Obligation Wells Fargo & Company 3.9% ( US949746TD35 ) en USD

Wells Fargo & Company

99.941 % ▲

Etats-unis

US949746TD35 ( en USD )

3.9% par an ( paiement trimestriel )

Perpétuelle

Prospectus brochure de l'obligation Wells Fargo US949746TD35 en USD 3.9%, échéance Perpétuelle

949746TD3

BB+ ( Spéculatif )

15/06/2026 ( Dans 71 jours )

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 ( Etats-unis ) , en USD, avec le code ISIN US949746TD35, paye un coupon de 3.9% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Wells Fargo & Company ( Etats-unis ) , en USD, avec le code ISIN US949746TD35, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement to Prospectus Dated February 25, 2020
Wells Fargo & Company
3,510,000 Depositary Shares, Each Representing a 1/25th Interest
in a Share of 3.90% Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock,
Series BB
Wells Fargo & Company is offering 3,510,000 depositary shares, each representing a 1/25th interest in a share of 3.90%
Fixed Rate Reset Non-Cumulative Perpetual Class A Preferred Stock, Series BB, no par value, with a liquidation preference amount of
$25,000 per share (equivalent to $1,000 per depositary share) (the "Series BB 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 BB Preferred Stock
represented by the depositary share.
Dividends on the Series BB Preferred Stock, when, as and if declared by our board of directors or a duly authorized
committee of the board, will be payable on the liquidation preference amount of $25,000 per share, on a non-cumulative basis, quarterly
in arrears on the 15th day of each March, June, September and December, commencing March 15, 2021, and will accrue at an annual
rate equal to (i) 3.90% from, and including, the date of issuance to, but excluding, March 15, 2026 (the "first reset date"), and (ii) the
five-year treasury rate as of the most recent reset dividend determination date (as described below in "Description of the Series BB
Preferred Stock--Dividends") plus 3.453% for each reset period, from, and including, the first reset date, commencing on June 15,
2026. If our board of directors or a duly authorized committee of the board has not declared a dividend on the Series BB 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
BB Preferred Stock are declared for any future dividend period.
The Series BB Preferred Stock may be redeemed by us at our option in whole, or in part, on March 15, 2026, or on any
dividend payment date thereafter, at a redemption price equal to $25,000 per share of Series BB 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 BB Preferred Stock may also be redeemed by us at our option in whole, but not in part, prior to March 15, 2026, upon the
occurrence of a "regulatory capital treatment event," as described herein, at a redemption price equal to $25,000 per share of Series BB
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. Limitations on our ability to redeem the Series BB Preferred Stock are described herein.
The depositary shares will not be listed on any securities exchange or automated quotation system.
The depositary shares are our unsecured securities, and all payments are subject to our credit risk. If we default on
our obligations, you could lose some or all of your investment. The depositary shares are not savings accounts, deposits or other
obligations of any bank or non-bank subsidiary of Wells Fargo & Company 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-11.
Proceeds, before
Underwriting
expenses, to
Public Offering Price
Discount
Wells Fargo
Per Depositary Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,000.00
$
10.00
$
990.00
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,510,000,000.00
$35,100,000.00
$3,474,900,000.00
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 26, 2021.
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 19, 2021

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. Neither we, nor any
underwriters, have authorized anyone to provide you with any information other than that contained or
incorporated by reference in this prospectus supplement or the accompanying prospectus. We take no
responsibility for, and can provide no assurance as to the reliability of, any information that others may
give you.
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. Founded in 1852 and headquartered in San Francisco, we provide
banking, investment and mortgage products and services, as well as consumer and commercial finance, through
banking locations, ATMs, the internet and mobile banking, and we have international offices to support our
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 BB 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 3,510,000 depositary shares, each
representing a 1/25th interest in a share of Series BB
Preferred Stock. Each holder of depositary shares will be
entitled, through the depositary, in proportion to the
applicable fraction of a share of Series BB Preferred Stock
represented by such depositary shares, to all the rights,
powers and preferences of the Series BB 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 BB Preferred Stock and depositary shares
representing interests in such shares, without notice to, or
consent from, the existing holders of Series BB Preferred
Stock or holders of the depositary shares, and all those
additional shares would be deemed to form a single series
with the Series BB Preferred Stock, described by this
prospectus supplement and the accompanying prospectus.
Ranking
The Series BB Preferred Stock will rank equally with our
parity stock (as defined below in "Description of the
Series BB Preferred Stock--Dividends") as to payment of
dividends and distribution of assets upon our liquidation,
dissolution or winding up. The Series BB Preferred Stock
will rank senior to our common stock, and any of our
other stock that is expressly made junior to the Series BB
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 BB
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
S-3

preference stock ranking senior to the Series BB Preferred
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 BB 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 BB
Preferred Stock.
Dividends
Dividends on the Series BB Preferred Stock, when, as and if
declared by our board of directors or a duly authorized
committee of the board, will be payable out of legally
available funds on the liquidation preference amount of
$25,000 per share, on a non-cumulative basis, quarterly in
arrears on the 15th day of each March, June, September and
December, commencing March 15, 2021, and will accrue at
an annual rate equal to (i) 3.90% from, and including, the
date of issuance to, but excluding, March 15, 2026 (the "first
reset date"), and (ii) the five-year treasury rate as of the most
recent reset dividend determination date (as described below
in "Description of the Series BB Preferred Stock--
Dividends") plus 3.453% for each reset period, from, and
including, the first reset date, commencing on June 15, 2026;
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 BB 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 succeeding dividend payment date, except for the
initial dividend period, which will be the period from, and
including, January 26, 2021 to, but excluding, March 15, 2021.
A "reset period" means the period from, and including, a reset
date to, but excluding, the next succeeding reset date. For
avoidance of doubt, the first reset period will be the period
from, and including, the first reset date to, but excluding,
March 15, 2031. A "reset date" means the first reset date and
each date falling on the fifth anniversary of the immediately
preceding reset date, and no reset date, including the first reset
date, will be adjusted due to the occurrence of a non-business
day. A "reset dividend determination date" means, in respect of
any reset period, the day that is three business days prior to the
first day of such reset period, subject to any adjustments made
by the calculation agent as described under "Description of the
Series BB Preferred Stock--Dividends."
If our board of directors or a duly authorized committee of
the board has not declared a dividend on the Series BB
S-4

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 BB Preferred Stock are declared for any future
dividend period.
So long as any shares of Series BB 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,
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 BB 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,
S-5

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 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 BB 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 BB
Preferred Stock have been declared and paid or declared
and a sum sufficient for the payment of those dividends
has been set aside.
S-6

Except as provided below, for so long as any share of Series
BB 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 BB Preferred Stock. To the
extent that we declare dividends on the Series BB 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 BB Preferred Stock and the holders of any parity
stock where the terms of such parity stock provide similar
dividend rights.
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 BB Preferred Stock,
from time to time out of any assets legally available for
such payment, and the holders of the Series BB Preferred
Stock shall not be entitled to participate in those dividends.
See "Description of the Series BB Preferred Stock--
Dividends" for more information about the payment of
dividends.
Dividend Payment Dates
The 15th day of each March, June, September and
December, commencing on March 15, 2021 (each a
"dividend payment date"). If any date on which dividends
otherwise would be payable is not a business day (as
defined below under "Description of the Series BB
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.
Liquidation Rights
In the event of our voluntary or involuntary liquidation,
dissolution or winding up, the holders of the Series BB
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
BB Preferred Stock as to such distribution, a liquidating
distribution of $25,000 per share of Series BB 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
S-7

available after satisfaction of all liabilities to creditors and
subject to the rights of holders of any securities ranking
senior to the Series BB Preferred Stock and pro rata as to
the Series BB Preferred Stock and shares of our parity stock
as to such distribution.
The Series BB Preferred Stock may be fully subordinated
to interests held by the U.S. government in the event of a
receivership, insolvency, liquidation or similar proceeding
under the "orderly liquidation authority" of the Dodd-
Frank Act (as defined below).
See "Description of the Series BB Preferred Stock--
Liquidation Rights" for more information about
liquidation rights.
Optional Redemption
Subject to applicable law, the Series BB Preferred Stock
may be redeemed by us at our option in whole, or in part,
on March 15, 2026, or on any dividend payment date
thereafter, at a redemption price equal to $25,000 per
share of Series BB 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 BB Preferred Stock may also be redeemed by us at
our option in whole, but not in part, prior to March 15,
2026, upon the occurrence of a "regulatory capital
treatment event," as described herein, at a redemption
price equal to $25,000 per share of Series BB 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 BB 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 BB Preferred Stock
is subject to the prior approval of the Federal Reserve Board.
Our redemption of the Series BB Preferred Stock will cause
the redemption of the corresponding depositary shares.
Our right to redeem the Series BB Preferred Stock will
also be limited by a covenant that we are making for the
benefit of the holders of our Floating Rate Junior
Subordinated Deferrable Interest Debentures due January
15, 2027, originally issued by Wachovia Corporation on
January 31, 1997 (the "Covered Debt"). See "Additional
Limitation on Redemption or Repurchase of the Series BB
Preferred Stock" for more information about this
covenant.
S-8

Neither the holders of the Series BB Preferred Stock nor
the holders of the related depositary shares will have the
right to require redemption.
See "Description of the Series BB Preferred Stock--
Optional Redemption" for more information about
optional redemption.
Voting Rights
The holders of shares of the Series BB 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 BB Preferred
Stock--Voting Rights" and "Description of the Depositary
Shares--Voting the Series BB Preferred Stock."
Maturity
The Series BB Preferred Stock does not have a maturity
date, and we are not required to redeem the Series BB
Preferred Stock. Accordingly, the Series BB 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 BB Preferred Stock
do not have any preemptive or conversion rights.
Depositary, Transfer Agent and Registrar
Equiniti Trust Company will serve as depositary, transfer
agent and registrar for the Series BB Preferred Stock and
as transfer agent and registrar for the depositary shares.
Calculation Agent
A calculation agent for the Series BB Preferred Stock has
not been appointed, but we will appoint a calculation agent
prior to the first reset dividend determination date. An
affiliate of ours may be appointed the calculation agent.
No Listing
The depositary shares will not be listed on any securities
exchange or automated quotation system.
Tax Consequences
For a discussion of the tax consequences relating to the
Series BB Preferred Stock, see "United States Federal
Income Tax Considerations" herein and in the
accompanying prospectus.
Use of Proceeds
We intend to use the net proceeds from the sale of the
depositary shares representing interests in the Series BB
Preferred Stock for general corporate purposes, including, but
not limited to, the redemption of some or all of one or more
series of our outstanding preferred stock and related depositary
shares, as applicable. See "Use of Proceeds" herein.
S-9

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-10

Document Outline

#1">Prospectus Supplement to Prospectus Dated February 25, 2020
- #2">ABOUT THIS PROSPECTUS SUPPLEMENT
- #2">WELLS FARGO & COMPANY
- #3">SUMMARY
  - #3">Issuer
  - #3">Securities Offered
  - #3">Ranking
  - #4">Dividends
  - #7">Dividend Payment Dates
  - #7">Liquidation Rights
  - #8">Optional Redemption
  - #9">Voting Rights
  - #9">Maturity
  - #9">Preemptive and Conversion Rights
  - #9">Depositary, Transfer Agent and Registrar
  - #9">Calculation Agent
  - #9">No Listing
  - #9">Tax Consequences
  - #9">Use of Proceeds
  - #10">Conflicts of Interest
- #11">RISK FACTORS
  - #11">Risks related to Wells Fargos ability to pay dividends on the Series BB Preferred Stock and related depositary shares.
    - #11">Our ability to pay dividends on the Series BB Preferred Stock, and therefore your ability to receive dividend payments on the depositary shares, may be limited by, among other considerations, the federal banking laws and regulations applicable to us and our subsidiaries.
    - #12">Our ability to pay dividends on the Series BB Preferred Stock, and therefore your ability to receive dividend payments on the depositary shares, may be limited by the results of operations of our subsidiaries and certain contractual arrangements between us and certain key subsidiaries.
    - #13">A resolution event could affect our liquidity and financial condition and our ability to pay our obligations, including dividends on the Series BB Preferred Stock, and therefore your ability to receive dividends on the depositary shares. Our security holders, including holders of the Series BB Preferred Stock, may suffer losses in a resolution event, even if creditors of our subsidiaries are paid in full.
    - #13">The Series BB Preferred Stock is an equity security and is subordinate to our existing and future indebtedness.
    - #14">If we are deferring payments on our outstanding junior subordinated debt securities or are in default under the indentures governing those securities, we will be prohibited from paying dividends on or redeeming the Series BB Preferred Stock.
    - #14">Dividends on the Series BB Preferred Stock are discretionary and non-cumulative. If our board of directors does not declare dividends on the Series BB Preferred Stock, holders of depositary shares will not be entitled to receive related dividends on their depositary shares.
  - #14">Risks related to the Series BB Preferred Stock and related depositary shares.
    - #14">You are making an investment decision about the depositary shares as well as our Series BB Preferred Stock.
    - #14">The Series BB Preferred Stock may be junior in rights and preferences to our future preferred stock or preference stock.
    - #14">Investors should not expect us to redeem the Series BB Preferred Stock on the date it becomes redeemable or on any particular date after it becomes redeemable.
    - #15">Our ability to repurchase or redeem the Series BB Preferred Stock will be limited by a covenant we have made for the benefit of holders of our Covered Debt.
    - #15">The Series BB Preferred Stock may be redeemed at our option, and you may not be able to reinvest the redemption price you receive in a similar security.
    - #15">For each reset period, the dividend rate on the Series BB Preferred Stock will be calculated using a substitute or successor rate selected by the calculation agent if the five-year treasury rate cannot be determined on any reset dividend determination date.
    - #16">One of our affiliates may act as the calculation agent and, as a result, potential conflicts of interest could arise.
    - #16">A downgrade, suspension or withdrawal of any rating assigned by a rating agency to us or our securities, including the depositary shares and the Series BB Preferred Stock, could cause the liquidity or trading price of the depositary shares to decline significantly.
    - #16">An active trading market for the Series BB Preferred Stock and the related depositary shares does not exist and may not develop.
    - #17">Holders of the Series BB Preferred Stock, and therefore the holders of the depositary shares representing the Series BB Preferred Stock, will have limited voting rights.
- #18">WHERE YOU CAN FIND MORE INFORMATION
- #20">USE OF PROCEEDS
- #21">DESCRIPTION OF THE SERIES BB PREFERRED STOCK
  - #21">General
  - #21">Dividends
  - #24">Liquidation Rights
  - #25">Optional Redemption
  - #26">Voting Rights
  - #29">Preemptive and Conversion Rights
  - #29">Additional Classes or Series of Stock
  - #29">Depositary, Transfer Agent and Registrar
  - #29">Calculation Agent
- #30">DESCRIPTION OF THE DEPOSITARY SHARES
  - #30">General
  - #30">Dividends and Other Distributions
  - #31">Redemption of Depositary Shares
  - #31">Voting the Series BB Preferred Stock
  - #31">Form and Notices
  - #32">No Listing
- #33">ADDITIONAL LIMITATION ON REDEMPTION OR REPURCHASE OF THE SERIES BB PREFERRED STOCK
- #34">DESCRIPTION OF CAPITAL STOCK
  - #34">Series AA Preferred Stock
  - #34">Series AA Depositary Shares
- #35">REGISTRATION AND SETTLEMENT
  - #35">Book-Entry System
  - #37">Clearstream and Euroclear
  - #38">Same-Day Settlement
  - #38">Payment of Dividends
  - #38">Notices
- #39">UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
  - #39">Ownership of Depositary Shares
- #39">BENEFIT PLAN INVESTOR CONSIDERATIONS
- #40">UNDERWRITING (CONFLICTS OF INTEREST)
  - #42">Sales Restrictions
    - #43">Prohibition of Sales to European Economic Area Retail Investors
    - #43">Notice to Prospective Investors in Singapore
    - #44">Notice to Prospective Investors in Switzerland
    - #44">Notice to Prospective Investors in the United Arab Emirates
    - #44">Prohibition of Sales to United Kingdom Retail Investors and Notice to Prospective Investors in the United Kingdom
- #46">LEGAL MATTERS
- #47">PROSPECTUS
  - #48">TABLE OF CONTENTS
  - #49">ABOUT THIS PROSPECTUS
  - #50">RISK FACTORS
    - #50">General
    - #50">The Securities Are Subject To The Credit Risk Of Wells Fargo.
    - #50">Our Ability To Service Our Debt, Including Our Debt Securities, May Be Limited By The Results Of Operations Of Our Subsidiaries And Certain Contractual Arrangements.
    - #50">The Resolution Of Wells Fargo Under The Orderly Liquidation Authority Could Result In Greater Losses For Holders Of Our Debt Securities, Particularly If A Single-Point-Of-Entry Strategy Is Used.
    - #52">The Resolution Of Wells Fargo In A Bankruptcy Proceeding Could Also Result in Greater Losses For Holders Of Our Debt Securities.
    - #53">Holders Of Our Senior Debt Securities Have Limited Rights Of Acceleration.
    - #53">Holders Of Our Subordinated Debt Securities Have Even More Limited Rights Of Acceleration.
    - #53">If We Become Insolvent, Holders Of Our Senior Debt Securities May Receive More Than Holders Of Our Subordinated Debt Securities.
    - #53">Holders Of Our Debt Securities Could Be At Greater Risk For Being Structurally Subordinated If We Convey, Transfer Or Lease All Or Substantially All Of Our Assets To One Or More Of Our Subsidiaries.
    - #53">The Securities May Not Be Listed On Any Securities Exchange And An Active Trading Market For The Securities May Not Develop.
    - #54">One Of Our Affiliates May Act As The Calculation Agent With Respect To Our Securities And, As A Result, Potential Conflicts Of Interest Could Arise.
    - #54">If The Securities We Issue May Be Redeemed At Our Option, You May Not Be Able To Reinvest The Redemption Price You Receive In A Similar Security.
    - #54">Uncertainty About The Future Of LIBOR May Adversely Affect The Return On LIBOR-Based Securities And The Price At Which You Can Sell Such Securities.
    - #54">Foreign Currency Risks
    - #55">Exchange Rates And Exchange Controls May Affect Securities Value Or Return
    - #56">Currency Conversions May Affect Payments On Some Securities
    - #56">Exchange Rates May Affect the Value Of A New York Judgment Involving Non-U.S. Dollar Denominated Securities
  - #57">WHERE YOU CAN FIND MORE INFORMATION
  - #59">THE COMPANY
  - #60">USE OF PROCEEDS
  - #61">DESCRIPTION OF DEBT SECURITIES
    - #61">General
    - #63">Exchange and Transfer
    - #64">Interest and Principal Payments
    - #67">Fixed Rate Debt Securities
    - #68">Floating Rate Debt Securities
    - #78">Redemption and Repayment
    - #81">Denominations
    - #81">Bearer Debt Securities
    - #81">Original Issue Discount
    - #81">Covenants Contained in Indentures
    - #82">Consolidation, Merger or Sale
    - #83">Modification and Waiver
    - #84">Events of Default and Covenant Breaches
    - #86">Defeasance
    - #88">Subordination
    - #90">Payment of Additional Amounts
    - #93">Tax Redemption
    - #93">Book-Entry, Delivery and Form
    - #96">Global Clearance and Settlement Procedures
    - #97">Conversion and Exchange
    - #98">The Trustees
    - #98">Notices
    - #98">Governing Law
  - #99">DESCRIPTION OF PREFERRED STOCK
    - #99">General
    - #100">Dividends
    - #101">Redemption
    - #103">Conversion or Exchange
    - #103">Rights Upon Liquidation
    - #104">Voting Rights
    - #105">Outstanding Preferred Stock
  - #174">DESCRIPTION OF DEPOSITARY SHARES
    - #174">General
    - #174">Dividends and Other Distributions
    - #175">Conversion and Exchange
    - #175">Redemption of Depositary Shares
    - #175">Voting the Preferred Stock
    - #175">Taxation
    - #176">Amendment and Termination of the Deposit Agreement
    - #176">Charges of Depositary
    - #176">Miscellaneous
    - #176">Resignation and Removal of Depositary
  - #177">DESCRIPTION OF COMMON STOCK
    - #177">General
    - #178">Restrictions on Payment of Dividends
    - #178">Anti-takeover Provisions Contained in the Certificate of Incorporation and By-laws
  - #180">DESCRIPTION OF PURCHASE CONTRACTS
    - #180">General
    - #180">Purchase Contracts Issued as Part of a Unit
    - #182">General Terms of Units
    - #182">Significant Provisions of the Unit Agreement
  - #186">DESCRIPTION OF SECURITIES WARRANTS
    - #186">General
    - #188">Exercise of Securities Warrants
    - #188">Amendments and Supplements to Securities Warrant Agreements
    - #188">Common Stock Warrant Adjustments
  - #190">BENEFIT PLAN INVESTOR CONSIDERATIONS
  - #192">UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
    - #193">U.S. Federal Income Taxation of U.S. Holders
    - #203">U.S. Federal Income Taxation of Non-U.S. Holders
    - #205">Backup Withholding and Information Reporting
    - #206">Legislation Affecting the Taxation of Debt Securities, Common Stock and Preferred Stock Held by or through Foreign Entities
  - #207">PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
    - #209">Sales Restrictions
  - #213">LEGAL OPINIONS
  - #213">EXPERTS
- #214">TABLE OF CONTENTS
  - #214">Prospectus Supplement
  - #214">Prospectus