Final Term Sheet

Final Term Sheet

Filed Pursuant to Rule 433

Registration No. 333-195697

October 19, 2016

WELLS FARGO & COMPANY

$3,500,000,000 3.00% Notes Due October 23, 2026

 

Issuer:   Wells Fargo & Company
Title of Securities   3.00% Notes Due October 23, 2026
Note Type:   Senior unsecured
Trade Date:   October 19, 2016
Settlement Date (T+4):   October 25, 2016
Maturity Date:   October 23, 2026
Aggregate Principal Amount Offered:   $3,500,000,000
Price to Public (Issue Price):   99.769%, plus accrued interest, if any, from October 25, 2016

Underwriting Discount

(Gross Spread):

  0.45%

All-in Price (Net of

Underwriting Discount):

  99.319%, plus accrued interest, if any, from October 25, 2016
Net Proceeds:   $3,476,165,000
Interest Rate:   3.00% per annum
Interest Payment Dates:   April 23 and October 23, commencing April 23, 2017, and at maturity
Benchmark:   UST 1.50% due August 15, 2026
Benchmark Yield:   1.727%
Spread to Benchmark:   +130 basis points
Re-Offer Yield:   3.027%
CUSIP:   949746SH5
Listing:   None
Sole Bookrunning Manager:   Wells Fargo Securities, LLC


Co-Managers:  

BB&T Capital Markets,

   a division of BB&T Securities, LLC

BNY Mellon Capital Markets, LLC

Capital One Securites, Inc.

CIBC World Markets Corp.

TD Securities (USA) LLC

Junior Co-Managers:  

CastleOak Securities, L.P.

Drexel Hamilton, LLC

Samuel A. Ramirez & Company, Inc.

The Williams Capital Group, L.P.

 

 

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.