Obbligazione Wells Fargo & Company 0% ( US94986RB918 ) in USD

Wells Fargo & Company

94.66 USD ▲

Stati Uniti

US94986RB918 ( in USD )

23/12/2030

Prospetto opuscolo dell'obbligazione Wells Fargo US94986RB918 en USD 0%, scadenza 23/12/2030

1 000 USD

3 570 000 USD

94986RB91

N/A

A1 ( Upper medium grade - Investment-grade )

Wells Fargo è una delle maggiori istituzioni finanziarie statunitensi, operante nel settore bancario, finanziario e di gestione patrimoniale.

The Obbligazione issued by Wells Fargo & Company ( United States ) , in USD, with the ISIN code US94986RB918, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 23/12/2030

The Obbligazione issued by Wells Fargo & Company ( United States ) , in USD, with the ISIN code US94986RB918, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

Definitive Pricing Supplement No. 592
Page 1 of 24
424B2 1 d105517d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 592
Filed Pursuant to Rule 424(b)(2)
File No. 333-202840
Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered
Offering Price
Registration Fee(1)
Medium Term Notes, Series K, Notes Linked to the 10-Year Constant
Maturity Swap Rate due December 23, 2030
$3,570,000
$359.50
(1)
The total filing fee of $359.50 is calculated in accordance with Rule 457(r) of the Securities Act of 1933 (the
"Securities Act") and will be paid by wire transfer within the time required by Rule 456(b) of the Securities Act.
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Definitive Pricing Supplement No. 592
Page 2 of 24
PRICING SUPPLEMENT No. 592 dated December 18, 2015
(To Prospectus Supplement dated March 18, 2015
and Prospectus dated March 18, 2015)
Wells Fargo & Company
Medium-Term Notes, Series K
Fixed to Floating Rate Notes
Notes Linked to the 10-Year Constant Maturity Swap Rate
due December 23, 2030
Quarterly interest payments
The per annum rate of interest payable on the notes will be equal to 4.50% for the first three years
and thereafter will be reset quarterly and will be equal to the product of the 10-Year Constant
Maturity Swap Rate and a multiplier equal to 0.975.
Term of 15 years
Survivor's option
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
No exchange listing; designed to be held to maturity
On the date of this pricing supplement, the estimated value of the notes is $927.74 per note. The estimated value of the notes
was determined for us by Wells Fargo Securities, LLC using its proprietary pricing models. It is not an indication of actual profit
to us or to Wells Fargo Securities, LLC or any of our other affiliates, nor is it an indication of the price, if any, at which Wells
Fargo Securities, LLC or any other person may be willing to buy the notes from you at any time after issuance. See "Investment
Description" in this pricing supplement.
The notes have complex features and investing in the notes involves risks not associated with an
investment in conventional debt securities. See "Risk Factors" on page PRS-8.
The notes are unsecured obligations of Wells Fargo & Company and all payments on the notes are subject to the credit risk of
Wells Fargo & Company. The notes are not deposits or other obligations of a depository institution and are not insured by the
Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency of the United States or
any other jurisdiction.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this pricing supplement or the accompanying prospectus supplement and prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
Original Offering Price
Agent Discount(1)
Proceeds to Wells Fargo
Per Note
$1,000.00
$20.00
$980.00
Total
$3,570,000.00
$68,262.50
$3,501,737.50
(1)
The per note agent discount in the table above represents the maximum agent discount payable per note. The total agent discount and total proceeds
to Wells Fargo in the table above reflect the actual total agent discount payable in respect of the notes. Wells Fargo Securities, LLC, a wholly owned
subsidiary of Wells Fargo & Company, is the agent for the distribution of the notes and is acting as principal. See "Investment Description" in this
pricing supplement for further information.
Wells Fargo Securities
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Definitive Pricing Supplement No. 592
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Fixed to Floating Rate Notes
Notes Linked to the 10-Year Constant Maturity Swap Rate due December 23, 2030
Investment Description
The Notes Linked to the 10-Year Constant Maturity Swap Rate due December 23, 2030 are senior unsecured debt
securities of Wells Fargo & Company and are part of a series entitled "Medium-Term Notes, Series K."
All payments on the notes are subject to the credit risk of Wells Fargo.
The notes are designed for investors who seek fixed rate interest payments equal to 4.50% per annum for the first three
years and floating interest rate payments linked to the 10-Year Constant Maturity Swap Rate (the "10-Year CMS Rate")
thereafter and who are willing to accept floating interest payments at a rate that will be less than the 10-Year CMS Rate
(due to the multiplier of 0.975) in exchange for the fixed interest rate in the first three years. The 10-Year CMS Rate is, on
any U.S. government securities business day, the fixed rate of interest payable on an interest rate swap with a 10-year
maturity as reported by Reuters Screen ISDAFIX1 Page as of 11:00 a.m., New York City time, on that day. An interest
rate swap rate, at any given time, generally indicates the fixed rate of interest (paid semi-annually) that a counterparty in
the swaps market would have to pay for a given maturity in order to receive a floating rate (paid quarterly) equal to 3
month LIBOR for that same maturity. The 10-Year CMS Rate is one of the market-accepted indicators of longer term
interest rates.
You should read this pricing supplement together with the prospectus supplement dated March 18, 2015 and prospectus
dated March 18, 2015 for additional information about the notes. Information included in this pricing supplement
supersedes information in the prospectus supplement and prospectus to the extent it is different from that information.
Certain defined terms used but not defined herein have the meanings set forth in the prospectus supplement.
You may access the prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such
address has changed, by reviewing our filings for the relevant date on the SEC website):
· Prospectus Supplement dated March 18, 2015 and Prospectus dated March 18, 2015 filed with the SEC on March 18,
2015:
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PRS-2
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Definitive Pricing Supplement No. 592
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Fixed to Floating Rate Notes
Notes Linked to the 10-Year Constant Maturity Swap Rate due December 23, 2030
Investment Description (Continued)
The original offering price of each note of $1,000 includes certain costs that are borne by you. Because of these costs, the
estimated value of the notes on the pricing date is less than the original offering price. The costs included in the original
offering price relate to selling, structuring, hedging and issuing the notes, as well as to our funding considerations for debt
of this type.
The costs related to selling, structuring, hedging and issuing the notes include (i) the agent discount, (ii) the projected
profit that our hedge counterparty (which may be one of our affiliates) expects to realize for assuming risks inherent in
hedging our obligations under the notes and (iii) hedging and other costs relating to the offering of the notes.
Our funding considerations take into account the higher issuance, operational and ongoing management costs of market-
linked debt such as the notes as compared to our conventional debt of the same maturity, as well as our liquidity needs and
preferences. Our funding considerations are reflected in the fact that we determine the economic terms of the notes based
on an assumed funding rate that is generally lower than the interest rates implied by secondary market prices for our debt
obligations and/or by other traded instruments referencing our debt obligations, which we refer to as our "secondary
market rates." As discussed below, our secondary market rates are used in determining the estimated value of the notes.
If the costs relating to selling, structuring, hedging and issuing the notes were lower, or if the assumed funding rate we use
to determine the economic terms of the notes were higher, the economic terms of the notes would be more favorable to
you and the estimated value would be higher. The estimated value of the notes as of the pricing date is set forth on the
cover page of this pricing supplement.
Determining the estimated value
Our affiliate, Wells Fargo Securities, LLC ("WFS"), calculated the estimated value of the notes set forth on the cover page
of this pricing supplement based on its proprietary pricing models. Based on these pricing models and related market
inputs and assumptions referred to in this section below, WFS determined an estimated value for the notes by estimating
the value of the combination of hypothetical financial instruments that would replicate the payout on the notes, which
combination consists of a non-interest bearing, fixed-income bond (the "debt component") and one or more derivative
instruments underlying the economic terms of the notes (the "derivative component").
The estimated value of the debt component is based on a reference interest rate, determined by WFS as of a recent date,
that generally tracks our secondary market rates. Because WFS does not continuously calculate our reference interest rate,
the reference interest rate used in the calculation of the estimated value of the debt component may be higher or lower than
our secondary market rates at the time of that calculation. As noted above, we determine the economic terms of the notes
based upon an assumed funding rate that is generally lower than our secondary market rates. In contrast, in determining
the estimated value of the notes, we value the debt component using a reference interest rate that generally tracks our
secondary market rates. Because the reference interest rate is generally higher than the assumed funding rate, using the
reference interest rate to value the debt component generally results in a lower estimated value for the debt component,
which we believe more closely approximates a market valuation of the debt component than if we had used the assumed
funding rate.
WFS calculated the estimated value of the derivative component based on a proprietary derivative-pricing model, which
generated a theoretical price for the derivative instruments that constitute the derivative component based on various
inputs, including the "derivative component factors" identified in "Risk Factors--The Value Of The Notes Prior To Stated
Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways." These inputs may be
market-observable or may be based on assumptions made by WFS in its discretion.
The estimated value of the notes determined by WFS is subject to important limitations. See "Risk Factors--The
Estimated Value Of The Notes Is Determined By Our Affiliate's Pricing Models, Which May Differ From Those Of Other
Dealers" and "--Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse
To Your Interests."
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Definitive Pricing Supplement No. 592
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Valuation of the notes after issuance
The estimated value of the notes is not an indication of the price, if any, at which WFS or any other person may be willing
to buy the notes from you in the secondary market. The price, if any, at which WFS or any of its affiliates may purchase
the notes in the
PRS-3
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Definitive Pricing Supplement No. 592
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Fixed to Floating Rate Notes
Notes Linked to the 10-Year Constant Maturity Swap Rate due December 23, 2030
Investment Description (Continued)
secondary market will be based upon WFS's proprietary pricing models and will fluctuate over the term of the notes due
to changes in market conditions and other relevant factors. However, absent changes in these market conditions and other
relevant factors, except as otherwise described in the following paragraph, any secondary market price will be lower than
the estimated value on the pricing date because the secondary market price will be reduced by a bid-offer spread, which
may vary depending on the aggregate principal amount of the notes to be purchased in the secondary market transaction,
and the expected cost of unwinding any related hedging transactions. Accordingly, unless market conditions and other
relevant factors change significantly in your favor, any secondary market price for the notes is likely to be less than the
original offering price.
If WFS or any of its affiliates makes a secondary market in the notes at any time up to the issue date or during the 6-month
period following the issue date, the secondary market price offered by WFS or any of its affiliates will be increased by an
amount reflecting a portion of the costs associated with selling, structuring, hedging and issuing the notes that are included
in the original offering price. Because this portion of the costs is not fully deducted upon issuance, any secondary market
price offered by WFS or any of its affiliates during this period will be higher than it would be if it were based solely on
WFS's proprietary pricing models less the bid-offer spread and hedging unwind costs described above. The amount of this
increase in the secondary market price will decline steadily to zero over this 6-month period. If you hold the notes through
an account at WFS or any of its affiliates, we expect that this increase will also be reflected in the value indicated for the
notes on your brokerage account statement.
If WFS or any of its affiliates makes a secondary market in the notes, WFS expects to provide those secondary market
prices to any unaffiliated broker-dealers through which the notes are held and to commercial pricing vendors. If you hold
your notes through an account at a broker-dealer other than WFS or any of its affiliates, that broker-dealer may obtain
market prices for the notes from WFS (directly or indirectly), but could also obtain such market prices from other sources,
and may be willing to purchase the notes at any given time at a price that differs from the price at which WFS or any of its
affiliates is willing to purchase the notes. As a result, if you hold your notes through an account at a broker-dealer other
than WFS or any of its affiliates, the value of the notes on your brokerage account statement may be different than if you
held your notes at WFS or any of its affiliates.
The notes will not be listed or displayed on any securities exchange or any automated quotation system. Although WFS
and/or its affiliates may buy the notes from investors, they are not obligated to do so and are not required to make a market
for the notes. There can be no assurance that a secondary market will develop.
PRS-4
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Definitive Pricing Supplement No. 592
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Fixed to Floating Rate Notes
Notes Linked to the 10-Year Constant Maturity Swap Rate due December 23, 2030
Investor Considerations
We have designed the notes for investors who:
seek current income at a fixed rate of interest of 4.50% per annum for the first three years and a floating rate of interest
thereafter;
seek an investment with a per annum interest rate that will be reset quarterly after the first three years and will be equal
to the product of the 10-Year CMS Rate and the multiplier of 0.975;
are willing to accept a floating interest rate on the notes that will be lower than the 10-Year CMS Rate after the first
three years due to the multiplier of 0.975 in exchange for a fixed interest rate of 4.50% per annum for the first three
years;
are willing to hold the notes until maturity; and
seek an investment with a survivor's option.
The notes are not designed for, and may not be a suitable investment for, investors who:
seek a liquid investment or are unable or unwilling to hold the notes to maturity;
are unwilling to purchase notes with an estimated value as of the pricing date that is lower than the original offering
price, as set forth on the cover page;
are unwilling to accept the credit risk of Wells Fargo; or
prefer the certainty of investments with fixed coupons for the entire term of the investment and with comparable
maturities issued by companies with comparable credit ratings.
PRS-5
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Definitive Pricing Supplement No. 592
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Fixed to Floating Rate Notes
Notes Linked to the 10-Year Constant Maturity Swap Rate due December 23, 2030
Terms of the Notes
Pricing Date:
December 18, 2015.
Issue Date:
December 23, 2015. (T+3)
Original Offering $1,000 per note. References in this pricing supplement to a "note" are to a note with a principal
Price:
amount of $1,000.
December 23, 2030. The notes are not subject to redemption by Wells Fargo prior to the stated
Stated Maturity
maturity date. The notes are not subject to repayment at the option of any holder of the notes prior to
Date:
the stated maturity date except as set forth below under "Survivor's Option" on page PRS-11.
Unless repaid prior to stated maturity pursuant to the Survivor's Option described herein, a holder
Payment at
will be entitled to receive on the stated maturity date a cash payment in U.S. dollars equal to $1,000
Maturity:
per note, plus any accrued and unpaid interest.
Each March 23, June 23, September 23 and December 23, commencing March 23, 2016 and at
maturity. Except as described below for the first interest period, on each interest payment date,
interest will be paid for the period commencing on and including the immediately preceding interest
payment date and ending on and including the day immediately preceding that interest payment date.
Interest Payment This period is referred to as an "interest period." The first interest period will commence on and
Dates:
include the issue date and end on and include March 22, 2016. Interest payable with respect to an
interest period will be computed on the basis of a 360-day year of twelve 30-day months. If a
scheduled interest payment date is not a business day, interest will be paid on the next business day,
and interest on that payment will not accrue during the period from and after the scheduled interest
payment date.
The interest rate that will apply during the first twelve interest periods (up to and including the
interest period ending December 22, 2018) will be equal to 4.50% per annum. For all interest periods
commencing on or after December 23, 2018, the interest rate that will apply during an interest period
will be equal to (i) the 10-Year Constant Maturity Swap Rate on the determination date for such
interest period multiplied by (ii) the multiplier.
The "determination date" for an interest period commencing on or after December 23, 2018 will be
two U.S. government securities business days prior to the first day of such interest period.
"10-Year Constant Maturity Swap Rate," or "10-Year CMS Rate," means, for any determination
date, the "USD-ISDA-Swap Rate," which will be the rate for U.S. Dollar swaps with a designated
maturity of 10 years, expressed as a percentage, that appears on the Reuters Screen ISDAFIX1 Page
(or any successor page thereto) as of 11:00 a.m., New York City time, on such determination date.
Interest Rate:
If such rate does not appear on the Reuters Screen ISDAFIX1 Page (or any successor page thereto) at
such time, the calculation agent shall determine the 10-Year CMS Rate for the relevant determination
date on the basis of the mid-market semi-annual swap rate quotations provided by the reference
banks at approximately 11:00 a.m., New York City time, on such determination date. The calculation
agent will request the principal New York City office of each of the reference banks to provide a
quotation of its rate, and
(i) if at least three quotations are provided, the rate for that determination date will be the
arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of equality, one of
the lowest); and
(ii) if fewer than three quotations are provided, the calculation agent will determine the rate in
its sole discretion.
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PRS-6
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Definitive Pricing Supplement No. 592
Page 10 of 24
Fixed to Floating Rate Notes
Notes Linked to the 10-Year Constant Maturity Swap Rate due December 23, 2030
Terms of the Notes (Continued)
"U.S. government securities business day" means any day except for a Saturday, Sunday or a day on
which the Securities Industry and Financial Markets Association recommends that the fixed income
department of its members be closed for the entire day for purposes of trading in U.S. government
securities.
"Reference banks" means five leading swap dealers selected by the calculation agent in its sole
discretion in the New York City interbank market.
"Mid-market semi-annual swap rate" means, on any determination date, the mean of the bid and
offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-
floating U.S. Dollar interest rate swap transaction with a term equal to the applicable 10-year maturity
commencing on such determination date and in a representative amount with an acknowledged dealer
of good credit in the swap market, where the floating leg, calculated on an actual/360 day count basis,
is equivalent to U.S. Dollar LIBOR with a designated maturity of three months.
"Representative amount" means an amount that is representative for a single transaction in the
relevant market at the relevant time as determined by the calculation agent in its sole discretion.
Calculation
Agent:
Wells Fargo Securities, LLC.
Multiplier
0.975
Material Tax
For a discussion of the material U.S. federal income and certain estate tax consequences of the
Consequences:
ownership and disposition of the notes, see "United States Federal Tax Considerations."
We have agreed to repay the notes, if requested by the authorized representative of the beneficial
Survivor's
owner of such notes, following the death of the beneficial owner as described under "Survivor's
Option:
Option" below on page PRS-11.
No Listing:
The notes will not be listed on any securities exchange or automated quotation system.
Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Company. The agent may
resell the notes to other securities dealers at the original offering price of the notes less a concession
not in excess of $20.00 per note. Such securities dealers may include Wells Fargo Advisors, LLC, one
of our affiliates.
Agent:
The agent or another affiliate of ours expects to realize hedging profits projected by its proprietary
pricing models to the extent it assumes the risks inherent in hedging our obligations under the notes. If
any dealer participating in the distribution of the notes or any of its affiliates conducts hedging
activities for us in connection with the notes, that dealer or its affiliate will expect to realize a profit
projected by its proprietary pricing models from such hedging activities. Any such projected profit
will be in addition to the discount or concession received in connection with the sale of the notes to
you.
Denominations: $1,000 and any integral multiple of $1,000
CUSIP:
94986RB91
PRS-7
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