Filed Pursuant to Rule 424(b)(2)
File No. 333-180989
| Title of Each Class of Securities Offered |
Amount to be Registered |
Maximum Offering Price Per Security |
Maximum Aggregate Offering Price |
Amount of Registration Fee(1) | ||||
| Medium Term Notes, Series L, Fixed Rate Notes | $1,750,000,000 | 99.788% | $1,746,290,000 | $224,922.15 |
| (1) | The total filing fee of $224,922.15 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. 16 dated April 14, 2014
(to Prospectus Supplement dated May 25, 2012
and Prospectus dated April 27, 2012)
WELLS FARGO & COMPANY
Medium-Term Notes, Series L
Fixed Rate Notes
| Aggregate Principal Amount Offered: |
$1,750,000,000 |
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| Trade Date: | April 14, 2014 |
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| Original Issue Date (T+5): | April 22, 2014 |
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| Stated Maturity Date: | April 22, 2019 |
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| Interest Rate: | 2.125% |
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| Interest Payment Dates: | Each April 22 and October 22, commencing October 22, 2014, and at maturity |
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| Price to Public (Issue Price): | 99.788%, plus accrued interest, if any, from April 22, 2014 |
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| Agent Discount (Gross Spread): |
0.350% |
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| All-in Price (Net of Agent Discount): |
99.438%, plus accrued interest, if any, from April 22, 2014 |
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| Net Proceeds: | $1,740,165,000 |
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| Benchmark: | UST 1.625% due March 31, 2019 |
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| Benchmark Yield: | 1.60% |
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| Spread to Benchmark: | +57 basis points |
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| Re-Offer Yield: | 2.17% |
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| Redemption: | The notes are not redeemable at the option of Wells Fargo & Company |
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| Listing: | None |
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| Principal Amount | ||||||
| Agent (Sole Bookrunner): | Wells Fargo Securities, LLC |
$ 1,452,500,000 | ||||
| Agents (Co-Managers): | BB Securities Limited |
43,750,000 | ||||
| BB&T Capital Markets, |
43,750,000 | |||||
| Capital One Securities, Inc. |
43,750,000 | |||||
| Comerica Securities, Inc. |
43,750,000 | |||||
| Fifth Third Securities, Inc. |
43,750,000 | |||||
| National Bank of Canada Financial Inc. |
43,750,000 | |||||
| Apto Partners, LLC |
8,750,000 | |||||
| Blaylock Beal Van, LLC |
8,750,000 | |||||
| Drexel Hamilton, LLC |
8,750,000 | |||||
| Mischler Financial Group, Inc. |
8,750,000 | |||||
| Total |
$ 1,750,000,000 | |||||
| Plan of Distribution: | On April 14, 2014, Wells Fargo & Company agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price of 99.438%, plus accrued interest, if any, from April 22, 2014. The purchase price equals the issue price of 99.788% less a discount of 0.350% of the principal amount of the notes. |
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| 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. |
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| Certain U.S. Federal Income Tax Consequences: |
As discussed in the accompanying prospectus under “Certain U.S. Federal Income Tax Considerations,” legislation was enacted in 2010, contained in Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, that will impose a 30% withholding tax on withholdable payments (as defined below) made to a foreign financial institution, unless such institution enters into an agreement with the U.S. Department of the Treasury (“Treasury”) to, among other things, collect and provide to it substantial information regarding such institution’s United States financial account holders, including certain account holders that are foreign entities with United States owners. The legislation also generally imposes a 30% withholding tax on withholdable payments to a non-financial foreign entity unless such entity provides the paying agent with a certification that it does not have any substantial United States owners or a certification identifying the direct and indirect substantial United States owners of the entity. “Withholdable payments” include payments of interest with respect to notes from sources within the United States, as well as gross proceeds from the sale of any property of a type which can produce interest from sources within the United States, unless the payments of interest or gross proceeds are effectively connected with the conduct of a United States trade or business and taxed as such. As enacted, these withholding and reporting obligations generally apply to payments made with respect to the notes. Under final Treasury regulations effective January 28, 2013 and other administrative guidance, these withholding and reporting |
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| requirements with respect to interest will be delayed until July 1, 2014, and withholding on gross proceeds will be delayed until January 1, 2017. Further, withholding will not apply to notes outstanding on July 1, 2014, unless such notes undergo a significant modification after that date. Investors are urged to consult their own tax advisors regarding the application of the legislation and proposed regulations to the notes. | ||||
| Additional tax considerations are discussed under “Certain U.S. Federal Income Tax Considerations” in the accompanying prospectus. | ||||
| CUSIP: | 94974BFU9 | |||
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