Filed Pursuant to Rule 424(b)(2)
File No. 333-216234
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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 Registration Fee(1) |
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| Medium-Term Notes, Series Q, Fixed Rate Notes
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$3,750,000,000
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99.912
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%
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$3,746,700,000
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$434,242.53
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| (1) | The total registration fee of $434,242.53 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 July 17, 2017
(to Prospectus Supplement dated April 7, 2017
and Prospectus dated February 24, 2017)
WELLS FARGO & COMPANY
Medium-Term Notes, Series Q
Fixed Rate Notes
You should read the more detailed description of the notes provided under “Description of Notes” in the accompanying prospectus supplement and “Description of Debt Securities” in the accompanying prospectus, as supplemented by this pricing supplement. All payments on the notes are subject to the credit risk of Wells Fargo & Company. If Wells Fargo & Company defaults on its obligations, you could lose some or all of your investment.
| Aggregate Principal Amount Offered: |
$3,750,000,000 | |||
| Trade Date: |
July 17, 2017 | |||
| Original Issue Date (T+5): |
July 24, 2017 | |||
| Stated Maturity Date: |
July 22, 2022; on the stated maturity date, the holders of the notes will be entitled to receive a cash payment in U.S. dollars equal to 100% of the principal amount of the notes plus any accrued and unpaid interest | |||
| Interest Rate: |
2.625% | |||
| Interest Payment Dates: |
Each January 22 and July 22, commencing January 22, 2018, and at maturity | |||
| Price to Public (Issue Price): |
99.912%, plus accrued interest, if any, from July 24, 2017 | |||
| Agent Discount (Gross Spread): |
0.350% | |||
| All-in Price (Net of Agent Discount): |
99.562%, plus accrued interest, if any, from July 24, 2017 | |||
| Net Proceeds: |
$3,733,575,000 | |||
| Benchmark: |
UST 1.75% due June 30, 2022 | |||
| Benchmark Yield: |
1.844% | |||
| Spread to Benchmark: |
+80 basis points | |||
| Re-Offer Yield: |
2.644% | |||
| Redemption: |
The notes are not redeemable at the option of Wells Fargo & Company. | |||
| Risk Factors: |
See “Risk Factors” in the accompanying prospectus. | |||
| Listing: |
None | |||
| Principal Amount | ||||
| Agent (Sole Bookrunner): |
Wells Fargo Securities, LLC |
$3,375,000,000 | ||
| Agent (Co-Manager): |
Citizens Capital Markets, Inc. |
75,000,000 | ||
| Capital One Securities, Inc. |
37,500,000 | |||
| FTN Financial Securities Corp. |
37,500,000 | |||
| RBS Securities Inc. |
37,500,000 | |||
| Santander Investment Securities Inc. |
37,500,000 | |||
| SG Americas Securities, LLC |
37,500,000 | |||
| SMBC Nikko Securities America, Inc. |
37,500,000 | |||
| Agents (Junior Co-Managers): |
Apto Partners, LLC |
15,000,000 | ||
| Blaylock Van, LLC |
15,000,000 | |||
| CastleOak Securities, L.P. |
15,000,000 | |||
| Drexel Hamilton, LLC |
15,000,000 | |||
| Samuel A. Ramirez & Company, Inc. |
15,000,000 | |||
| Total: |
$3,750,000,000 | |||
| Plan of Distribution: |
On July 17, 2017, Wells Fargo & Company agreed to sell to the Agents, and the Agents agreed to purchase, the notes at a purchase price of 99.562%, plus accrued interest, if any, from July 24, 2017. The purchase price equals the issue price of 99.912% less a discount of 0.35% of the principal amount of the notes. | |||
| United States Federal Income Tax Considerations: |
Tax considerations are discussed under “United States Federal Income Tax Considerations” in the accompanying prospectus. | |||
| CUSIP: |
95000U2B8 | |||
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