Final Term Sheet
Filed Pursuant to Rule 433
Registration No. 333-195697
February 26, 2016
WELLS FARGO & COMPANY
$1,000,000,000 Floating Rate Notes Due March 4, 2021
$2,750,000,000 2.50% Notes Due March 4, 2021
| Issuer: |
Wells Fargo & Company | |
| Title of Securities |
Floating Rate Notes Due March 4, 2021 (the “Floating Rate Notes”) | |
| 2.50% Notes Due March 4, 2021 (the “Fixed Rate Notes”) | ||
| Note Type: |
Senior unsecured | |
| Trade Date: |
February 26, 2016 | |
| Settlement Date (T+5): |
March 4, 2016 | |
| Maturity Date: |
Floating Rate Notes: March 4, 2021 | |
| Fixed Rate Notes: March 4, 2021 | ||
| Aggregate Principal Amount Offered: |
Floating Rate Notes: $1,000,000,000 | |
| Fixed Rate Notes: $2,750,000,000 | ||
| Price to Public (Issue Price): |
Floating Rates Notes: 100.00%, plus accrued interest, if any, from March 4, 2016 | |
| Fixed Rate Notes: 99.977%, plus accrued interest, if any, from March 4, 2016 | ||
| Underwriting Discount (Gross Spread): |
Floating Rate Notes: 0.35% | |
| Fixed Rate Notes: 0.35% | ||
| All-in Price (Net of Underwriting Discount): |
Floating Rate Notes: 99.65%, plus accrued interest, if any, from March 4, 2016 | |
| Fixed Rate Notes: 99.627%, plus accrued interest, if any, from March 4, 2016 | ||
| Net Proceeds: |
Floating Rate Notes: $996,500,000 | |
| Fixed Rate Notes: $2,739,742,500 | ||
| Interest Rate: |
Floating Rate Notes: Base Rate of LIBOR plus 1.34% | |
| Fixed Rate Notes: 2.50% per annum | ||
| Interest Payment Dates: |
Floating Rate Notes: March 4, June 4, September 4 and December 4, commencing June 4, 2016, and at maturity | |
| Fixed Rate Notes: March 4 and September 4, commencing September 4, 2016, and at maturity | ||
| Interest Reset Dates: |
Floating Rate Notes: March 4, June 4, September 4 and December 4, commencing June 4, 2016 | |
| Fixed Rate Notes: N/A | ||
| Designated LIBOR Page: |
Floating Rate Notes: 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) | |
| Fixed Rate Notes: N/A | ||
| Index Maturity: |
Floating Rate Notes: Three months | |
| Fixed Rate Notes: N/A | ||
| Interest Reset Period: |
Floating Rate Notes: Quarterly | |
| Fixed Rate Notes: N/A | ||
| Initial Interest Rate: |
Floating Rate Notes: LIBOR plus 1.34%, determined two London banking days prior to March 4, 2016 | |
| Fixed Rate Notes: N/A | ||
| Benchmark: |
Floating Rate Notes: Three-month LIBOR | |
| Fixed Rate Notes: UST 1.375% due January 31, 2021 | ||
| Benchmark Yield: |
Floating Rate Notes: N/A | |
| Fixed Rate Notes: 1.255% | ||
| Spread to Benchmark: |
Floating Rate Notes: +134 basis points | |
| Fixed Rate Notes: +125 basis points | ||
| Re-Offer Yield: |
Floating Rate Notes: N/A | |
| Fixed Rate Notes: 2.505% | ||
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| CUSIP: |
Floating Rate Notes: 949746RT0 | |
| Fixed Rate Notes: 949746RS2 | ||
| Listing: |
None | |
| Sole Bookrunning Manager: |
Wells Fargo Securities, LLC | |
| Co-Managers: |
BB&T Capital Markets, a division of BB&T Securities, LLC BNP Paribas Securities Corp. Capital One Securities, Inc. Desjardins Securities Inc. National Bank of Canada Financial Inc. Scotia Capital (USA) Inc. | |
| Junior Co-Managers: |
Blaylock Beal Van, LLC Drexel Hamilton, LLC Lebenthal & Co., LLC The Williams Capital Group, L.P. | |
| Desjardins Securities Inc. is not a U.S. registered broker-dealer, and, therefore, will not affect 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. | ||
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at 1-800-645-3751 or e-mailing wfscustomerservice@wellsfargo.com.
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