would be deemed to form a single series
with the Series U Preferred Stock, described by this
prospectus supplement and the accompanying prospectus.
Ranking
The Series U Preferred Stock will rank equally with our
parity stock (as defined below in "Description of the
Series U Preferred Stock--Dividends") as to payment of
dividends and distribution of assets upon our liquidation,
dissolution or winding up. The Series U Preferred Stock
will rank senior to our common stock, and any of our
other stock that is expressly made junior to the Series U
Preferred Stock, as to payment of dividends and/or
distribution of assets upon our liquidation, dissolution or
winding up. We may, from time to time, create and issue
additional shares of preferred stock and shares of
preference stock ranking equally with the Series U
Preferred Stock as to dividends and/or distribution of
assets upon our liquidation, dissolution or winding up. We
may also create and issue shares of preferred stock and
preference stock ranking senior to the Series U Preferred
S-3


Stock as to dividends and/or distribution of assets upon
our liquidation, dissolution or winding up with the
requisite consent of the holders of the Series U Preferred
Stock and our parity stock entitled to vote thereon. In
addition, we may, from time to time, issue additional
shares of preferred stock that rank junior to the Series U
Preferred Stock.
Dividends
Dividends on the Series U Preferred Stock, when, as and if
declared by our board of directors or a duly authorized
committee of the board, will accrue and be payable out of
legally available funds on the liquidation preference
amount of $25,000 per share, on a non-cumulative basis
(i) from the date of issuance to, but excluding, June 15,
2025, semi-annually in arrears on the 15th day of each
June and December, commencing June 15, 2015, at an
annual rate of 5.875%, and (ii) from, and including,
June 15, 2025, quarterly in arrears on the 15th day of each
March, June, September and December, commencing
September 15, 2025, at an annual rate equal to three-
month LIBOR plus 3.99%; provided that dividends not
declared with respect to any dividend period (as defined
below) shall not be cumulative. Any dividends paid with
respect to the Series U Preferred Stock will be distributed
to holders of the depositary shares in the manner described
under "Description of the Depositary Shares--Dividends
and Other Distributions."
A "dividend period" is the period from, and including, a
dividend payment date (as defined below) to, but excluding,
the next dividend payment date, except for the initial
dividend period, which will be the period from, and
including, January 23, 2015 to, but excluding, June 15, 2015.
If our board of directors or a duly authorized committee of
the board has not declared a dividend on the Series U
Preferred Stock before the dividend payment date for any
dividend period, such dividend shall not be cumulative and
shall not accrue or be payable for such dividend period, and
we will have no obligation to pay dividends for such
dividend period, whether or not dividends on the Series U
Preferred Stock are declared for any future dividend period.
So long as any shares of Series U Preferred Stock remain
outstanding,
(1) no dividend shall be declared and paid or set
aside for payment and no distribution shall be declared
and made or set aside for payment on any common stock,
and no shares of common stock shall be repurchased,
S-4


redeemed or otherwise acquired for consideration by us,
directly or indirectly, nor shall any monies be paid to or
made available for a sinking fund for the redemption of
any such common stock by us (other than (i) a dividend
payable in common stock or (ii) the acquisition of shares
of common stock in exchange for, or through application
of proceeds of the sale of, shares of common stock);
(2) no dividend shall be declared and paid or set
aside for payment and no distribution shall be declared
and made or set aside for payment on any junior stock (as
defined below in "Description of the Series U Preferred
Stock--Dividends") other than common stock, and no
shares of junior stock other than common stock shall be
repurchased, redeemed or otherwise acquired for
consideration by us, directly or indirectly, nor shall any
monies be paid to or made available for a sinking fund for
the redemption of any such junior stock other than
common stock by us (other than (i) a dividend payable
solely in shares of junior stock, (ii) any dividend in
connection with the implementation of a stockholder
rights plan, or the redemption or repurchase of any rights
under any such plan, (iii) any dividend in the form of
stock, warrants, options or other rights where the dividend
stock or stock issuable upon exercise of such warrants,
options or other rights is the same stock as that on which
the dividend is being paid or ranks equally with or junior
to such stock, (iv) as a result of a reclassification of junior
stock other than common stock for or into other junior
stock, (v) the exchange or conversion of one share of
junior stock other than common stock for or into another
share of junior stock, (vi) through the use of proceeds of a
substantially contemporaneous sale of other shares of
junior stock, (vii) any purchase, redemption or other
acquisition of junior stock other than common stock
pursuant to any employee, consultant or director incentive
or benefit plan or arrangement (including any
employment, severance or consulting arrangements) of
ours or of any of our subsidiaries adopted before or after
the date of this prospectus supplement, (viii) any purchase
of fractional interests in shares of our junior stock other
than common stock pursuant to the conversion or
exchange provisions of such junior stock other than
common stock or the securities being converted or
exchanged, (ix) the purchase of our junior stock other than
common stock by Wells Fargo Securities, LLC, or any
other affiliate of ours, in connection with the distribution
thereof or (x) the purchase of our junior stock other than
common stock by Wells Fargo Securities, LLC, or any
other affiliate of ours, in connection with market-making
S-5


or other secondary market activities in the ordinary course
of business); and
(3) no shares of parity stock will be repurchased,
redeemed or otherwise acquired for consideration by us
otherwise than pursuant to pro rata offers to purchase all,
or a pro rata portion, of the Series U Preferred Stock and
such parity stock during a dividend period (other than
(i) as a result of a reclassification of parity stock for or
into other parity stock or junior stock, (ii) the exchange or
conversion of one share of parity stock for or into another
share of parity stock or junior stock, (iii) through the use
of proceeds of a substantially contemporaneous sale of
other shares of parity stock or junior stock, (iv) any
purchase, redemption or other acquisition of parity stock
pursuant to any employee, consultant or director incentive
or benefit plan or arrangement (including any
employment, severance or consulting arrangements) of
ours or of any of our subsidiaries adopted before or after
the date of this prospectus supplement, (v) any purchase of
fractional interests in shares of our parity stock pursuant to
the conversion or exchange provisions of such parity stock
or the securities being converted or exchanged, (vi) the
purchase of our parity stock by Wells Fargo Securities,
LLC, or any other affiliate of ours, in connection with the
distribution thereof or (vii) the purchase of our parity
stock by Wells Fargo Securities, LLC, or any other
affiliate of ours, in connection with market-making or
other secondary market activities in the ordinary course of
business),
unless, in each case, the full dividends for the then-current
dividend period on all outstanding shares of the Series U
Preferred Stock have been declared and paid or declared
and a sum sufficient for the payment of those dividends
has been set aside.
Except as provided below, for so long as any share of
Series U Preferred Stock remains outstanding, we will not
declare, pay or set aside for payment, dividends on any
parity stock unless we have paid in full, or set aside
payment in full, all dividends for the then-current dividend
period for outstanding shares of Series U Preferred Stock.
To the extent that we declare dividends on the Series U
Preferred Stock and on any parity stock but cannot make
full payment of those declared dividends, we will allocate
the dividend payments on a proportional basis among the
holders of shares of Series U Preferred Stock and the
holders of any parity stock where the terms of such parity
stock provide similar dividend rights.
S-6


Subject to the conditions described above, and not
otherwise, dividends (payable in cash, stock or otherwise),
as may be determined by our board of directors or a duly
authorized committee of the board, may be declared and
paid on our common stock, and any other securities ranking
equally with or junior to the Series U Preferred Stock, from
time to time out of any assets legally available for such
payment, and the holders of the Series U Preferred Stock
shall not be entitled to participate in those dividends.
See "Description of the Series U Preferred Stock--
Dividends" for more information about the payment of
dividends.
Dividend Payment Dates
Semi-annually on the 15th day of each June and December,
commencing June 15, 2015 and ending June 15, 2025, and
quarterly on the 15th day of each March, June, September
and December, commencing September 15, 2025 (each a
"dividend payment date"). If any date on or prior to
June 15, 2025 on which dividends otherwise would be
payable is not a business day (as defined below under
"Description of the Series U Preferred Stock--
Dividends"), then the dividend payment date will be the
next succeeding business day, without interest or other
payment in respect of such delay. If any date after
June 15, 2025 on which dividends would otherwise be
payable is not a business day, then payment of any
dividend payable on such date will be made on the next
succeeding business day unless that day falls in the next
calendar month, in which case the dividend payment date
will be the immediately preceding business day, and
dividends will accrue to the actual payment date.
Liquidation Rights
In the event of our voluntary or involuntary liquidation,
dissolution or winding up, the holders of the Series U
Preferred Stock are entitled to receive out of our assets
available for distribution to stockholders, before any
distribution of assets is made to holders of our common
stock or any of our other stock ranking junior to the
Series U Preferred Stock as to such distribution, a
liquidating distribution of $25,000 per share of Series U
Preferred Stock (equivalent to $1,000 per depositary
share), plus an amount equal to any declared and unpaid
dividends, without accumulation of any undeclared
dividends. Distributions will be made only to the extent of
our assets remaining available after satisfaction of all
liabilities to creditors and subject to the rights of holders
of any securities ranking senior to the Series U Preferred
Stock and pro rata as to the Series U Preferred Stock and
shares of our parity stock as to such distribution.
S-7


See "Description of the Series U Preferred Stock--
Liquidation Rights" for more information about
liquidation rights.
Optional Redemption
Subject to applicable law, the Series U Preferred Stock
may be redeemed by us at our option in whole, or in part,
on June 15, 2025, or on any dividend payment date
thereafter, at a redemption price equal to $25,000 per
share of Series U Preferred Stock (equivalent to
$1,000 per depositary share), plus an amount equal to any
declared and unpaid dividends, without accumulation of
any undeclared dividends. Subject to applicable law, the
Series U Preferred Stock may also be redeemed by us at
our option in whole, but not in part, prior to June 15, 2025,
upon the occurrence of a "regulatory capital treatment
event," as described herein, at a redemption price equal to
$25,000 per share of Series U Preferred Stock (equivalent
to $1,000 per depositary share), plus an amount equal to
any declared and unpaid dividends, without accumulation
of any undeclared dividends.
Our right to redeem the Series U Preferred Stock is subject
to limitations. Under the risk-based capital guidelines of
the Board of Governors of the Federal Reserve System
(the "Federal Reserve Board") applicable to bank holding
companies, any redemption of the Series U Preferred
Stock is subject to the prior approval of the Federal
Reserve Board. Our redemption of the Series U Preferred
Stock will cause the redemption of the corresponding
depositary shares.
Neither the holders of the Series U Preferred Stock nor the
holders of the related depositary shares will have the right
to require redemption.
See "Description of the Series U Preferred Stock--
Optional Redemption" for more information about
optional redemption.
Voting Rights
The holders of shares of the Series U Preferred Stock do
not have voting rights, except in the case of certain
failures by our board of directors to declare dividends, as
specifically required by Delaware law and as otherwise set
forth herein. Holders of depositary shares must act
through the depositary to exercise any voting rights. For
more information about voting rights, see "Description of
the Series U Preferred Stock--Voting Rights" and
"Description of the Depositary Shares--Voting the
Series U Preferred Stock."
S-8


Maturity
The Series U Preferred Stock does not have a maturity
date, and we are not required to redeem the Series U
Preferred Stock. Accordingly, the Series U Preferred
Stock will remain outstanding indefinitely, unless and
until we decide to redeem it.
Preemptive and Conversion Rights
The holders of the shares of our Series U Preferred Stock
do not have any preemptive or conversion rights.
No Listing
The depositary shares will not be listed on any securities
exchange or automated quotation system.
Depositary, Transfer Agent and Registrar
Wells Fargo Bank, N.A. will serve as depositary, transfer
agent and registrar for the Series U Preferred Stock and as
transfer agent and registrar for the depositary shares.
Calculation Agent
Wells Fargo Securities, LLC will serve as calculation
agent.
Tax Consequences
For a discussion of the tax consequences relating to the
Series U Preferred Stock, see "Certain U.S. Federal
Income Tax Considerations" herein and in the
accompanying prospectus.
Use of Proceeds
See "Use of Proceeds" in the accompanying prospectus.
Conflicts of Interest
The representative of the underwriters, Wells Fargo
Securities, LLC, is our affiliate and is a member of
FINRA. The distribution arrangements for this offering
comply with the requirements of FINRA Rule 5121
regarding a FINRA member firm's participation in the
distribution of securities of an affiliate. In accordance with
Rule 5121, no FINRA member that has a conflict of
interest under Rule 5121 may make sales in this offering
to any discretionary account without the prior approval of
the customer. Our affiliates, including Wells Fargo
Securities, LLC, may use this prospectus supplement and
the accompanying prospectus in connection with offers
and sales of the depositary shares in the secondary market.
These affiliates may act as principal or agent in those
transactions. Secondary market sales will be made at
prices related to market prices at the time of sale.
S-9


RISK FACTORS
Your investment in our depositary shares involves risks. This prospectus supplement does not describe
all of those risks. Before purchasing any depositary shares, you should carefully consider the risk factors
contained in the accompanying prospectus and the following risk factors, in addition to the other information
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus,
including the discussion under "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2013, as such discussion may be amended or updated in our Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 and in other reports filed by us with
the SEC (other than the portions of those documents not deemed to be filed).
You are making an investment decision about the depositary shares as well as our Series U Preferred
Stock.
As described in this prospectus supplement, we are issuing fractional interests in shares of our
Series U Preferred Stock in the form of depositary shares. Accordingly, the depositary will rely solely on the
dividend payments it receives on the Series U Preferred Stock from us to fund all dividend payments on the
depositary shares. You should carefully review the information in this prospectus supplement and the
accompanying prospectus regarding our depositary shares and Series U Preferred Stock.
Our ability to pay dividends on the Series U Preferred Stock, and therefore your ability to receive dividend
payments on the depositary shares, may be limited by federal regulatory considerations and the results of
operations of our subsidiaries.
We are incorporated in Delaware and governed by the General Corporation Law of the State of
Delaware and our ability to make dividend payments is subject to the laws of Delaware. We are also a regulated
bank holding company, and we conduct substantially all of our operations through our banking and other
subsidiaries. Our ability to make dividend payments on the Series U Preferred Stock is subject to various
regulatory limitations, including limitations on our ability to receive dividends and other distributions from our
subsidiaries.
Delaware law allows a corporation to pay dividends only out of surplus, as determined under
Delaware law or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declared
and for the preceding fiscal year. Under Delaware law, however, we cannot pay dividends out of net profits if,
after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of all
classes having a preference upon the distribution of assets.
Our ability to make dividend payments may also be restricted by federal regulations applicable to us as
a bank holding company and to our banking subsidiaries. The Dodd-Frank Wall Street Reform and Consumer
Protection Act (the "Dodd-Frank Act") requires federal banking agencies to establish more stringent risk-based
capital guidelines and leverage limits applicable to banks and bank holding companies, and especially those
institutions with consolidated assets equal to or greater than $50 billion. The federal banking agencies have
approved final rules implementing in the United States the Basel Committee on Banking Supervision's
regulatory capital guidelines, including the reforms known as Basel III. The Federal Reserve Board's final rule
sets forth the proposed criteria for qualifying additional Tier 1 capital instruments consistent with Basel III,
including the requirement that any dividends on such instruments be paid out of the banking organization's net
income, retained earnings and surplus, if any, related to additional Tier 1 capital instruments, and introduces a
new capital conservation buffer requirement. The failure to maintain the capital buffer, once effective, may result
in limitations or restrictions on the ability of Wells Fargo and our banking subsidiaries, to make capital
distributions. Federal banking agencies also finalized a rule that, once effective, would limit or restrict our ability
to make capital distributions in the event we do not maintain a supplementary leverage ratio of at least 5%. In
addition, under its Comprehensive Capital Analysis and Review ("CCAR"), the Federal Reserve Board requires
S-10


Document Outline