Obligation Wells Fargo & Company 3.069% ( US949746SK86 ) en USD

Wells Fargo & Company

100 % ▲

Etas-Unis

US949746SK86 ( en USD )

3.069% par an ( paiement semestriel )

24/01/2023 - Obligation échue

Prospectus brochure de l'obligation Wells Fargo US949746SK86 en USD 3.069%, échue

1 000 USD

3 750 000 000 USD

949746SK8

BBB+ ( Qualité moyenne inférieure )

Wells Fargo est une société financière américaine offrant des services bancaires, d'investissement et de gestion de patrimoine à des particuliers et des entreprises.

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US949746SK86, paye un coupon de 3.069% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/01/2023

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US949746SK86, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US949746SK86, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d328952d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-195697
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Registration Fee(1)
Floating Rate Notes Due January 24, 2023

$1,250,000,000
100.00%
$1,250,000,000
$144,875
3.069% Notes Due January 24, 2023

$3,750,000,000
100.00%
$3,750,000,000
$434,625
Total

$5,000,000,000
$5,000,000,000
$579,500

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

Prospectus Supplement to Prospectus Dated May 5, 2014

$5,000,000,000
Wells Fargo & Company
$1,250,000,000 Floating Rate Notes Due January 24, 2023
$3,750,000,000 3.069% Notes Due January 24, 2023

Wells Fargo & Company ("Wells Fargo") will pay interest on the Floating Rate Notes Due January 24, 2023 (the "floating rate
notes") at a rate equal to the base rate of LIBOR plus 1.11%, and will pay such interest on each January 24, April 24, July 24 and October 24,
commencing April 24, 2017, and at maturity. The floating rate notes will mature on January 24, 2023. At its option, Wells Fargo may redeem the
floating rate notes, in whole, but not in part, on January 24, 2022. Wells Fargo will pay interest on the 3.069% Notes Due January 24, 2023 (the
"fixed rate notes" and, together with the floating rate notes, the "notes") at a rate equal to 3.069% per annum, and will pay such interest on each
January 24 and July 24, commencing July 24, 2017, and at maturity. The fixed rate notes will mature on January 24, 2023. At its option, Wells
Fargo may redeem the fixed rate notes, in whole, but not in part, on January 24, 2022. The notes will not be listed on any securities exchange or
automated quotation system.
The notes are unsecured obligations of Wells Fargo and all payments on the notes are subject to the credit risk of Wells
Fargo. If Wells Fargo defaults on its obligations, you could lose some or all of your investment. The notes are not deposits or other
obligations of a depository institution and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or
any other governmental agency.

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

Investing in the notes involves risks. See "Risk Factors" beginning on page S-3.

Floating Rate Notes Due January 24, 2023

Proceeds, before expenses,

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

100.00%

0.35%

99.65%
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Final Prospectus Supplement
Total

$1,250,000,000
$4,375,000

$1,245,625,000
3.069% Notes Due January 24, 2023

Proceeds, before expenses,

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

100.00%

0.35%

99.65%
Total

$3,750,000,000
$13,125,000

$3,736,875,000
(1) Plus accrued interest, if any, from January 24, 2017.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the
accounts of its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on January 24, 2017.
Wells Fargo Securities, LLC, one of our wholly-owned subsidiaries, will comply with Rule 5121 of the Conduct Rules of the
Financial Industry Regulatory Authority, Inc. ("FINRA") in connection with sales of the notes.

Sole Bookrunning Manager
Wells Fargo Securities
Co-Managers
BB&T Capital Markets

Capital One Securities

Commonwealth Bank of Australia
Huntington Investment Company

KeyBanc Capital Markets
Scotiabank

TD Securities
Junior Co-Managers
Apto Partners, LLC

Blaylock Beal Van, LLC

Loop Capital Markets
Ramirez & Co., Inc.

The Williams Capital Group, L.P.

Prospectus Supplement dated January 17, 2017
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus, any related free writing prospectus
prepared by us or on our behalf and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus. These documents contain information you should consider when making your investment decision. You should rely only on the
information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing
prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized anyone else to provide you with
different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the notes. This prospectus supplement and the accompanying prospectus may only be used where it is legal to sell the notes
and do not constitute an offer to sell or a solicitation of an offer to buy such notes in any circumstances in which such offer or solicitation is
unlawful. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may
be restricted by law. Persons into whose possession this prospectus supplement and accompanying prospectus come should inform themselves
about and observe any such restrictions.
Information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus may change after
the date on the front of the applicable document. You should not interpret the delivery of this prospectus supplement or the accompanying
prospectus, or the sale of the notes, as an indication that there has been no change in our affairs since those dates.
WELLS FARGO & COMPANY
We are a diversified, community-based financial services company organized under the laws of the State of Delaware and registered
as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956, as amended. We provide banking,
insurance, investments, mortgage and consumer and commercial finance through banking stores and offices, ATMs, the internet, mobile banking
and other distribution channels to individuals, businesses and institutions in all 50 states, the District of Columbia and elsewhere internationally to
support customers who conduct business in the global economy. When we refer to "Wells Fargo," "we," "our" and "us" in this prospectus
supplement we mean only Wells Fargo & Company, and not Wells Fargo & Company together with any of its subsidiaries, unless the context
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Final Prospectus Supplement
indicates otherwise.
We are a separate and distinct legal entity from our banking and other subsidiaries. A significant source of funds to pay debt service
on our debt and dividends on our common and preferred stock is dividends from our subsidiaries. Various federal and state statutes and regulations
limit the amount of dividends that our banking and other subsidiaries may pay to us without regulatory approval.

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RISK FACTORS
Your investment in the notes involves risks. This prospectus supplement, the accompanying prospectus and the documents
incorporated by reference do not describe all of those risks. Before purchasing any notes, you should carefully consider the following risk factors,
the risk factors contained in the accompanying prospectus and the other information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus, including the risk factors contained in our annual and quarterly reports. You should consult your
financial, legal, tax and other professional advisors as to the risks associated with an investment in our notes and the suitability of the investment
for you.
Holders Of The Notes Have Limited Rights Of Acceleration.
Payment of principal on the notes may be accelerated only in the case of payment defaults that continue for a period of 30 days or
certain events of bankruptcy or insolvency, whether voluntary or involuntary. If you purchase a series of notes, you will have no right to accelerate
the payment of principal on that series of notes if we fail in the performance of any of our obligations under that series of notes, other than the
obligations to pay principal and interest on that series of notes. See "Description of the Notes--Events of Default and Acceleration Rights."
Holders Of The Notes Could Be At Greater Risk For Being Structurally Subordinated If We Convey, Transfer Or Lease All Or
Substantially All Of Our Assets To One Or More Of Our Subsidiaries.
Under the senior indenture, we may convey, transfer or lease all or substantially all of our assets to one or more of our subsidiaries. In
that event, third-party creditors of our subsidiaries would have additional assets from which to recover on their claims while holders of the notes
would be structurally subordinated to creditors of our subsidiaries with respect to such assets. See "Description of the Notes--Consolidation,
Merger or Sale."
The Resolution Of Wells Fargo Under The Orderly Liquidation Authority Could Result In Greater Losses For Holders Of The Notes,
Particularly If A Single-Point-Of-Entry Strategy Is Used.
Your ability to recover the full amount that would otherwise be payable on the notes in a proceeding under the U.S. Bankruptcy Code
may be impaired by the exercise by the Federal Deposit Insurance Corporation (the "FDIC") of its powers under the "orderly liquidation authority"
under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). In particular, the single point of entry
strategy described below is intended to impose losses at the top-tier holding company level in the resolution of a Global Systemically Important
Bank ("G-SIB") such as Wells Fargo.
Title II of the Dodd-Frank Act created a new resolution regime known as the "orderly liquidation authority" to which financial
companies, including bank holding companies such as Wells Fargo, can be subjected. Under the orderly liquidation authority, the FDIC may be
appointed as receiver for a financial company for purposes of liquidating the entity if, upon the recommendation of applicable regulators, the
United States Secretary of the Treasury determines, among other things, that the entity is in severe financial distress, that the entity's failure would
have serious adverse effects on the U.S. financial system and that resolution under the orderly liquidation authority would avoid or mitigate those
effects. Absent such determinations, Wells Fargo, as a bank holding company, would remain subject to the U.S. Bankruptcy Code.
If the FDIC is appointed as receiver under the orderly liquidation authority, then the orderly liquidation authority, rather than the U.S.
Bankruptcy Code, would determine the powers of the receiver and the rights and obligations of creditors and other parties who have transacted with
Wells Fargo. There are substantial differences between the rights available to creditors in the orderly liquidation authority and under the U.S.
Bankruptcy Code, including the right of the FDIC under the orderly liquidation authority to disregard the strict priority of creditor claims in some
circumstances (which would otherwise be respected by a bankruptcy court) and the use of an administrative claims procedure to determine
creditors' claims (as opposed to the judicial

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procedure utilized in bankruptcy proceedings). In certain circumstances under the orderly liquidation authority, the FDIC could elevate the priority
of claims if it determines that doing so is necessary to facilitate a smooth and orderly liquidation without the need to obtain the consent of other
creditors or prior court review. In addition, under the orderly liquidation authority, the FDIC has the right to transfer assets or liabilities of the
failed company to a third party or "bridge" entity.
The FDIC has announced that a "single point of entry" strategy may be a desirable strategy to resolve a large financial institution such
as Wells Fargo in a manner that would, among other things, impose losses on shareholders, unsecured debt holders (including, in our case, holders
of the notes) and other creditors of the top-tier holding company (in our case, Wells Fargo), while permitting the holding company's subsidiaries to
continue to operate. In addition, in December 2016, the Board of Governors of the Federal Reserve System (the "FRB") finalized rules requiring
U.S. G-SIBs, including Wells Fargo, to maintain minimum amounts of long-term debt and total loss-absorbing capacity (TLAC). It is possible
that the application of the single point of entry strategy--in which Wells Fargo would be the only legal entity to enter resolution proceedings--
could result in greater losses to holders of the notes than the losses that would result from the application of a bankruptcy proceeding or a different
resolution strategy for Wells Fargo. Assuming Wells Fargo entered resolution proceedings and that support from Wells Fargo to its subsidiaries
was sufficient to enable the subsidiaries to remain solvent, losses at the subsidiary level could be transferred to Wells Fargo and ultimately borne
by Wells Fargo's security holders (including holders of the notes and our other unsecured debt securities), with the result that third-party creditors
of Wells Fargo's subsidiaries would receive full recoveries on their claims, while Wells Fargo's security holders (including holders of the notes)
and other unsecured creditors could face significant losses. In that case, Wells Fargo's security holders could face significant losses while the third-
party creditors of Wells Fargo's subsidiaries would incur no losses because the subsidiaries would continue to operate and would not enter
resolution or bankruptcy proceedings. In addition, holders of the notes and other debt securities of Wells Fargo could face losses ahead of our other
similarly situated creditors in a resolution under the orderly liquidation authority if the FDIC exercised its right, described above, to disregard the
strict priority of creditor claims.
The orderly liquidation authority also requires that creditors and shareholders of the financial company in receivership must bear all
losses before taxpayers are exposed to any losses, and amounts owed by the financial company or the receivership to the U.S. government would
generally receive a statutory payment priority over the claims of private creditors, including senior creditors such as claims in respect of the notes.
In addition, under the orderly liquidation authority, claims of creditors (including holders of the notes) could be satisfied through the issuance of
equity or other securities in a bridge entity to which Wells Fargo's assets are transferred. If securities were to be delivered in satisfaction of claims,
there can be no assurance that the value of the securities of the bridge entity would be sufficient to repay all or any part of the creditor claims for
which the securities were exchanged.
While the FDIC has issued regulations to implement the orderly liquidation authority, not all aspects of how the FDIC might exercise
this authority are known and additional rulemaking is possible.
The Resolution Of Wells Fargo In A Bankruptcy Proceeding Could Also Result in Greater Losses For Holders Of Our Debt Securities,
Including The Notes.
As required by the Dodd-Frank Act and regulations issued by the FRB and the FDIC, we are required to provide to the FRB and the
FDIC a plan for our rapid and orderly resolution in the event of material financial distress affecting Wells Fargo or the failure of Wells Fargo. The
strategy described in our most recently filed resolution plan is a "multiple point of entry" strategy, in which Wells Fargo, Wells Fargo Bank,
National Association ("WFBNA") and Wells Fargo Securities, LLC ("WFS") would each undergo separate resolution proceedings under the
U.S. Bankruptcy Code, the Federal Deposit Insurance Act, and the Securities Investor Protection Act, respectively. To further the orderly
resolution of its businesses and those of its subsidiaries, Wells Fargo may provide capital and liquidity resources to certain of its major subsidiaries
(such as WFBNA and WFS) during any period of distress, including through the forgiveness of intercompany indebtedness, the making of

S-4
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additional intercompany loans and by other means. These subsidiaries may enter into separate resolution proceedings even after receiving capital
and liquidity resources from Wells Fargo. It is possible that creditors of some or all of Wells Fargo's major subsidiaries would receive significant,
or even full, recoveries on their claims while holders of Wells Fargo's debt securities (including holders of the notes) could face significant or
complete losses. It is also possible that holders of Wells Fargo's debt securities (including holders of the notes) could face greater losses than if the
multiple point of entry strategy had not been implemented and Wells Fargo had not provided capital and liquidity resources to major subsidiaries
that enter separate resolution proceedings because assets and other resources provided to those subsidiaries would not be available to pay Wells
Fargo's creditors (including holders of the notes and Wells Fargo's other debt securities).
It may also be possible for Wells Fargo to be resolved under the U.S. Bankruptcy Code using a strategy in which only Wells Fargo
itself enters proceedings while some or all of its operating subsidiaries are maintained as going concerns. In this case, the effects on creditors of
Wells Fargo would likely be similar to those arising under the orderly liquidation authority, as described above. To carry out such a strategy, Wells
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Fargo may seek to recapitalize its subsidiaries or provide them with liquidity in order to preserve them as going concerns prior to the
commencement of Wells Fargo's bankruptcy proceeding. Moreover, Wells Fargo could seek to elevate the priority of its guarantee obligations
relating to its major subsidiaries' derivatives contracts over its other obligations, so that cross-default and early termination rights under derivatives
contracts at its subsidiaries would be stayed under the ISDA Resolution Stay Protocol. This elevation would result in holders of our debt securities
(including the notes) incurring losses ahead of the beneficiaries of those guarantee obligations. It is also possible that holders of our debt securities
(including the notes) could incur losses ahead of other similarly situated creditors.
If either resolution strategy proved to be unsuccessful, holders of our debt securities (including the notes) may as a consequence be in
a worse position than if the strategy had not been implemented. In all cases, any payments to holders of our debt securities are dependent on our
ability to make such payments and are therefore subject to our credit risk.

S-5
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DESCRIPTION OF THE NOTES
This description of the particular terms of the notes offered by this prospectus supplement adds to, and to the extent inconsistent
therewith replaces, the description of the general terms and provisions of the senior debt securities in the accompanying prospectus. If this summary
differs in any way from the summary in the accompanying prospectus, you should rely on the description of the notes in this prospectus
supplement. The notes will be issued under the senior indenture referred to in the accompanying prospectus, as supplemented by the seventh
supplemental indenture dated as of the date hereof. References herein to the "senior indenture" refer to the senior indenture referred to in the
accompanying prospectus, as amended and supplemented from time to time, including by the seventh supplemental indenture. Each of the floating
rate notes and the fixed rate notes is a series of senior debt securities described in the accompanying prospectus. You should read the accompanying
prospectus for a general discussion of the terms and provisions of the senior indenture. Certain terms used in this prospectus supplement are defined
in the accompanying prospectus.
General
The floating rate notes will initially be limited to a total principal amount of $1,250,000,000. The stated maturity date for the floating
rate notes is January 24, 2023, and on such date holders of the floating rate notes will be entitled to receive a cash payment in U.S. dollars equal to
100% of the principal amount of the floating rate notes plus any accrued and unpaid interest.
The fixed rate notes will initially be limited to a total principal amount of $3,750,000,000. The stated maturity date for the fixed rate
notes is January 24, 2023, and on such date holders of the fixed rate notes will be entitled to receive a cash payment in U.S. dollars equal to 100%
of the principal amount of the fixed rate notes plus any accrued and unpaid interest.
The notes will be our senior unsecured obligations and will rank equally with all of our other senior debt securities. Holders of the
notes may be fully subordinated to interests held by the U.S. government in the event we enter into a receivership, insolvency, liquidation
or similar proceeding.
The notes will not be listed on any securities exchange or automated quotation system.
Interest
The floating rate notes will bear interest from January 24, 2017, or from the most recent interest payment date on which we have paid
or provided for interest on the floating rate notes. The interest rate per annum for the floating rate notes will be reset quarterly on the first day of
each interest reset period and will be equal to the base rate of LIBOR plus 1.11%, as determined by the calculation agent. The index maturity is
three months. For purposes of determining LIBOR, the Designated LIBOR Page is Page LIBOR01, as displayed on Reuters or any successor
service (or such other page as may replace Page LIBOR01 on that service or successor service). The interest payment dates for the floating rate
notes will be each January 24, April 24, July 24 and October 24, commencing April 24, 2017, and the stated maturity date. The interest reset dates
for the floating rate notes will be each January 24, April 24, July 24 and October 24, commencing April 24, 2017. The interest rate for each
interest reset period will be determined as described under "Description of Debt Securities--Interest and Principal Payments" and "--Floating Rate
Debt Securities" in the accompanying prospectus. The initial interest rate will be equal to the base rate of LIBOR plus 1.11%, determined two
London banking days prior to January 24, 2017.
The fixed rate notes will bear interest from January 24, 2017, or from the most recent interest payment date on which we have paid or
provided for interest on the fixed rate notes, at a rate of 3.069% per annum. The interest payment dates for the fixed rate notes will be each
January 24 and July 24, commencing July 24, 2017, and the stated maturity date. See "Description of Debt Securities--Interest and Principal
Payments" and "--Fixed Rate Debt Securities" in the accompanying prospectus.

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Table of Contents
Redemption
At its option, Wells Fargo may redeem the floating rate notes on January 24, 2022 and the fixed rate notes on January 24, 2022, in
each case in whole, but not in part, and 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 redemption. Any redemption will be subject to any required regulatory approval and will be
effected as described under "Description of Debt Securities--Redemption and Repayment--Optional Redemption by Us" in the accompanying
prospectus.
Events of Default and Acceleration Rights
An "event of default," when used in the senior indenture with respect to the floating rate notes or the fixed rate notes, means any of
the following:

(1)
failure to pay interest on any note of that series for 30 days after the payment is due;

(2)
failure to pay the principal of any note of that series for 30 days after the payment is due;

(3)
failure to perform any of the covenants regarding capital stock of Principal Subsidiary Banks described under "Description of

Debt Securities--Covenants Contained in Indentures" in the accompanying prospectus;

(4)
failure to perform any other covenant in the senior indenture that applies to notes of that series for 90 days after we have

received written notice of the failure to perform in the manner specified in the senior indenture;

(5)
the entry by a court having jurisdiction of (A) a decree or order for relief in respect of Wells Fargo in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency or similar law or (B) a decree or order adjudging Wells
Fargo a bankrupt or insolvent, or approving a petition seeking receivership, insolvency or liquidation of or in respect of Wells

Fargo under any applicable Federal or State law, or appointing a receiver, liquidator, trustee or similar official of Wells Fargo, or
ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or

(6)
the commencement by Wells Fargo of a voluntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency or similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, the appointment of a
receiver for Wells Fargo under any applicable Federal or State bankruptcy, insolvency or similar law following consent by the

board of directors of Wells Fargo to such appointment, or the entry of a decree or order for relief in respect of Wells Fargo in an
involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, receivership, liquidation or similar
law following Wells Fargo's consent to such decree or order.
If an event of default for the floating rate notes or the fixed rate notes specified in clause (1), (2), (5) or (6) occurs and is continuing,
the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes of that series may declare the entire principal of all
the notes of that series to be due and payable immediately. If such a declaration occurs, the holders of a majority of the aggregate principal amount
of the outstanding notes of that series can, subject to conditions, rescind the declaration. Holders of the floating rate notes and the fixed rate
notes will not have the right to declare the principal amount of the notes to be due and payable upon any other event of default or in any
circumstances other than those set forth in the first sentence of this paragraph. This description of the acceleration rights of the holders of
the floating rate notes and the fixed rate notes supersedes the disclosure contained in the third paragraph under "Description of Debt Securities
--Events of Default" in the accompanying prospectus.

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For further information about the rights of holders upon the occurrence of an event of default, see "Description of Debt Securities--
Events of Default" in the accompanying prospectus, subject to the immediately preceding paragraph herein.
Consolidation, Merger or Sale
The senior indenture generally permits a consolidation or merger between us and another entity. It also permits the conveyance,
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transfer or lease by us of all or substantially all of our property and assets. These transactions, if a transaction other than a conveyance, transfer or
lease to one or more of our subsidiaries, are permitted if:

·
the resulting or acquiring entity, if other than us, is organized and existing under the laws of a domestic jurisdiction and assumes

all of our responsibilities and liabilities under the senior indenture, including the payment of all amounts due on the notes and
performance of the covenants in the senior indenture; and

·
immediately after the transaction, and giving effect to the transaction, no event of default under the senior indenture exists.
If we consolidate or merge with or into any other entity or convey, transfer or lease all or substantially all of our assets in accordance
with the requirements of the senior indenture, the resulting or acquiring entity will be substituted for us in the senior indenture with the same effect
as if it had been an original party to the senior indenture. As a result, such successor entity may exercise our rights and powers under the senior
indenture, in our name and, except in the case of a lease of all or substantially all of our properties, we will be released from all our liabilities and
obligations under the senior indenture and under the notes. The senior indenture permits us to convey, transfer or lease all or substantially all
of our assets to one or more of our subsidiaries without any restriction and, in that event, those subsidiaries would not be required under
the senior indenture to assume our liabilities and obligations under the senior indenture and the notes.
When we use the term "subsidiary" in this section, we mean any corporation of which we own more than 50% of the outstanding
shares of voting stock, except for directors' qualifying shares, directly or indirectly through one or more of our other subsidiaries. Voting stock is
stock that is entitled in the ordinary course to vote for the election of a majority of the directors, managers or trustees of a corporation and does not
include stock that is entitled to so vote only as a result of the happening of certain events, and references to "corporation" refer to corporations,
associations, companies (including limited liability companies) and business trusts.
This description of the covenant contained in the senior indenture supersedes the disclosure contained under "Description of Debt
Securities--Consolidation, Merger or Sale" in the accompanying prospectus.

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

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Final Prospectus Supplement
UNDERWRITING (CONFLICTS OF INTEREST)
Wells Fargo Securities, LLC is acting as representative of the underwriters named below. We and the underwriters for the offering
named below have entered into an underwriting agreement, dated January 17, 2017, with respect to the notes. Subject to certain conditions, the
underwriters have severally agreed to purchase the principal amount of notes indicated in the following tables.
Floating Rate Notes Due January 24, 2023

Principal
Underwriter

Amount

Wells Fargo Securities, LLC

$ 1,125,000,000
BB&T Capital Markets, a division of BB&T Securities, LLC

12,500,000
Capital One Securities, Inc.

12,500,000
Commonwealth Bank of Australia

12,500,000
KeyBanc Capital Markets Inc.

12,500,000
National Bank of Canada Financial Inc.

12,500,000
Scotia Capital (USA) Inc.

12,500,000
TD Securities (USA) LLC

12,500,000
The Huntington Investment Company

12,500,000
Apto Partners, LLC

5,000,000
Blaylock Beal Van, LLC

5,000,000
Loop Capital Markets LLC

5,000,000
Samuel A. Ramirez & Company, Inc.

5,000,000
The Williams Capital Group, L.P.

5,000,000

Total

$ 1,250,000,000

3.069% Notes Due January 24, 2023

Principal
Underwriter

Amount

Wells Fargo Securities, LLC

$ 3,375,000,000
BB&T Capital Markets, a division of BB&T Securities, LLC

37,500,000
Capital One Securities, Inc.

37,500,000
Commonwealth Bank of Australia

37,500,000
KeyBanc Capital Markets Inc.

37,500,000
National Bank of Canada Financial Inc.

37,500,000
Scotia Capital (USA) Inc.

37,500,000
TD Securities (USA) LLC

37,500,000
The Huntington Investment Company

37,500,000
Apto Partners, LLC

15,000,000
Blaylock Beal Van, LLC

15,000,000
Loop Capital Markets LLC

15,000,000
Samuel A. Ramirez & Company, Inc.

15,000,000
The Williams Capital Group, L.P.

15,000,000

Total

$ 3,750,000,000

Notes sold by the underwriters to the public will initially be offered at the public offering prices set forth on the cover page of this
prospectus supplement. Any floating rate notes sold by the underwriters to

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securities dealers may be sold at a discount from the initial public offering price of up to 0.20% of the principal amount of the floating rate notes.
The underwriters may allow, and those dealers may reallow, a discount of 0.15% of the principal amount of the floating rate notes to other
broker/dealers. Any fixed rate notes sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price of
up to 0.20% of the principal amount of the fixed rate notes. The underwriters may allow, and those dealers may reallow, a discount of 0.15% of the
principal amount of the fixed rate notes to other broker/dealers. If all the notes are not sold at the applicable initial offering price, the underwriters
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Final Prospectus Supplement
may change the offering price and the other selling terms. The maximum discount or commission that may be received by any member of FINRA
for sales of securities pursuant to the accompanying prospectus, together with the reimbursement of any counsel fees by us, will not exceed 8.00%
of the initial gross proceeds from the sale of such securities.
Each series of the notes is a new issue of securities with no established trading market. We have been advised by the underwriters that
the underwriters intend to make a market in the notes but are not obligated to do so and may discontinue market making at any time without notice.
No assurance can be given as to the liquidity of the trading market for the notes.
In connection with the offering, the underwriters may purchase and sell notes in the open market. These transactions may include
short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a
greater number of notes than the underwriters are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases
made for the purpose of preventing or retarding a decline in the market price of the notes while the offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the other underwriters have repurchased notes sold by or for the account of such underwriter in
stabilizing or short covering transactions.
These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the notes. As a result, the price of
the notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued
by the underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise.
We estimate that our share of the total expenses of the offering, not including the underwriting discount, will be approximately
$350,000.
We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
Commonwealth Bank of Australia is not a U.S. registered broker-dealer, and, therefore, will not affect any offers or sales of the notes
in the United States or will do so only through one or more registered broker-dealers as permitted by the regulations of FINRA.
The notes are offered for sale in the United States and elsewhere where such offer and sale is permitted.
The underwriting agreement provides that the underwriters are obligated to purchase all of the notes if any are purchased. The
underwriting agreement provides that if an underwriter defaults, the purchase commitment of non-defaulting underwriters may be increased or the
offering of notes may be terminated. The underwriting agreement may be terminated by the underwriters prior to the issuance of the notes in
certain circumstances.
The representative of the underwriters, Wells Fargo Securities, LLC, is our affiliate. The distribution arrangements for this offering
comply with the requirements of FINRA Rule 5121, regarding a FINRA member firm's participation in the distribution of securities of an affiliate.
In accordance with Rule 5121, no FINRA member

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firm that has a conflict of interest under Rule 5121 may make sales in this offering to any discretionary account without the prior approval of the
customer. Wells Fargo Securities, LLC, may use this prospectus supplement and the accompanying prospectus in connection with offers and sales
of the notes in the secondary market.
We expect that delivery of the notes will be made against payment therefor on or about the closing date specified on the cover page of
this prospectus supplement, which will be on the fifth business day following the date the notes are priced. Under Rule 15c6-1 of the Securities
Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days after the date the notes are priced,
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next
succeeding business day will be required, by virtue of the fact that the notes will settle in T+5, to specify an alternative settlement cycle at the time
of any such trade to prevent a failed settlement; such purchasers should also consult their own advisors in this regard.
Sales Restrictions
Each underwriter will agree that it will, to the best of its knowledge and belief, comply with all applicable securities laws and
regulations in force in any jurisdiction in which it purchases, offers, sells or delivers the notes or possesses or distributes this prospectus
supplement or the accompanying prospectus or any other offering material and will use its reasonable efforts to obtain any required consent,
approval or permission for its purchase, offer, sale or delivery of such notes under the laws and regulations in force in any jurisdiction to which it
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Final Prospectus Supplement
is subject or in which it makes purchases, offers, sales or deliveries. We will not have any responsibility for an underwriter's compliance with
applicable securities laws.
Notice to Prospective Investors in Canada
The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as
defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as
defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must
be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if
this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages
are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult
with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to
comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant
Member State"), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of the notes which
are the subject of the offering contemplated by this prospectus supplement to the public in that Relevant Member State other than:

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

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

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

·
in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of notes shall require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of the notes to the public" in relation to any notes in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be
offered, so as to enable an investor to decide to purchase or subscribe to the notes, as the same may be varied in that Relevant Member State by
any measure implementing the Prospectus Directive in that Relevant Member State, the expression "Prospectus Directive" means Directive
2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
This prospectus supplement has been prepared on the basis that all offers of the notes in any Relevant Member State will be made
pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of the notes. Accordingly, any
person making or intending to make any offer of the notes in that Relevant Member State which are the subject of the offering contemplated in this
prospectus supplement may only do so in circumstances in which no obligation arises for us, our affiliates or any of the underwriters to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each
case, in relation to such offer. Neither we nor any underwriter have authorized, nor will authorize, the making of any offer of the notes in
circumstances in which an obligation arises for us or any underwriter to publish or supplement a prospectus pursuant to the Prospectus Directive
for such offer.
Notice to Prospective Investors in the United Kingdom
In relation to the United Kingdom, each underwriter has represented and agreed with respect to the notes offered or sold by it, that:

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

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Document Outline

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