Filed Pursuant to Rule 424(b)(2)
File No. 333-195697
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| Title of Each Class of Securities Offered |
Amount to be Registered |
Maximum Offering Price Per Security |
Maximum Aggregate Offering Price |
Amount of
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| Medium Term Notes, Series N, Fixed Rate Notes
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$2,250,000,000 | 99.73% | $2,243,925,000 | $289,017.54 | ||||
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| (1) | The total filing fee of $289,017.54 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. |
Pricing Supplement No. 2 dated September 2, 2014
(to Prospectus Supplement dated May 30, 2014
and Prospectus dated May 5, 2014)
WELLS FARGO & COMPANY
Medium-Term Notes, Series N
Fixed Rate Notes
| Aggregate Principal Amount Offered: | $2,250,000,000 | |||
| Trade Date: | September 2, 2014 | |||
| Original Issue Date (T+5): | September 9, 2014 | |||
| Stated Maturity Date: | September 9, 2024 | |||
| Interest Rate: | 3.30% | |||
| Interest Payment Dates: | Each March 9 and September 9, commencing March 9, 2015, and at maturity | |||
| Price to Public (Issue Price): | 99.73%, plus accrued interest, if any, from September 9, 2014 | |||
| Agent Discount (Gross Spread): |
0.45% | |||
| All-in Price (Net of Agent Discount): |
99.28%, plus accrued interest, if any, from September 9, 2014 | |||
| Net Proceeds: | $2,233,800,000 | |||
| Benchmark: | UST 2.375% due August 15, 2024 | |||
| Benchmark Yield: | 2.412% | |||
| Spread to Benchmark: | +92 basis points | |||
| Re-Offer Yield: | 3.332% | |||
| Redemption: | The notes are not redeemable at the option of Wells Fargo & Company | |||
| Listing: | None | |||
| Principal Amount | ||||
| Agent (Sole Bookrunner): | Wells Fargo Securities, LLC |
$1,800,000,000 | ||
| Agents (Senior Co-Managers): | ANZ Securities, Inc. |
67,500,000 | ||
| BB Securities Limited |
67,500,000 | |||
| BB&T Capital Markets, |
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| a division of BB&T Securities, LLC |
67,500,000 | |||
| CIBC World Markets Corp. |
67,500,000 | |||
| Desjardins Securities Inc. |
67,500,000 | |||
| TD Securities (USA) LLC |
67,500,000 | |||
| Agents (Junior Co-Managers): | CastleOak Securities, L.P. |
11,250,000 | ||
| Lebenthal & Co., LLC |
11,250,000 | |||
| Muriel Siebert & Co., Inc. |
11,250,000 | |||
| The Williams Capital Group, L.P. |
11,250,000 | |||
| Total: | $2,250,000,000 | |||
| Plan of Distribution: | On September 2, 2014, Wells Fargo & Company agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price of 99.28%, plus accrued interest, if any, from September 9, 2014. The purchase price equals the issue price of 99.73% less a discount of 0.45% of the principal amount of the notes. | |||
| BB Securities Limited is not a broker-dealer registered with the Securities and Exchange Commission, and therefore may not make sales of any notes in the United States or to U.S. persons except in compliance with applicable U.S. laws and regulations. To the extent that BB Securities Limited intends to effect sales of the notes in the United States, it will do so only through Banco do Brasil Securities LLC or one or more U.S. registered broker-dealers, or otherwise as permitted by applicable U.S. law. BB Securities Asia Pte. Ltd. may be involved in the sales of the notes in Asia. | ||||
| Desjardins Securities Inc. is not a U.S. registered broker-dealer, and, therefore, will not effect any offers or sales of any notes in the United States or will do so only through one or more registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc. | ||||
| Certain U.S. Federal Income Tax Consequences: |
Tax considerations are discussed under “Certain U.S. Federal Income Tax Considerations” in the accompanying prospectus. | |||
| CUSIP: | 94974BGA2 | |||
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