Obligation Wells Fargo & Company 2.1% ( US949746SA05 ) en USD

Wells Fargo & Company

100 % ▼

Etas-Unis

US949746SA05 ( en USD )

2.1% par an ( paiement semestriel )

26/07/2021 - Obligation échue

Prospectus brochure de l'obligation Wells Fargo US949746SA05 en USD 2.1%, échue

1 000 USD

3 000 000 000 USD

949746SA0

N/A

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 US949746SA05, paye un coupon de 2.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/07/2021

Definitive Prospectus Supplement
424B2 1 d217296d424b2.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-195697
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Amount of
Title of Each Class of Securities
To Be
Offering Price
Aggregate
Registration
To Be Registered

Registered

Per Unit

Offering Price

Fee(1)
Floating Rate Notes Due July 26, 2021

$600,000,000

100.00%

$600,000,000

$60,420.00
2.10% Notes Due July 26, 2021

$3,000,000,000
99.906%
$2,997,180,000
$301,816.03
Total

$3,600,000,000
$3,597,180,000
$362,236.03

(1)
Calculated in accordance with Rule 456(b) and 457(r) of the Securities Act.
Table of Contents

Prospectus Supplement to Prospectus Dated May 5, 2014

$3,600,000,000
Wells Fargo & Company
$600,000,000 Floating Rate Notes Due July 26, 2021
$3,000,000,000 2.10% Notes Due July 26, 2021

Wells Fargo & Company ("Wells Fargo") will pay interest on the Floating Rate Notes due July 26, 2021 (the "floating rate notes") at
a rate equal to the base rate of LIBOR plus 1.025%, and will pay such interest on each January 26, April 26, July 26 and October 26, commencing
October 26, 2016, and at maturity. The floating rate notes will mature on July 26, 2021. Wells Fargo will pay interest on the 2.10% Notes due
July 26, 2021 (the "fixed rate notes" and, together with the floating rate notes, the "notes") at a rate equal to 2.10% per annum, and will pay such
interest on each January 26 and July 26, commencing January 26, 2017, and at maturity. The fixed rate notes will mature on July 26, 2021. The
notes will not be listed on any securities exchange or automated quotation system.
The notes are unsecured obligations of Wells Fargo and all payments on the notes are subject to the credit risk of Wells
Fargo. The notes are not 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 notes involves risks. See "Risk Factors" beginning on page S-2.

Floating Rate Notes Due July 26, 2021

Proceeds, before expenses,

Public Offering Price(1)
Underwriting Discount
to Wells Fargo(1)
Per Note

100.000%

0.350%

99.650%
Total

$600,000,000

$2,100,000

$597,900,000
https://www.sec.gov/Archives/edgar/data/72971/000119312516651504/d217296d424b2.htm[7/20/2016 9:50:46 AM]

Definitive Prospectus Supplement
2.10% Notes Due July 26, 2021

Proceeds, before expenses,

Public Offering Price(1)
Underwriting Discount
to Wells Fargo(1)
Per Note

99.906%

0.350%

99.556%
Total

$2,997,180,000
$10,500,000

$2,986,680,000

(1)
Plus accrued interest, if any, from July 25, 2016.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the
accounts of its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme on July 25, 2016.
Wells Fargo Securities, LLC, one of our wholly-owned subsidiaries, will comply with Rule 5121 of the Conduct Rules of the
Financial Industry Regulatory Authority, Inc. ("FINRA") in connection with sales of the notes.

Sole Bookrunning Manager
Wells Fargo Securities
Co-Managers

BB&T Capital Markets

BMO Capital Markets

FTN Financial Securities Corp.
Huntington Investment Company

Scotiabank

TD Securities
Junior Co-Managers

Apto Partners, LLC
Blaylock Beal Van, LLC

Loop Capital Markets

Multi-Bank Securities, Inc.

Prospectus Supplement dated July 18, 2016
Table of Contents
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 and the accompanying
prospectus. These documents contain information you should consider when making your investment decision. You should rely only on the
information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing
prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized anyone else 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 notes. This prospectus supplement and the accompanying prospectus may only be used where it is legal to sell the notes
and do not constitute an offer to sell or a solicitation of an offer to buy such notes 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 notes in certain jurisdictions may
be restricted by law. Persons into whose possession this prospectus supplement and accompanying prospectus come should inform themselves
about and observe any such restrictions.
Information contained or incorporated by reference in this prospectus supplement or 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 or the accompanying
prospectus, or the sale of the notes, 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, investments, mortgage and consumer and commercial finance through banking stores and offices, ATMs, the internet, mobile banking
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 debt service
on our debt and dividends on our common and preferred stock 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.
https://www.sec.gov/Archives/edgar/data/72971/000119312516651504/d217296d424b2.htm[7/20/2016 9:50:46 AM]

Definitive Prospectus Supplement
RISK FACTORS
Your investment in the notes involves risks. This prospectus supplement, the accompanying prospectus and the documents
incorporated by reference do not describe all of those risks. Before purchasing any notes, you should carefully consider the risk factors contained in
the accompanying prospectus and the other information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus, including the risk factors contained in our annual and quarterly reports. You should consult your financial, legal, tax and other
professional advisors as to the risks associated with an investment in our notes and the suitability of the investment for you.

S-2
Table of Contents
DESCRIPTION OF THE NOTES
This description of the particular terms of the notes offered by this prospectus supplement adds to, and to the extent inconsistent
therewith replaces, the description of the general terms and provisions of the senior debt securities in the accompanying prospectus. If this summary
differs in any way from the summary in the accompanying prospectus, you should rely on the description of the notes in this prospectus
supplement. The notes will be issued under the senior indenture referred to in the accompanying prospectus. Each of the floating rate notes and the
fixed rate notes is a series of senior debt securities described in the accompanying prospectus. You should read the accompanying prospectus for a
general discussion of the terms and provisions of the senior indenture. Certain terms used in this prospectus supplement are defined in the
accompanying prospectus.
General
The floating rate notes will initially be limited to a total principal amount of $600,000,000. The stated maturity date for the floating
rate notes is July 26, 2021, and on such date holders of the floating rate notes will be entitled to receive a cash payment in U.S. dollars equal to
100% of the principal amount of the floating rate notes plus any accrued and unpaid interest.
The fixed rate notes will initially be limited to a total principal amount of $3,000,000,000. The stated maturity date for the fixed rate
notes is July 26, 2021, and on such date holders of the fixed rate notes will be entitled to receive a cash payment in U.S. dollars equal to 100% of
the principal amount of the fixed rate notes plus any accrued and unpaid interest.
The notes will be our senior unsecured obligations and will rank equally with all of our other senior debt securities. The notes are not
redeemable at the option of Wells Fargo. The notes will not be listed on any securities exchange or automated quotation system.
Interest
The floating rate notes will bear interest from July 25, 2016, or from the most recent interest payment date on which we have paid or
provided for interest on the floating rate notes. The interest rate per annum for the floating rate notes will be reset quarterly on the first day of each
interest reset period and will be equal to the base rate of LIBOR plus 1.025%, as determined by the calculation agent. The index maturity is three
months. For purposes of determining LIBOR, the Designated LIBOR Page is Page LIBOR01, as displayed on Reuters or any successor service (or
such other page as may replace Page LIBOR01 on that service or successor service). The interest payment dates for the floating rate notes will be
each January 26, April 26, July 26 and October 26, commencing October 26, 2016, and the stated maturity date. The interest reset dates for the
floating rate notes will be each January 26, April 26, July 26 and October 26, commencing October 26, 2016. The interest rate for each interest
reset period will be determined as described under "Description of Debt Securities--Interest and Principal Payments" and "--Floating Rate Debt
Securities" in the accompanying prospectus. The initial interest rate will be equal to the base rate of LIBOR plus 1.025%, determined two London
banking days prior to July 25, 2016.
The fixed rate notes will bear interest from July 25, 2016, or from the most recent interest payment date on which we have paid or
provided for interest on the fixed rate notes, at the rate of 2.10% per annum. The interest payment dates for the fixed rate notes will be each
January 26 and July 26, commencing January 26, 2017, and the stated maturity date. See "Description of Debt Securities--Interest and Principal
Payments" and "--Fixed Rate Debt Securities" in the accompanying prospectus.

S-3
Table of Contents
U.S. FEDERAL INCOME TAX CONSIDERATIONS
https://www.sec.gov/Archives/edgar/data/72971/000119312516651504/d217296d424b2.htm[7/20/2016 9:50:46 AM]

Definitive Prospectus Supplement
For a brief description of the United States tax effects of an investment in the notes, see "Certain U.S. Federal Income Tax
Considerations" in the accompanying prospectus.
Pursuant to published guidance by the Internal Revenue Service, withholding on gross proceeds under the Foreign Account Tax
Compliance Act will be delayed until January 1, 2019 rather than January 1, 2017. See "Certain U.S. Federal Income Tax Considerations--
Legislation Affecting the Taxation of Debt Securities, Common Stock and Preferred Stock Held by or through Foreign Entities" in the
accompanying prospectus.
EU DIRECTIVE ON THE TAXATION OF SAVINGS INCOME
The EC Council Directive 2003/48/EC on the taxation of savings income, as amended (the "Directive"), has been repealed from
January 1, 2017, in the case of Austria, and from January 1, 2016, in the case of all other EU Member States (subject to on-going requirements to
fulfill administrative obligations such as the reporting and exchange of information relating to, and accounting for withholding taxes on, payments
made before those dates). The repeal is meant to prevent overlap between the Directive and a new automatic exchange of information regime
implemented under Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended by Council Directive
2014/107/EU). Council Directive 2011/16/EU (as amended) effectively implements the Organization for Economic Co-operation and
Development's common reporting standard on automatic exchange of financial account information in tax matters, requires governments to obtain
detailed account information from financial institutions and exchange that information automatically with other jurisdictions annually. Council
Directive 2011/16/EU (as amended) is generally broader in scope than the Directive, although it does not impose withholding taxes. The
agreements with non-EU countries on the basis of the Directive are being revised to be aligned with Council Directive 2011/16/EU (as amended).
See "EU Directive on the Taxation of Savings Income" in the accompanying prospectus.

S-4
Table of Contents
UNDERWRITING (CONFLICTS OF INTEREST)
Wells Fargo Securities, LLC is acting as representative of the underwriters named below. We and the underwriters for the offering
named below have entered into an underwriting agreement, dated July 18, 2016, with respect to the notes. Subject to certain conditions, the
underwriters have agreed to purchase the principal amount of notes indicated in the following tables.
Floating Rate Notes Due July 26, 2021

Principal
Underwriter

Amount

Wells Fargo Securities, LLC

$552,000,000
BB&T Capital Markets, a division of BB&T Securities, LLC

6,000,000
BMO Capital Markets Corp.

6,000,000
FTN Financial Securities Corp.

6,000,000
Scotia Capital (USA) Inc.

6,000,000
TD Securities (USA) LLC

6,000,000
The Huntington Investment Company

6,000,000
Apto Partners, LLC

3,000,000
Blaylock Beal Van, LLC

3,000,000
Loop Capital Markets LLC

3,000,000
Multi-Bank Securities, Inc.

3,000,000

Total

$600,000,000

2.10% Notes Due July 26, 2021

Principal
Underwriter

Amount

Wells Fargo Securities, LLC

$ 2,760,000,000
BB&T Capital Markets, a division of BB&T Securities, LLC

30,000,000
BMO Capital Markets Corp.

30,000,000
FTN Financial Securities Corp.

30,000,000
Scotia Capital (USA) Inc.

30,000,000
https://www.sec.gov/Archives/edgar/data/72971/000119312516651504/d217296d424b2.htm[7/20/2016 9:50:46 AM]

Definitive Prospectus Supplement
TD Securities (USA) LLC

30,000,000
The Huntington Investment Company

30,000,000
Apto Partners, LLC

15,000,000
Blaylock Beal Van, LLC

15,000,000
Loop Capital Markets LLC

15,000,000
Multi-Bank Securities, Inc.

15,000,000

Total

$ 3,000,000,000

Notes sold by the underwriters to the public will initially be offered at the public offering prices set forth on the cover page of this
prospectus supplement. Any floating rate notes sold by the underwriters to securities dealers may be sold at a discount from the initial public
offering price of up to 0.20% of the principal amount of the floating rate notes. The underwriters may allow, and those dealers may reallow, a
discount of 0.15% of the principal amount of the floating rate notes to other broker/dealers. Any fixed rate notes sold by the underwriters to
securities dealers may be sold at a discount from the initial public offering price of up to 0.20% of the principal amount of the fixed rate notes. The
underwriters may allow, and those dealers may reallow, a discount of 0.15% of the principal amount of the fixed rate notes to other broker/dealers.
If all the notes are not

S-5
Table of Contents
sold at the applicable initial offering price, the underwriters may change the offering price and the other selling terms. The maximum discount or
commission that may be received by any member of FINRA for sales of securities pursuant to the accompanying prospectus, together with the
reimbursement of any counsel fees by us, will not exceed 8.00% of the initial gross proceeds from the sale of such securities.
The notes are a new issue of securities with no established trading market. We have been advised by the underwriters that the
underwriters intend to make a market in the notes but are not obligated to do so and may discontinue market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the notes.
In connection with the offering, the underwriters may purchase and sell notes in the open market. These transactions may include
short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a
greater number of notes than the underwriters are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases
made for the purpose of preventing or retarding a decline in the market price of the notes while the offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the other underwriters have repurchased notes sold by or for the account of such underwriter in
stabilizing or short covering transactions.
These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the notes. As a result, the price of
the notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued
by the underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise.
We estimate that our share of the total expenses of the offering, not including the underwriting discounts, will be approximately
$300,000.
We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
The notes are offered for sale in the United States and elsewhere where such offer and sale is permitted.
The underwriting agreement provides that the underwriters are obligated to purchase all of the notes if any are purchased. The
underwriting agreement provides that if an underwriter defaults, the purchase commitment of non-defaulting underwriters may be increased or the
offering of notes may be terminated. The underwriting agreement may be terminated by the underwriters prior to the issuance of the notes in
certain circumstances.
The representative of the underwriters, Wells Fargo Securities, LLC, is our affiliate. 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 firm 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. Wells Fargo Securities, LLC may use this prospectus supplement and the
accompanying prospectus in connection with offers and sales of the notes in the secondary market.
We expect that delivery of the notes will be made against payment therefor on or about the closing date specified on the cover page of
https://www.sec.gov/Archives/edgar/data/72971/000119312516651504/d217296d424b2.htm[7/20/2016 9:50:46 AM]

Definitive Prospectus Supplement
this prospectus supplement, which will be on the fifth business day following the date the notes are priced. Under Rule 15c6-1 of the Securities
Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days after the date the notes are priced,
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of

S-6
Table of Contents
pricing or the next succeeding business day will be required, by virtue of the fact that the notes will settle in T+5, to specify an alternative
settlement cycle at the time of any such trade to prevent a failed settlement; such purchasers should also consult their own advisors in this regard.
Sales Restrictions
Each underwriter will agree that it will, to the best of its knowledge and belief, comply with all applicable securities laws and
regulations in force in any jurisdiction in which it purchases, offers, sells or delivers the notes or possesses or distributes this prospectus
supplement or the accompanying prospectus or any other offering material and will use its reasonable efforts to obtain any required consent,
approval or permission for its purchase, offer, sale or delivery of such notes under the laws and regulations in force in any jurisdiction to which it
is subject or in which it makes purchases, offers, sales or deliveries. We will not have any responsibility for an underwriter's compliance with
applicable securities laws.
Notice to Prospective Investors in Canada
The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as
defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as
defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must
be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if
this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages
are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult
with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to
comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant
Member State"), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of the notes which
are the subject of the offering contemplated by this prospectus supplement to the public in that Relevant Member State other than:

·
to any legal entity which is a qualified investor as defined in the Prospectus Directive;

·
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to

obtaining the prior consent of the relevant underwriter or underwriters nominated by the issuer for any such offer; or

·
in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of notes shall require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

S-7
Table of Contents
For the purposes of this provision, the expression an "offer of the notes to the public" in relation to any notes in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be
https://www.sec.gov/Archives/edgar/data/72971/000119312516651504/d217296d424b2.htm[7/20/2016 9:50:46 AM]

Definitive Prospectus Supplement
offered, so as to enable an investor to decide to purchase or subscribe to the notes, as the same may be varied in that Relevant Member State by
any measure implementing the Prospectus Directive in that Relevant Member State, the expression "Prospectus Directive" means Directive
2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
This prospectus supplement has been prepared on the basis that all offers of the notes in any Relevant Member State will be made
pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of the notes. Accordingly, any
person making or intending to make any offer of the notes in that Relevant Member State which are the subject of the offering contemplated in this
prospectus supplement may only do so in circumstances in which no obligation arises for us, our affiliates or any of the underwriters to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each
case, in relation to such offer. Neither we nor any underwriter have authorized, nor will authorize, the making of any offer of the notes in
circumstances in which an obligation arises for us or any underwriter to publish or supplement a prospectus pursuant to the Prospectus Directive
for such offer.
Notice to Prospective Investors in the United Kingdom
In relation to the United Kingdom, each underwriter has represented and agreed with respect to the notes offered or sold by it, that:

·
in relation to any notes which have a maturity of less than one year, (1) it and each of its affiliates is a person whose ordinary
activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its
business and (2) it and each of its affiliates has not offered or sold and will not offer or sell any notes other than to persons

whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the
purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal
or agent) for the purposes of their businesses where the issue of the notes would otherwise constitute a contravention of
Section 19 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") by us;

·
it and each of its affiliates has complied, and will comply, with all applicable provisions of the FSMA with respect to anything

done by it in relation to the notes in, from or otherwise involving the United Kingdom; and

·
it and each of its affiliates has only communicated, or caused to be communicated, and will only communicate, or cause to be
communicated, an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA)

received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not
apply to it, its affiliates or us.
Notice to Prospective Investors in Hong Kong
The notes may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute
an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong
Kong); (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules
made thereunder or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong

S-8
Table of Contents
Kong), and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose
of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the
public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or are intended to be
disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance
(Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Notice to Prospective Investors in Singapore
This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this
prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the
notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and
Futures Act, Chapter 289 of Singapore (the "SFA"); (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A),
and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of,
any other applicable provision of the SFA.
https://www.sec.gov/Archives/edgar/data/72971/000119312516651504/d217296d424b2.htm[7/20/2016 9:50:46 AM]

Definitive Prospectus Supplement
Where the notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an
accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals,
each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights
and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the notes under Section 275 except:
(1) to an institutional investor under Section 274 of the SFA or to a relevant person pursuant to Section 275(2), or any person pursuant to
Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer;
or (3) by operation of law.
Notice to Prospective Investors in Japan
The notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the "Financial
Instruments and Exchange Law") and each underwriter will represent and agree that it will not, directly or indirectly, offer or sell any notes in
Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or
other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except
pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law
and any other applicable laws, regulations and ministerial guidelines of Japan.
LEGAL MATTERS
Faegre Baker Daniels LLP will issue an opinion about the legality of the notes. Jeannine E. Zahn, who is our Senior Counsel, or
another of our lawyers, will issue an opinion to the underwriters on certain other matters related to the notes. Ms. Zahn owns, or has the right to
acquire, a number of shares of our common stock which represent less than 0.1% of the total outstanding common stock. Certain legal matters will
be passed upon for the underwriters by Gibson, Dunn & Crutcher LLP, San Francisco, California. Gibson, Dunn & Crutcher LLP represents us and
certain of our subsidiaries in other legal matters. Ms. Zahn may rely on Gibson, Dunn & Crutcher LLP as to matters of New York law and as to
certain matters of California law.

S-9
Table of Contents
PROSPECTUS
WELLS FARGO & COMPANY
420 Montgomery Street
San Francisco, California 94104
(866) 249-3302
Debt Securities
Preferred Stock
Depositary Shares
Purchase Contracts
Units
Securities Warrants
We may also issue common stock upon conversion, exchange or exercise of any of the securities listed above. We will provide the
specific terms of these securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement
carefully before you invest.
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. Any representation to the contrary is a criminal offense.
These securities are our unsecured obligations and are not savings accounts, deposits or other obligations of any bank or nonbank
subsidiary of Wells Fargo & Company and, unless otherwise specified in the applicable prospectus supplement, are not insured by the Federal
https://www.sec.gov/Archives/edgar/data/72971/000119312516651504/d217296d424b2.htm[7/20/2016 9:50:46 AM]

Definitive Prospectus Supplement
Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency.
We will use this prospectus in the initial sale of these securities. In addition, Wells Fargo Advisors, LLC and Wells Fargo Securities,
LLC, or another of our affiliates, may use this prospectus in a market-making transaction in any of these securities after their initial sale.
Investing in our securities involves risks. You should consider the risk factors described herein and in any documents that we
incorporate by reference in this prospectus.
This prospectus is dated May 5, 2014.
Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Wells Fargo & Company filed with the Securities and
Exchange Commission, or the "SEC," using a "shelf" registration process. Under this shelf process, we may sell,
either separately or together, debt securities, preferred stock, depositary shares, purchase contracts, units and securities
warrants in one or more offerings. We may also issue common stock upon conversion, exchange or exercise of any of
the securities mentioned above.
This prospectus provides you with a general description of the debt securities, preferred stock, depositary
shares, purchase contracts, units and securities warrants that we may issue. Each time we sell securities, we will
provide a prospectus supplement that will contain specific information about the terms of that offering. Such
prospectus supplement may also add, update or change information contained in this prospectus. You should read this
prospectus and the applicable prospectus supplement together with the additional information described under the
heading "Where You Can Find More Information." We may also prepare free writing prospectuses that describe
particular securities. Any free writing prospectus should also be read in connection with this prospectus and with any
prospectus supplement referred to therein. For purposes of this prospectus, any reference to an applicable prospectus
supplement may also refer to a free writing prospectus, unless the context otherwise requires.
When we refer to "Wells Fargo," "our company," "we," "our" and "us" in this prospectus under the headings
"The Company" and "Ratios of Earnings to Fixed Charges and to Fixed Charges and Preferred Stock Dividends," we
mean Wells Fargo & Company and its subsidiaries unless the context indicates otherwise. When such terms are used
elsewhere in this prospectus, we refer only to Wells Fargo & Company unless the context indicates otherwise.
The registration statement that contains this prospectus, including the exhibits to the registration statement,
contains additional information about us and the securities offered under this prospectus. That registration statement
can be read at the SEC web site or at the SEC offices mentioned under the heading "Where You Can Find More
Information."
The distribution of this prospectus and the applicable prospectus supplement and the offering of the securities
in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus and the applicable
prospectus supplement come should inform themselves about and observe any such restrictions. This prospectus and
the applicable prospectus supplement do not constitute, and may not be used in connection with, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation.

2
https://www.sec.gov/Archives/edgar/data/72971/000119312516651504/d217296d424b2.htm[7/20/2016 9:50:46 AM]

Definitive Prospectus Supplement
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC
filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
You can also obtain copies of the documents at prescribed rates by writing to the Office of Investor Education and
Advocacy of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference facilities. Our SEC filings are also available at the offices
of the New York Stock Exchange. For further information on obtaining copies of our public filings at the New York
Stock Exchange, you should call (212) 656-3000.
We "incorporate by reference" into this prospectus the information we file with the SEC, which means that we
can disclose important information to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus. Some information contained in this prospectus updates the
information incorporated by reference, and information that we file subsequently with the SEC will automatically
update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this
prospectus and/or information incorporated by reference into this prospectus, you should rely on the information
contained in the document that was filed later. We incorporate by reference the documents listed below and any filings
we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended,
or the "Exchange Act," after the date of this prospectus and prior to the later of (i) the time that we sell all the
securities offered by this prospectus and (ii) the date that our broker-dealer subsidiaries cease offering securities in
market-making transactions pursuant to this prospectus (other than any documents or any portions of any documents
that are not deemed "filed" under the Exchange Act in accordance with the Exchange Act and applicable SEC rules):

·
Annual Report on Form 10-K for the year ended December 31, 2013, including information

specifically incorporated by reference into our Form 10-K from our 2013 Annual Report to
Stockholders and our definitive Proxy Statement for our 2014 Annual Meeting of Stockholders;

·
Current Reports on Form 8-K filed January 3, 2014, January 9, 2014, January 9, 2014, January 14,
2014, January 24, 2014, January 28, 2014, January 28, 2014, January 29, 2014, January 31, 2014,
February 3, 2014, February 5, 2014, February 6, 2014, February 20, 2014, February 26, 2014,

March 4, 2014, March 6, 2014, March 13, 2014, March 18, 2014, March 27, 2014, March 31, 2014,
April 2, 2014, April 3, 2014, April 8, 2014, April 10, 2014, April 11, 2014, April 22, 2014, April 22,
2014, April 23, 2014, April 25, 2014 and May 2, 2014; and

·
the description of our common stock contained in exhibit 99(e) to our Quarterly Report on Form 10-

Q for the quarter ended March 31, 2003, including any amendment or report filed to update such
description.

3
Table of Contents
You may request a copy of these filings, other than an exhibit to a filing unless that exhibit is specifically
incorporated by reference into that filing, at no cost, by writing to or telephoning us at the following address:
Office of the Corporate Secretary
Wells Fargo & Company
Wells Fargo Center
MAC #N9305-173
Sixth and Marquette
https://www.sec.gov/Archives/edgar/data/72971/000119312516651504/d217296d424b2.htm[7/20/2016 9:50:46 AM]

Document Outline

#1">
- #1">