Bond Wells Fargo & Company 5.9% ( US949746RG83 ) in USD

Issuer Wells Fargo & Company
Market price refresh price now   99.927 %  ⇌ 
Country  United States
ISIN code  US949746RG83 ( in USD )
Interest rate 5.9% per year ( payment 2 times a year)
Maturity Perpetual



Prospectus brochure of the bond Wells Fargo US949746RG83 en USD 5.9%, maturity Perpetual


Minimal amount 1 000 USD
Total amount 2 000 000 000 USD
Cusip 949746RG8
Standard & Poor's ( S&P ) rating BB+ ( Non-investment grade speculative )
Moody's rating N/A
Next Coupon 15/09/2026 ( In 163 days )
Detailed description Wells Fargo is a multinational financial services company offering banking, investments, mortgage, and consumer and commercial finance services across numerous countries.

The Bond issued by Wells Fargo & Company ( United States ) , in USD, with the ISIN code US949746RG83, pays a coupon of 5.9% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Wells Fargo & Company ( United States ) , in USD, with the ISIN code US949746RG83, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







Definitive Prospectus Supplement to Prospectus Dated April 27, 2012
424B2 1 d711423d424b2.htm DEFINITIVE PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 27,
2012
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-180989
Calculation of Registration Fee


Maximum
Title of each Class of
Aggregate
Amount of
Securities Offered

Offering Price
Registration Fee(1)
Depositary Shares of Wells Fargo & Company, Each Representing a 1/25th Interest in a Share of 5.90%
Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series S
$2,000,000,000
$257,600


(1)
The total filing fee of $257,600 is calculated in accordance with Rules 457(o) and 457(r) of the Securities Act of 1933, as amended (the
"Securities Act"), and will be paid by wire transfer within the time required by Rule 456(b) of the Securities Act.
Table of Contents
Prospectus Supplement to Prospectus Dated April 27, 2012


Wells Fargo & Company
2,000,000 Depositary Shares, Each Representing a 1/25th Interest in a Share of
5.90% Fixed-to-Floating Rate Non-Cumulative Perpetual Class A Preferred Stock, Series S


Wells Fargo & Company is offering 2,000,000 depositary shares, each representing a 1/25th interest in a share of 5.90% Fixed-to-Floating Rate Non-Cumulative
Perpetual Class A Preferred Stock, Series S, no par value, with a liquidation preference amount of $25,000 per share (equivalent to $1,000 per depositary share) (the "Series S 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 S Preferred Stock
represented by the depositary share.
Dividends on the Series S Preferred Stock, when, as and if declared by our board of directors or a duly authorized committee of the board, will accrue and be payable
on the liquidation preference amount of $25,000 per share, on a non-cumulative basis (i) from the date of issuance to, but excluding, June 15, 2024, semi-annually in arrears on the
15th day of each June and December, commencing December 15, 2014, at an annual rate of 5.90%, and (ii) from, and including, June 15, 2024, quarterly in arrears on the 15th day of
each March, June, September and December, commencing September 15, 2024, at an annual rate equal to three-month LIBOR plus 3.11%. If our board of directors or a duly authorized
committee of the board has not declared a dividend on the Series S 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 S Preferred
Stock are declared for any future dividend period.
The Series S Preferred Stock may be redeemed by us at our option in whole, or in part, on June 15, 2024, or on any dividend payment date thereafter, at a redemption
price equal to $25,000 per share of Series S 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 S Preferred Stock may also be redeemed by us at our option in whole, but not in part, prior to June 15, 2024, upon the occurrence of a
"regulatory capital treatment event," as described herein, at a redemption price equal to $25,000 per share of Series S Preferred Stock (equivalent to $1,000 per depositary share), plus an
amount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends.
The depositary shares will not be listed on any securities exchange or automated quotation system.
The depositary shares are unsecured securities of Wells Fargo & Company. The depositary shares are not savings accounts, deposits, or other obligations of a
depository institution and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency.


Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.


Investing in the depositary shares involves risks. See "Risk Factors" beginning on page S-10.

Proceeds, before
Underwriting
expenses, to

Public Offering Price
Discount
Wells Fargo
Per Depositary Share

$1,000

$10

$990
Total

$2,000,000,000

$20,000,000
$1,980,000,000


The underwriters expect to deliver the depositary shares in book-entry form through the facilities of The Depository Trust Company for the accounts of its participants,
including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking société anonyme on April 22, 2014.
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
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Definitive Prospectus Supplement to Prospectus Dated April 27, 2012
Industry Regulatory Authority ("FINRA") Rule 5121, as administered by FINRA.


Sole Book Running Manager
Wells Fargo Securities
Joint Lead Managers

ANZ Securities

Banca IMI

HSBC
National Australia Bank Limited

RBS


Prospectus Supplement dated April 14, 2014
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
You should rely only on the information contained in this prospectus supplement, the accompanying prospectus, any related
free writing prospectus prepared by or on behalf of us and the documents they incorporate by reference. We have not, and the
underwriters have not, authorized anyone to provide you with information that is different. This prospectus supplement and the
accompanying prospectus may only be used where it is legal to sell these securities. The information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus may only be accurate as of their respective dates.
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. This prospectus supplement and the accompanying prospectus 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.
WELLS FARGO & COMPANY
We are a diversified financial services company organized under the laws of the State of Delaware and registered as a financial
holding company and a bank holding company under the Bank Holding Company Act of 1956, as amended. We provide banking, insurance, trust
and investments, mortgage banking, investment banking, retail banking, brokerage services and consumer finance through stores, ATMs, the
internet and other distribution channels to individuals, businesses and institutions in all 50 states, the District of Columbia, and in other countries.
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.

S-2
Table of Contents
SUMMARY
The following information about the depositary shares and the Series S Preferred Stock summarizes, and should be read in
conjunction with, the information contained in this prospectus supplement and in the accompanying prospectus. It may not contain all the
information that is important to you. You should carefully read this prospectus supplement and the accompanying prospectus to understand
fully the terms of the depositary shares and other considerations that are important to you in making a decision about whether to invest in the
depositary shares. To the extent the information in this prospectus supplement is inconsistent with the information in the accompanying
prospectus, you should rely on the information in this prospectus supplement. You should pay special attention to the "Risk Factors" section
of this prospectus supplement to determine whether an investment in the depositary shares is appropriate for you.

Issuer
Wells Fargo & Company

Securities Offered
We are offering 2,000,000 depositary shares, each representing a 1/25th
interest in a share of Series S Preferred Stock. Each holder of depositary
shares will be entitled, through the depositary, in proportion to the
applicable fraction of a share of Series S Preferred Stock represented by
such depositary shares, to all the rights, powers and preferences of the
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Definitive Prospectus Supplement to Prospectus Dated April 27, 2012
Series S 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 S
Preferred Stock and depositary shares representing interests in such
shares, without notice to, or consent from, the existing holders of Series S

Preferred Stock or holders of the depositary shares, and all those
additional shares would be deemed to form a single series with the
Series S Preferred Stock, described by this prospectus supplement and the
accompanying prospectus.

Ranking
The Series S Preferred Stock will rank equally with our parity stock (as
defined below in "Description of the Series S Preferred Stock--
Dividends") as to payment of dividends and distribution of assets upon
our liquidation, dissolution or winding up. The Series S Preferred Stock
will rank senior to our common stock, and any of our other stock that is
expressly made junior to the Series S 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 S Preferred Stock as to dividends and/or distribution of
assets upon our liquidation, dissolution or winding up. We may also
create and issue shares of preferred stock and preference stock ranking
senior to the Series S Preferred


S-3
Table of Contents
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 S 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 S Preferred Stock.

Dividends
Dividends on the Series S Preferred Stock, when, as and if declared by our
board of directors or a duly authorized committee of the board, will accrue
and be payable out of legally available funds on the liquidation preference
amount of $25,000 per share, on a non-cumulative basis (i) from the date
of issuance to, but excluding, June 15, 2024, semi-annually in arrears on
the 15th day of each June and December, commencing December 15,
2014, at an annual rate of 5.90%, and (ii) from, and including, June 15,
2024, quarterly in arrears on the 15th day of each March, June, September
and December, commencing September 15, 2024, at an annual rate equal
to three-month LIBOR plus 3.11%; 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 S Preferred
Stock will be distributed to holders of the depositary shares in the manner
described under "Description of the Depositary Shares--Dividends and
Other Distributions."

A "dividend period" is the period from, and including, a dividend
payment date (as defined below) to, but excluding, the next dividend

payment date, except for the initial dividend period, which will be the
period from, and including, April 22, 2014 to, but excluding,
December 15, 2014.

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Definitive Prospectus Supplement to Prospectus Dated April 27, 2012
If our board of directors or a duly authorized committee of the board has
not declared a dividend on the Series S 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 S Preferred Stock are declared for
any future dividend period.


So long as any shares of Series S Preferred Stock remain outstanding,

(1) no dividend shall be declared and paid or set aside for
payment and no distribution shall be declared and made or set aside for

payment on any common stock, and no shares of common stock shall be
repurchased,


S-4
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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 S Preferred Stock--Dividends") other than common stock, and no
shares of junior stock other than common stock shall be repurchased,
redeemed or otherwise acquired for consideration by us, directly or
indirectly, nor shall any monies be paid to or made available for a sinking
fund for the redemption of any such junior stock other than common stock
by us (other than (i) a dividend payable solely in shares of junior stock,
(ii) any dividend in connection with the implementation of a stockholder
rights plan, or the redemption or repurchase of any rights under any such
plan, (iii) any dividend in the form of stock, warrants, options or other
rights where the dividend stock or stock issuable upon exercise of such
warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks equally with or junior to such stock,
(iv) as a result of a reclassification of junior stock other than common

stock for or into other junior stock, (v) the exchange or conversion of one
share of junior stock other than common stock for or into another share of
junior stock, (vi) through the use of proceeds of a substantially
contemporaneous sale of other shares of junior stock, (vii) any purchase,
redemption or other acquisition of junior stock other than common stock
pursuant to any employee, consultant or director incentive or benefit plan
or arrangement (including any employment, severance or consulting
arrangements) of ours or of any of our subsidiaries adopted before or after
the date of this prospectus supplement, (viii) any purchase of fractional
interests in shares of our junior stock other than common stock pursuant
to the conversion or exchange provisions of such junior stock other than
common stock or the securities being converted or exchanged, (ix) the
purchase of our junior stock other than common stock by Wells Fargo
Securities, LLC, or any other affiliate of ours, in connection with the
distribution thereof or (x) the purchase of our junior stock other than
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Definitive Prospectus Supplement to Prospectus Dated April 27, 2012
common stock by Wells Fargo Securities, LLC, or any other affiliate of
ours, in connection with market-making


S-5
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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 S 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 S Preferred Stock have been

declared and paid or declared and a sum sufficient for the payment of
those dividends has been set aside.

Except as provided below, for so long as any share of Series S 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 S Preferred Stock. To the extent that we

declare dividends on the Series S 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 S Preferred Stock and the holders of any parity stock
where the terms of such parity stock provide similar dividend rights.


S-6
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Subject to the conditions described above, and not otherwise, dividends
(payable in cash, stock or otherwise), as may be determined by our board
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Definitive Prospectus Supplement to Prospectus Dated April 27, 2012
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 S Preferred Stock, from time to time out of
any assets legally available for such payment, and the holders of the
Series S Preferred Stock shall not be entitled to participate in those
dividends.

See "Description of the Series S Preferred Stock--Dividends" for more

information about the payment of dividends.

Dividend Payment Dates
Semi-annually on the 15th day of each June and December, commencing
December 15, 2014 and ending June 15, 2024, and quarterly on the 15th
day of each March, June, September and December, commencing
September 15, 2024 (each a "dividend payment date"). If any date on or
prior to June 15, 2024 on which dividends otherwise would be payable is
not a business day (as defined below under "Description of the Series S
Preferred Stock--Dividends"), then the dividend payment date will be the
next succeeding business day, without interest or other payment in respect
of such delay. If any date after June 15, 2024 on which dividends would
otherwise be payable is not a business day, then payment of any dividend
payable on such date will be made on the next succeeding business day
unless that day falls in the next calendar month, in which case the
dividend payment date will be the immediately preceding business day,
and dividends will accrue to the actual payment date.

Liquidation Rights
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of the Series S 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 S Preferred Stock as to such
distribution, a liquidating distribution of $25,000 per share of Series S
Preferred Stock (equivalent to $1,000 per depositary share), plus an
amount equal to any declared and unpaid dividends, without accumulation
of any undeclared dividends. Distributions will be made only to the extent
of our assets remaining available after satisfaction of all liabilities to
creditors and subject to the rights of holders of any securities ranking
senior to the Series S Preferred Stock and pro rata as to the Series S
Preferred Stock and shares of our parity stock as to such distribution.


S-7
Table of Contents
See "Description of the Series S Preferred Stock--Liquidation Rights" for

more information about liquidation rights.

Optional Redemption
Subject to applicable law, the Series S Preferred Stock may be redeemed
by us at our option in whole, or in part, on June 15, 2024, or on any
dividend payment date thereafter, at a redemption price equal to $25,000
per share of Series S 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 S Preferred Stock may also be redeemed by us at our
option in whole, but not in part, prior to June 15, 2024, upon the
occurrence of a "regulatory capital treatment event," as described herein,
at a redemption price equal to $25,000 per share of Series S Preferred
Stock (equivalent to $1,000 per depositary share), plus an amount equal
to any declared and unpaid dividends, without accumulation of any
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Definitive Prospectus Supplement to Prospectus Dated April 27, 2012
undeclared dividends.

Our right to redeem the Series S 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 S Preferred Stock is
subject to the prior approval of the Federal Reserve Board. Our
redemption of the Series S Preferred Stock will cause the redemption of
the corresponding depositary shares.

Neither the holders of the Series S Preferred Stock nor the holders of the

related depositary shares will have the right to require redemption.

See "Description of the Series S Preferred Stock--Optional Redemption"

for more information about optional redemption.

Voting Rights
The holders of shares of the Series S 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 S Preferred Stock--Voting
Rights" and "Description of the Depositary Shares--Voting the Series S
Preferred Stock."


S-8
Table of Contents
Maturity
The Series S Preferred Stock does not have a maturity date, and we are
not required to redeem the Series S Preferred Stock. Accordingly, the
Series S 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 S Preferred Stock do not have any
preemptive or conversion rights.

No Listing
The depositary shares will not be listed on any securities exchange or
automated quotation system.

Depositary, Transfer Agent and Registrar
Wells Fargo Bank, N.A. will serve as depositary, transfer agent and
registrar for the Series S Preferred Stock and as transfer agent and
registrar for the depositary shares.

Calculation Agent
Wells Fargo Securities, LLC will serve as calculation agent.

Tax Consequences
For a discussion of the tax consequences relating to the Series S Preferred
Stock, see "Certain U.S. Federal Income Tax Considerations" herein and
in the accompanying prospectus.

Use of Proceeds
See "Use of Proceeds" in the accompanying prospectus.

Conflicts of Interest
The representative of the underwriters, Wells Fargo Securities, LLC, is
our affiliate and is a member of FINRA. The distribution arrangements
for this offering comply with the requirements of FINRA Rule 5121
regarding a FINRA member firm's participation in the distribution of
securities of an affiliate. In accordance with Rule 5121, no FINRA
member that has a conflict of interest under Rule 5121 may make sales in
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Definitive Prospectus Supplement to Prospectus Dated April 27, 2012
this offering to any discretionary account without the prior approval of the
customer. Our affiliates, including Wells Fargo Securities, LLC, may use
this prospectus supplement and the accompanying prospectus in
connection with offers and sales of the depositary shares in the secondary
market. These affiliates may act as principal or agent in those
transactions. Secondary market sales will be made at prices related to
market prices at the time of sale.


S-9
Table of Contents
RISK FACTORS
Your investment in our depositary shares involves risks. This prospectus supplement does not describe all of those risks. Before
purchasing any depositary shares, you should carefully consider the following risk factors, in addition to the other information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus, including the discussion under "Item 1A. Risk Factors"
in our Annual Report on Form 10-K for the year ended December 31, 2013, as such discussion may be amended or updated in other reports filed
by us with the SEC (other than the portions of those documents not deemed to be filed).
You are making an investment decision about the depositary shares as well as our Series S Preferred Stock.
As described in this prospectus supplement, we are issuing fractional interests in shares of our Series S Preferred Stock in the form of
depositary shares. Accordingly, the depositary will rely solely on the dividend payments it receives on the Series S Preferred Stock from us to fund
all dividend payments on the depositary shares. You should carefully review the information in this prospectus supplement and the accompanying
prospectus regarding our depositary shares and Series S Preferred Stock.
Our ability to pay dividends on the Series S Preferred Stock, and therefore your ability to receive dividend payments on the depositary
shares, may be limited by state law, federal regulatory considerations and the results of operations of our subsidiaries.
We are incorporated in Delaware and governed by the Delaware General Corporation Law and our ability to make dividend payments
is subject to the laws of Delaware. We are also a regulated bank holding company, and we conduct substantially all of our operations through our
banking and other subsidiaries. Our ability to make dividend payments on the Series S Preferred Stock is subject to various regulatory limitations,
including limitations on our ability to receive dividends and other distributions from our subsidiaries.
Delaware law allows a corporation to pay dividends only out of surplus, as determined under Delaware law or, if there is no surplus,
out of net profits for the fiscal year in which the dividend was declared and for the preceding fiscal year. Under Delaware law, however, we cannot
pay dividends out of net profits if, after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of all
classes having a preference upon the distribution of assets.
Our ability to make dividend payments may also be restricted by federal regulations applicable to us as a bank holding company and
to our banking subsidiaries. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") requires federal banking
agencies to establish more stringent risk-based capital guidelines and leverage limits applicable to banks and bank holding companies, and
especially those institutions with consolidated assets equal to or greater than $50 billion. In July 2013, the federal banking agencies approved final
and interim final rules, which implement in the United States the Basel Committee on Banking Supervision's regulatory capital guidelines,
including the reforms known as Basel III. The Federal Reserve Board's final rule sets forth the proposed criteria for qualifying additional Tier 1
capital instruments consistent with Basel III, including the requirement that any dividends on such instruments be paid out of the banking
organization's net income, retained earnings and surplus, if any, related to additional Tier 1 capital instruments. The federal banking agencies'
rules also introduce new capital conservation buffer requirements. The failure to maintain the capital buffers, once effective, may result in
limitations or restrictions on the ability of Wells Fargo and our banking subsidiaries, to make capital distributions. The Federal Reserve Board also
requires large bank holding companies, including us, to submit annual capital plans and to obtain regulatory approval before making capital
distributions, such as the payment of dividends. Federal banking laws also regulate the amount of dividends that may be paid by our banking
subsidiaries without prior regulatory approval.
In addition to the foregoing limitations, payments to us by our subsidiaries also will be contingent upon those subsidiaries' earnings
and business considerations. Furthermore, our right to receive any assets of any

S-10
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Definitive Prospectus Supplement to Prospectus Dated April 27, 2012
Table of Contents
of our subsidiaries upon their liquidation, reorganization or otherwise, and thus your ability as a holder of depositary shares to benefit indirectly
from such distributions, will be subject to the prior claims of the subsidiaries' creditors. Even if we were a creditor of any of our subsidiaries, our
rights as a creditor would be subordinate to any security interest in the assets of those subsidiaries and any indebtedness of those subsidiaries senior
to that held by us.
Proposals by the Federal Reserve Board may further limit, restrict or prohibit our ability to pay dividends. These proposed rules, if
finalized, would impose capital distribution restrictions, including on the payment of dividends, upon the occurrence of capital, stress test, risk
management or liquidity risk management triggers and upon our failure to maintain a proposed supplementary leverage ratio of 5%. These or any
future proposed rules, regulations or capital distribution constraints could adversely affect our ability to pay dividends, the ability of our banking
subsidiaries to pay dividends to us, our ability to pay dividends on the Series S Preferred Stock and your ability to receive dividends on the
depositary shares.
The Series S Preferred Stock is an equity security and is subordinate to our existing and future indebtedness.
The shares of Series S Preferred Stock are our equity interests and do not constitute indebtedness. This means that the depositary
shares, which represent proportional fractional interests in the shares of Series S Preferred Stock, will rank junior to all of our indebtedness and to
other non-equity claims on us and our assets available to satisfy claims on us, including claims in our liquidation. Our existing and future
indebtedness may restrict payment of dividends on the Series S Preferred Stock.
Additionally, unlike indebtedness, where principal and interest customarily are payable on specified due dates, in the case of preferred
stock like the Series S Preferred Stock, (1) dividends are payable only if declared by our board of directors or a duly authorized committee of the
board and (2) as a corporation, we are subject to restrictions on dividend payments and redemption payments out of legally available assets.
Further, the Series S Preferred Stock places no restrictions on our business or operations or on our ability to incur indebtedness or engage in any
transactions, subject only to the limited voting rights referred to below under "--Holders of the Series S Preferred Stock, and therefore the holders
of the depositary shares representing the Series S Preferred Stock, will have limited voting rights." Further, as a bank holding company, our ability
to declare and pay dividends depends on a number of federal regulatory considerations as described above under "--Our ability to pay dividends
on the Series S Preferred Stock, and therefore your ability to receive dividend payments on the depositary shares, may be limited by federal
regulatory considerations and the results of operations of our subsidiaries."
The Series S Preferred Stock may be junior in rights and preferences to our future preferred stock or preference stock.
We may in the future create and issue additional shares of preferred stock and shares of preference stock ranking senior to the Series S
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 S Preferred Stock and other parity stock entitled to vote thereon. The terms of any of our future preferred stock or preference
stock which by its terms is expressly senior to the Series S Preferred Stock may restrict dividend payments on the Series S Preferred Stock. This
could result in dividends on the Series S Preferred Stock not being paid.
Dividends on the Series S Preferred Stock are discretionary and non-cumulative. If our board of directors does not declare dividends on
the Series S Preferred Stock, holders of depositary shares will not be entitled to receive related dividends on their depositary shares.
Dividends on the Series S Preferred Stock are discretionary and non-cumulative. Holders of the Series S Preferred Stock, including
the depositary, will only be entitled to receive dividends for any given period

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if, when and as declared by our board of directors or a duly authorized committee of the board out of legally available assets. Consequently, if our
board of directors or a duly authorized committee of the board does not authorize and declare a dividend for any dividend period prior to the related
dividend payment date, the depositary would not receive any such dividend, no related dividend will be made on the depositary shares and such
unpaid dividend will not accrue or be payable for such dividend period. We will have no obligation to pay dividends accrued for a dividend period
after the dividend payment date for such period, and holders of depositary shares will not be entitled to receive any related dividend with respect to
such dividends, if our board of directors or a duly authorized committee of the board has not declared such dividend before the related dividend
payment date, whether or not dividends are declared for any subsequent dividend period with respect to the Series S Preferred Stock. If our board
of directors or a duly authorized committee of the board does not declare and pay dividends on the Series S Preferred Stock, you will not receive
related dividends on your depositary shares and the market price of your depositary shares may decline.
Investors should not expect us to redeem the Series S Preferred Stock on the date it becomes redeemable or on any particular date after it
becomes redeemable.
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Definitive Prospectus Supplement to Prospectus Dated April 27, 2012
The Series S Preferred Stock is a perpetual equity security. This means that it has no maturity or mandatory redemption date and is
not redeemable at the option of the holders of the Series S Preferred Stock or the holders of the depositary shares offered by this prospectus
supplement. The Series S Preferred Stock may be redeemed by us at our option, either in whole or in part, on any dividend payment date on or
after June 15, 2024. The Series S Preferred Stock may also be redeemed by us at our option in whole, but not in part, prior to June 15, 2024, upon
the occurrence of a "regulatory capital treatment event" as described herein. Any decision we may make at any time to propose a redemption of the
Series S Preferred Stock will depend upon, among other things, our evaluation of our capital position, the composition of our stockholders' equity
and general market conditions at that time.
Our right to redeem the Series S Preferred Stock is subject to limitations. Under the Federal Reserve Board's risk-based capital
guidelines applicable to bank holding companies, any redemption of the Series S Preferred Stock is subject to prior approval of the Federal Reserve
Board. We cannot assure you that the Federal Reserve Board will approve any redemption of the Series S Preferred Stock that we may propose.
The Series S 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.
Subject to the approval of the Federal Reserve Board, at our option, we may redeem the Series S Preferred Stock in whole, but not in
part, prior to June 15, 2024 upon the occurrence of a "regulatory capital treatment event," such as a change or proposed change in law or regulation
on or after the date hereof with respect to whether the Series S Preferred Stock qualifies as a Tier 1 capital instrument. We may also redeem the
Series S Preferred Stock at our option, either in whole or in part, on any dividend payment date on or after June 15, 2024, subject to the approval of
the Federal Reserve Board. If we redeem the Series S Preferred Stock, you may not be able to reinvest the redemption price you receive in a
similar security. See "Description of the Series S Preferred Stock--Optional Redemption" for more information on redemption of the Series S
Preferred Stock.
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 S Preferred Stock.
The terms of our outstanding junior subordinated debt securities prohibit us from declaring or paying any dividends on or redeeming
the Series S Preferred Stock if an event of default has occurred and is continuing, if we are in default with respect to a guarantee payment under the
guarantee of the related trust preferred securities or if we have given notice of our election to defer interest payments but the related deferral period
has not yet commenced or a deferral period is continuing.

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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 S Preferred Stock, could cause the liquidity or trading price of the depositary shares to decline significantly.
Real or anticipated changes in the credit ratings assigned to the depositary shares, the Series S Preferred Stock or our credit ratings
generally could affect the trading price of the depositary shares. Credit ratings are not a recommendation to buy, sell or hold any security, and may
be revised or withdrawn at any time by the issuing organization in its sole discretion. In addition, credit rating agencies continually review their
ratings for the companies that they follow, including us. The credit rating agencies also evaluate the financial services industry as a whole and may
change their credit rating for us and our securities, including the Series S Preferred Stock and depositary shares, based on their overall view of our
industry.
An active trading market for the Series S Preferred Stock and the related depositary shares does not exist and may not develop.
The Series S Preferred Stock and the related depositary shares are new issues of securities with no established trading market. We do
not intend to list the depositary shares on any securities exchange or automated quotation system. We cannot predict how the depositary shares
will trade in the secondary market or whether that market will be liquid or illiquid. The number of potential buyers of the depositary shares in any
secondary market will be limited. Although the underwriters may purchase and sell the depositary shares in the secondary market from time to
time, the underwriters will not be obligated to do so and may discontinue making a market for the depositary shares at any time without giving us
notice. We cannot assure you that a secondary market for the depositary shares will develop, or that if one develops, it will be maintained. If an
active, liquid market does not develop for the depositary shares, the market price and liquidity of the depositary shares may be adversely affected.
Holders of the Series S Preferred Stock, and therefore the holders of the depositary shares representing the Series S Preferred Stock, will
have limited voting rights.
Holders of the Series S Preferred Stock, and therefore holders of the depositary shares, have no voting rights with respect to matters
that generally require the approval of voting stockholders. However, holders of the Series S Preferred Stock will have the right to vote on certain
matters, as described below under "Description of Series S Preferred Stock--Voting Rights," and holders of the Series S Preferred Stock will have
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