Obligation Wells Fargo & Company 3.196% ( US95000U2F97 ) en USD

Wells Fargo & Company

99.695 % ▲

Etats-unis

US95000U2F97 ( en USD )

3.196% par an ( paiement semestriel )

16/06/2027

Prospectus brochure de l'obligation Wells Fargo US95000U2F97 en USD 3.196%, échéance 16/06/2027

95000U2F9

BBB+ ( Qualité moyenne inférieure )

A1 ( Qualité moyenne supérieure )

17/06/2026 ( Dans 73 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 US95000U2F97, paye un coupon de 3.196% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/06/2027

L'Obligation émise par Wells Fargo & Company ( Etats-unis ) , en USD, avec le code ISIN US95000U2F97, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Wells Fargo & Company ( Etats-unis ) , en USD, avec le code ISIN US95000U2F97, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Definitive Pricing Supplement No. 5
424B2 1 d763252d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 5
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-216234
Pricing Supplement No. 5 dated June 10, 2019
(to Prospectus Supplement dated April 7, 2017
and Prospectus dated March 14, 2019)
WELLS FARGO & COMPANY
Medium-Term Notes, Series Q
Senior Redeemable Fixed-to-Floating Rate Notes
You should read the more detailed description of the notes provided under "Description of Notes" in the accompanying
prospectus supplement and "Description of Debt Securities" in the accompanying prospectus, as supplemented by this pricing
supplement. All payments on the notes are subject to the credit risk of Wells Fargo & Company. If Wells Fargo & Company
defaults on its obligations, you could lose some or all of your investment. Certain defined terms used but not defined herein have
the meanings set forth in the accompanying prospectus supplement and prospectus.

Aggregate Principal Amount
Offered:
$2,500,000,000
Trade Date:
June 10, 2019
Original Issue Date:
June 17, 2019
Stated Maturity Date:
June 17, 2027; on the stated maturity date, the holders of the notes will be entitled to receive a
cash payment in U.S. dollars equal to 100% of the principal amount of the notes plus any
accrued and unpaid interest
Price to Public (Issue Price):
100.00%, plus accrued interest, if any, from June 17, 2019
Agent Discount
(Gross Spread):
0.40%
All-in Price (Net of
Agent Discount):
99.60%, plus accrued interest, if any, from June 17, 2019
Net Proceeds:
$2,490,000,000
Interest Rate:
The notes will bear interest at a fixed rate from June 17, 2019 to, but excluding, June 17, 2026
(the "Fixed Rate Period") and, if not previously redeemed, at a floating rate from, and
including, June 17, 2026 to, but excluding, maturity (the "Floating Rate Period").

Fixed Rate Terms

Fixed Rate Period:
See "Description of Debt Securities--Interest and Principal Payments" and "--Fixed Rate
Debt Securities" in the accompanying prospectus for additional information.
Initial Interest Rate:
3.196%
Interest Payment Dates:
Each June 17 and December 17, commencing December 17, 2019 and ending June 17, 2026
Business Day:
For interest payable for the Fixed Rate Period, any day, other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which banking institutions are authorized or required by
law or regulation to close in New York, New York.
Benchmark:
UST 2.125% due May 31, 2026
Benchmark Yield:
2.026%
Spread to Benchmark:
+117 basis points
Re-Offer Yield:
3.196%
Floating Rate Terms
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Definitive Pricing Supplement No. 5
Floating Rate Period:
See "Description of Debt Securities--Interest and Principal Payments" and "--Floating Rate
Debt Securities" in the accompanying prospectus for additional information. In the event that
a Benchmark Transition Event (as defined below) and its related Benchmark Replacement
Date (as defined below) occur, the terms set forth in this section entitled "Floating Rate
Terms" and related provisions contained in the accompanying prospectus shall become subject
to modification as described under the section entitled "Effect of Benchmark Transition
Event" below.
Base Rate:
LIBOR, as defined in the accompanying prospectus
Index Maturity:
Three months
Spread:
+117 basis points
Index Currency:
U.S. Dollars
Designated LIBOR Page:
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)
Interest Determination Date:
The second London banking day prior to an interest reset date
London Banking Day:
Any day on which commercial banks and foreign exchange markets settle payments in London
Business Day:
For interest payable for the Floating Rate Period, any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions are authorized or
required by law or regulation to close in New York, New York that is also a London banking
day.
Interest Reset Periods:
Quarterly
Interest Reset Dates:
Each March 17, June 17, September 17 and December 17, commencing June 17, 2026 and
ending March 17, 2027.
Interest Payment Dates:
Each March 17, June 17, September 17 and December 17, commencing September 17, 2026,
and at maturity.

2
Initial Interest Rate for

the Floating Rate Period:
Three-month LIBOR plus 1.17%, determined on the second London banking day prior to
June 17, 2026
Calculation Agent:
The Calculation Agent for the notes has not been appointed, but we will appoint a Calculation
Agent prior to the commencement of the Floating Rate Period. An affiliate of ours may be
appointed the Calculation Agent. References to "our designee" in the sections entitled "Effect
of Benchmark Transition Event" and "Risk Factors" shall mean the Calculation Agent
appointed by us.

Effect of Benchmark Transition Event
Upon the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, the following terms will apply
to the notes solely in respect of determinations, decisions, elections, calculations and adjustments to be made in respect of the
Floating Rate Period.
Benchmark Replacement
If we or our designee determine that a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement
will replace the then-current Benchmark for all purposes relating to the notes in respect of such determination on such date and all
determinations on all subsequent dates.
Benchmark Replacement Conforming Changes
In connection with the implementation of a Benchmark Replacement, we or our designee will have the right to make
Benchmark Replacement Conforming Changes from time to time.
Decisions and Determinations
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Definitive Pricing Supplement No. 5
Any determination, decision, election or calculation that may be made by us or our designee pursuant to this section entitled
"Effect of Benchmark Transition Event," including any determination with respect to a tenor, rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will
be conclusive and binding absent manifest error, may be made in our or our designee's sole discretion, and, notwithstanding anything
to the contrary herein relating to the notes, shall become effective without consent from any other party.
For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred,
interest payable on the notes for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark
Replacement and the spread set forth under the section entitled "Floating Rate Terms" above.
Definitions
As used in this section entitled "Effect of Benchmark Transition Event":
"Benchmark" means, initially, three-month LIBOR; provided that if a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred with respect to three-month LIBOR or the then-current Benchmark, then "Benchmark"
means the applicable Benchmark Replacement.

3
"Benchmark Replacement" means the Interpolated Benchmark with respect to the then-current Benchmark, plus the
Benchmark Replacement Adjustment for such Benchmark; provided that if we or our designee cannot determine the Interpolated
Benchmark as of the Benchmark Replacement Date, then "Benchmark Replacement" means the first alternative set forth in the order
below that can be determined by us or our designee as of the Benchmark Replacement Date:

(1) the sum of: (a) Term SOFR and (b) the Benchmark Replacement Adjustment;

(2) the sum of: (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment;

(3) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as

the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement
Adjustment;

(4) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;

(5) the sum of: (a) an alternate rate of interest that has been selected by us or our designee as the replacement for the then-
current Benchmark for the applicable Corresponding Tenor that gives due consideration to any industry-accepted rate of

interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and
(b) the Benchmark Replacement Adjustment.
"Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by us
or our designee as of the Benchmark Replacement Date:

(1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or

negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable
Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback

Adjustment;

(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by us or our designee giving
due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for
U.S. dollar denominated floating rate notes at such time.
"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical,
administrative or operational changes (including changes to the definitions of interest reset period and interest reset date, timing and
frequency of determining rates and making payments of interest, rounding of amounts or tenors, changes to the definition of
"Corresponding Tenor" solely when such tenor is longer than the interest reset period and other administrative matters) that we or
our designee decide may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent
with market practice (or, if we or our designee decide that adoption of any portion of such market practice is not administratively
feasible or if we or our designee determine that no market practice for use of the Benchmark Replacement exists, in such other
manner as we or our designee determine is reasonably necessary).
"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current
Benchmark:
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Definitive Pricing Supplement No. 5

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(1) in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public

statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark
permanently or indefinitely ceases to provide the Benchmark; or

(2) in the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or publication of

information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than,
the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the
Reference Time for such determination.
"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current
Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such

administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of
such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the
central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the
Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with

similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the
Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark

announcing that the Benchmark is no longer representative.
"Compounded SOFR" means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or
methodology for this rate, and conventions for this rate (which will be compounded in arrears with a lookback and/or suspension
period as a mechanism to determine the interest amount payable prior to each interest payment date) being established by us or our
designee in accordance with:

(1) the rate, or methodology for this rate and conventions for this rate selected or recommended by the Relevant Governmental

Body for determining compounded SOFR; provided that:

(2) if, and to the extent that, we or our designee determine that Compounded SOFR cannot be determined in accordance with
clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by us or

our designee giving due consideration to any industry-accepted market practice for U.S. dollar denominated floating rate
notes at such time.
"Corresponding Tenor" with respect to a Benchmark Replacement means a tenor (including overnight) having approximately
the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
"Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at
http://www.newyorkfed.org, or any successor source.

5
"Interpolated Benchmark" with respect to the Benchmark means the rate determined for the Corresponding Tenor by
interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is
shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is
longer than the Corresponding Tenor.
"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association,
Inc. ("ISDA") or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for
interest rate derivatives published from time to time.
"ISDA Fallback Adjustment" means the spread adjustment, (which may be a positive or negative value or zero) that would
apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event
with respect to the Benchmark for the applicable tenor.
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Definitive Pricing Supplement No. 5
"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be
effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the
applicable ISDA Fallback Adjustment.
"Reference Time" with respect to any determination of the Benchmark means (1) if the Benchmark is three-month LIBOR,
11:00 a.m. (London time) on the day that is two London banking days preceding the date of such determination, and (2) if the
Benchmark is not three-month LIBOR, the time determined by us or our designee in accordance with the Benchmark Replacement
Conforming Changes.
"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a
committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any
successor thereto.
"SOFR" with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve
Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New
York's Website.
"Term SOFR" means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been
selected or recommended by the Relevant Governmental Body.
"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement
Adjustment.

Optional Redemption:
At our option, we may redeem the notes, in whole at any time or in part from time to time on
any day included in the Make-Whole Redemption Period, at a redemption price equal to the
sum of: (i) 100% of the principal amount of the notes being redeemed plus accrued and
unpaid interest thereon, to, but excluding, the Make-Whole Redemption Date and (ii) the
Make-Whole Amount, as described under "Description of Debt Securities--Redemption and
Repayment--Optional Make-Whole Redemption of Debt Securities" in the accompanying
prospectus. As used in connection with the notes:
The "Make-Whole Redemption Period" is the period commencing on and including

June 24, 2020 and ending on and including June 16, 2026.

6
The "Make-Whole Spread" is 0.20%.
At our option, we may also redeem the notes (i) in whole, but not in part, on June 17, 2026 or
(ii) in whole at any time or in part from time to time, on or after April 16, 2027, in each case
at a redemption price equal to 100% of the principal amount of the notes being redeemed plus
accrued and unpaid interest thereon to, but excluding, the date of such redemption.
Any redemption may be subject to prior regulatory approval and will be effected as described
under "Description of Debt Securities--Redemption and Repayment--Optional Redemption
By Us" in the accompanying prospectus, modified as provided in this pricing supplement.
Risk Factors:
If A Benchmark Transition Event And Its Related Benchmark Replacement Date Occur
With Respect To LIBOR, The Interest Rate For The Floating Rate Period Will No
Longer Be Determined By Reference To LIBOR.
On July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct Authority,
which regulates LIBOR, announced that it intends to stop persuading or compelling banks to
submit rates for the calculation of LIBOR to the administrator of LIBOR after 2021. The
announcement indicates that the continuation of LIBOR on the current basis cannot and will
not be guaranteed after 2021. Unless the notes have been previously redeemed, the interest
rate on the notes will be based on LIBOR beginning on the date set forth under the section
entitled "Floating Rate Terms" above. It is impossible to predict whether and to what extent
banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether
any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere.
If a Benchmark Transition Event and its related Benchmark Replacement Date occur with
respect to LIBOR, then for each interest reset date in respect of the Floating Rate Period that
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Definitive Pricing Supplement No. 5
occurs on or after such Benchmark Replacement Date, the floating rate of interest on the notes
will no longer be determined by reference to LIBOR, but instead will be determined by us or
our designee by reference to another rate, as described above under the section entitled "Effect
of Benchmark Transition Event." While the rate used to determine the interest rate on the
notes in these circumstances is expected to be Term SOFR, it is possible that such rate will
instead be Compounded SOFR or another rate pursuant to the definition of "Benchmark
Replacement" set forth above. The occurrence of a Benchmark Transition Event and its related
Benchmark Replacement Date may adversely affect the value of and your return on the notes.

7
The Benchmark Replacement Is Uncertain.
Although the notes provide that the rate used to determine the floating rate of interest on the
notes upon the occurrence of a Benchmark Transition Event and its related Benchmark
Replacement Date is expected to be Term SOFR, such rate does not exist as of the date hereof,
and there is no guarantee that Term SOFR will exist prior to any discontinuation of LIBOR.
Assuming Term SOFR does not exist at the time of a Benchmark Transition Event and its
related Benchmark Replacement Date, the notes provide that the floating rate of interest on the
notes will be determined by reference to Compounded SOFR or another rate pursuant to the
definition of "Benchmark Replacement" set forth above. There is currently, however, no market
convention with respect to the calculation of Compounded SOFR. The additional alternative
rates referenced in the definition of "Benchmark Replacement" are also uncertain. In particular,
the ISDA Fallback Rate, which is the rate referenced in the ISDA Definitions at the time of a
Benchmark Transition Event and its related Benchmark Replacement Date, has not been
established as of the date hereof. Even after the ISDA Fallback Rate is initially determined,
ISDA Definitions and the ISDA Fallback Rate may change over time. If each alternative rate
referenced in the definition of "Benchmark Replacement" is unavailable or indeterminable, we
or our designee will determine the Benchmark Replacement that will apply to the notes. The
substitution of a Benchmark Replacement for LIBOR may adversely affect the value of and
your return on the notes.
We Or Our Designee Will Have Authority To Make Determinations, Elections,
Calculations And Adjustments That Could Affect The Value Of And Your Return On
The Notes.
We or our designee will make determinations, decisions, elections, calculations and adjustments
as set forth under the section entitled "Effect of Benchmark Transition Event" above that may
adversely affect the value of and your return on the notes. In particular, we or our designee will
determine the Benchmark Replacement and the Benchmark Replacement Adjustment and can
apply any Benchmark Replacement Conforming Changes deemed reasonably necessary to
adopt the Benchmark Replacement. Although we or our designee will exercise judgment in
good faith when performing such functions, potential conflicts of interest may exist between us,
our designee and you. All determinations, decisions, elections, calculations and adjustments by
us or our designee in our or its discretion will be conclusive for all purposes and binding on us
and holders of the notes absent manifest error. In making the determinations, decisions,
elections, calculations and adjustments noted under the section entitled "Effect of Benchmark
Transition Event" above, we or our designee may have economic interests that are adverse to
your interests, and such determinations, decisions, elections, calculations and adjustments may
adversely

8

affect the value of and your return on the notes. Because the continuation of LIBOR on the
current basis cannot and will not be guaranteed, and because the Benchmark Replacement is
uncertain, we or our designee are likely to exercise more discretion in respect of calculating
interest payable on the notes for the Floating Rate Period than would be the case in the absence
of a Benchmark Transition Event and its related Benchmark Replacement Date.
Term SOFR Does Not Currently Exist And May Not Exist Prior To Any Discontinuation
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Definitive Pricing Supplement No. 5
of LIBOR.
If a Benchmark Transition Event and its related Benchmark Replacement Date occur with
respect to LIBOR, the Benchmark Replacement used to determine the interest payable on the
notes for the Floating Rate Period is expected to be Term SOFR. As of the date hereof, Term
SOFR does not exist, and there is no guarantee that Term SOFR will exist prior to any
discontinuation of LIBOR. Even if Term SOFR is developed, it is unclear whether it will be a
suitable substitute or successor for LIBOR.
In addition, while the terms of the notes provide for a "Benchmark Replacement Adjustment"
to be added to Term SOFR to approximate a LIBOR-equivalent rate, such rate may be only an
estimate or approximation of LIBOR, may not be subject to continued verification against
LIBOR if it is suspended, discontinued or unavailable, and may not result in a rate that is the
economic equivalent of LIBOR.
Uncertainty surrounding the development of Term SOFR may adversely affect the value of and
your return on the notes.
Compounded SOFR Is Not A Forward-Looking Rate And May Not Be A Suitable
Substitute For LIBOR.
Assuming Term SOFR does not exist at the time of a Benchmark Transition Event and its
related Benchmark Replacement Date, the notes provide that the floating rate of interest on the
notes will be determined by reference to Compounded SOFR. Compounded SOFR is the
compounded average of daily SOFRs calculated in arrears while LIBOR is a forward-looking
rate that is published with different maturities.
In addition, while the terms of the notes provide for a "Benchmark Replacement Adjustment"
to be added to Compounded SOFR to approximate a LIBOR-equivalent rate, such rate may be
only an estimate or approximation of LIBOR, may not be subject to continued verification
against LIBOR if it is suspended, discontinued or unavailable, and may not result in a rate that
is the economic equivalent of LIBOR.

9

Uncertainty surrounding the establishment of market conventions related to the calculation of
Compounded SOFR and whether it is a suitable substitute or successor for LIBOR may
adversely affect the value of and your return on the notes.
SOFR Has A Very Limited History; The Future Performance of SOFR Cannot Be
Predicted Based On Historical Performance.
The publication of SOFR began on April 3, 2018, and it therefore has a limited history. In
addition, the future performance of SOFR cannot be predicted based on the limited historical
performance. The level of SOFR following the occurrence of a Benchmark Transition Event
and its related Benchmark Replacement Date may bear little or no relation to the historical level
of SOFR. Prior observed patterns, if any, in the behavior of market variables, such as
correlations, may change in the future. While some pre-publication historical data has been
released by the Federal Reserve Bank of New York, such analysis inherently involves
assumptions, estimates and approximations. The future performance of SOFR is impossible to
predict and therefore no future performance of SOFR or the notes may be inferred from any of
the historical simulations or historical performance. Hypothetical or historical performance data
are not indicative of, and have no bearing on, the potential performance of SOFR or the notes.
Any Failure Of SOFR To Gain Market Acceptance Could Adversely Affect The Notes.
SOFR may fail to gain market acceptance. SOFR was developed for use in certain U.S. Dollar
derivatives and other financial contracts as an alternative to U.S. Dollar LIBOR in part because
it is considered a good representation of general funding conditions in the overnight Treasury
repo market. However, as a rate based on transactions secured by U.S. Treasury securities, it
does not measure bank-specific credit risk and, as a result, is less likely to correlate with the
unsecured short-term funding costs of banks. This may mean that market participants would not
consider SOFR a suitable substitute or successor for all of the purposes for which LIBOR
historically has been used (including, without limitation, as a representation of the unsecured
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Definitive Pricing Supplement No. 5
short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any
failure of SOFR to gain market acceptance could adversely affect the value of and your return
on the notes and the price at which you can sell your notes.

10

The Composition And Characteristics of SOFR Are Not The Same As Those Of LIBOR
And SOFR Is Not Expected To Be A Comparable Substitute For LIBOR.
In June 2017, the Federal Reserve Bank of New York's Alternative Reference Rates Committee
announced SOFR as its recommended alternative to U.S. Dollar LIBOR. However, the
composition and characteristics of SOFR are not the same as those of LIBOR. SOFR is a broad
Treasury repo financing rate that represents overnight secured funding transactions. This means
that SOFR is not the economic equivalent of LIBOR (or any other alternative reference rate to
LIBOR) for two key reasons. First, SOFR is a secured rate, while LIBOR is an unsecured rate.
Second, SOFR is currently only an overnight rate, while LIBOR is a forward-looking rate that
represents interbank funding over different maturities. As a result, there can be no assurance
that SOFR will perform in the same way as LIBOR would have at any time, including, without
limitation, as a result of changes in interest and yield rates in the market, market volatility or
global or regional economic, financial, political, regulatory, judicial or other events. For the
same reasons, there is no guarantee that SOFR is comparable as a substitute for LIBOR.
In addition, while the terms of the notes provide for a "Benchmark Replacement Adjustment"
to be added to the Unadjusted Benchmark Replacement to approximate a LIBOR-equivalent
rate, such rate may be only an estimate or approximation of LIBOR, may not be subject to
continued verification against LIBOR if it is suspended, discontinued or unavailable, and may
not result in a rate that is the economic equivalent of LIBOR.
The Administrator Of SOFR May Make Changes That Could Change The Value of
SOFR Or Discontinue SOFR And Has No Obligation To Consider Your Interests In
Doing So.
SOFR is a relatively new rate, and The Federal Reserve Bank of New York (or a successor), as
administrator of SOFR, may make methodological or other changes that could change the value
of SOFR, including changes related to the method by which SOFR is calculated, eligibility
criteria applicable to the transactions used to calculate SOFR, or timing related to the
publication of SOFR. In addition, the administrator may alter, discontinue or suspend
calculation or dissemination of SOFR (in which case an alternative rate referenced in the
definition of "Replacement Benchmark" will apply). The administrator has no obligation to
consider your interests in calculating, adjusting, converting, revising or discontinuing SOFR.
See "Risk Factors" in the accompanying prospectus for additional risk factors regarding the
notes, including, in particular, the risk factor entitled "One Of Our Affiliates May Act As The
Calculation

11
Agent With Respect To Our Securities And, As A Result, Potential Conflicts Of Interest
Could Arise."
Additional Information

about the Notes:
You should read this pricing supplement together with the prospectus supplement dated
April 7, 2017 and the prospectus dated March 14, 2019 for additional information about the
notes. When you read the accompanying prospectus supplement, please note that all references
in such supplement to the prospectus dated February 24, 2017, or to any sections or page
numbers therein or the table of contents therefor, should refer instead to the accompanying
prospectus dated March 14, 2019 or to the corresponding sections, page numbers or table of
contents of such prospectus, as applicable.
Listing:
None

Principal Amount
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Definitive Pricing Supplement No. 5
Agent (Sole Bookrunner):
Wells Fargo Securities, LLC
$ 2,300,000,000
Agents (Co-Managers):
BBVA Securities Inc.

18,750,000
Capital One Securities, Inc.

18,750,000
Citizens Capital Markets, Inc.

18,750,000
ICBC Standard Bank Plc

18,750,000
KeyBanc Capital Markets Inc.

18,750,000
MUFG Securities Americas Inc.

18,750,000
Santander Investment Securities Inc.

18,750,000
SMBC Nikko Securities America, Inc.

18,750,000
Agents (Co-Managers):
Great Pacific Securities

10,000,000
Loop Capital Markets LLC

10,000,000
MFR Securities, Inc.

10,000,000
Samuel A. Ramirez & Company, Inc.

10,000,000
The Williams Capital Group, L.P.

10,000,000

Total:
$ 2,500,000,000
Supplemental Plan of

Distribution:
On June 10, 2019, we agreed to sell to the Agents, and the Agents agreed to purchase, the
notes at a purchase price of 99.60%, plus accrued interest, if any, from June 17, 2019. The
purchase price equals the issue price of 100.00% less a discount of 0.40% of the principal
amount of the notes.

ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States
Bank Holding Company Act of 1956, as amended, and may not underwrite, subscribe, agree to
purchase or procure purchasers to purchase notes that are offered or sold in the United States.
Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite,
subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or
sold

12
by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the
notes constituting part of its allotment solely outside the United States.
United States Federal

Income Tax Considerations:
In the opinion of Faegre Baker Daniels LLP, the notes should be considered variable rate debt
securities that provide for stated interest at a fixed rate in addition to a qualified floating rate.
See "U.S. Federal Income Tax Considerations--U.S. Federal Income Taxation of U.S. Holders
--Variable Rate Debt Securities" in the accompanying prospectus. Notwithstanding that we
expect that the notes will be issued at par, under rules governing notes with a fixed rate in
addition to a qualified floating rate, it is possible that the notes could be issued with OID.
Whether the notes are issued with OID will be determined at the time of issue. Information
regarding the determination of the amount of OID, if any, on the notes may be obtained by
submitting a written request to Wells Fargo Bank, National Association, Treasury Funding
Desk, N9310-060, 550 South Fourth Street, Minneapolis, MN 55415-1529.
Additional tax considerations are discussed under "U.S. Federal Income Tax Considerations"
in the accompanying prospectus.
CUSIP:
95000U2F9

13
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Document Outline

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