Obligation Wells Fargo & Company 0% ( US94986R4H17 ) en USD

Wells Fargo & Company

100 % ▼

Etas-Unis

US94986R4H17 ( en USD )

07/03/2022 - Obligation échue

Prospectus brochure de l'obligation Wells Fargo US94986R4H17 en USD 0%, échue

1 000 USD

2 188 000 USD

94986R4H1

N/A

Wells Fargo est une société financière américaine offrant des services bancaires, d'investissement et de gestion de patrimoine à des particuliers et des entreprises.

L'obligation Wells Fargo (ISIN : US94986R4H17, CUSIP : 94986R4H1), émise aux États-Unis pour un montant total de 2 188 000 USD, avec un prix de marché actuel de 100 %, un taux d'intérêt de 0 %, une taille minimale d'achat de 1 000 USD, une maturité le 07/03/2022 et une fréquence de paiement semestrielle, est arrivée à échéance et a été remboursée.

Definitive Pricing Supplement No. 824
424B2 1 d356164d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 824
Filed Pursuant to Rule 424(b)(2)
File No. 333-202840

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
Medium-Term Notes, Series K, Principal at Risk Securities Linked to the S&P 500® Index
due March 7, 2022

$2,188,000

$253.59

(1)
The total filing fee of $253.59 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. 824 dated February 28, 2017
(To Product Supplement No. 3 dated March 18, 2015,
Market Measure Supplement dated March 18, 2015,
Prospectus Supplement dated March 18, 2015
and Prospectus dated March 18, 2015)

We lls Fa rgo & Com pa ny

M e dium -T e rm N ot e s, Se rie s K
Equit y I nde x Link e d Se c urit ie s

M a rk e t Link e d Se c urit ie s--Le ve ra ge d U pside
Pa rt ic ipa t ion
a nd Cont inge nt Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he S& P 5 0 0 ® I nde x due M a rc h 7 , 2 0 2 2

¦ Linked to the S&P 500® Index

¦ Unlike ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at
maturity. Instead, the securities provide for a payment at maturity that may be greater than, equal to or
less than the original offering price of the securities, depending on the performance of the Index from its

starting level to its ending level. The payment at maturity will reflect the following terms:

¦ If the level of the Index increases, you will receive the original offering price plus 127.50% participation

in the upside performance of the Index

¦ If the level of the Index decreases but the decrease is not more than 30%, you will be repaid the

original offering price

¦ If the level of the Index decreases by more than 30%, you will have full downside exposure to the
decrease in the level of the Index from the starting level, and you will lose more than 30%, and possibly

all, of the original offering price of your securities

¦ Investors may lose some, or all, of the original offering price

¦ All payments on the securities are subject to the credit risk of Wells Fargo & Company, and you will have
no ability to pursue any securities included in the Index for payment; if Wells Fargo & Company defaults

on its obligations, you could lose some or all of your investment

¦ No periodic interest payments or dividends

¦ No exchange listing; designed to be held to maturity

On t he da t e of t his pric ing supple m e nt , t he e st im a t e d va lue of t he se c urit ie s is $ 9 3 8 .9 6 pe r se c urit y. T he e st im a t e d va lue of t he se c urit ie s
w a s de t e rm ine d for us by We lls Fa rgo Se c urit ie s, LLC using it s proprie t a ry pric ing m ode ls. I t is not a n indic a t ion of a c t ua l profit t o us or t o
We lls Fa rgo Se c urit ie s, LLC or a ny of our ot he r a ffilia t e s, nor is it a n indic a t ion of t he pric e , if a ny, a t w hic h We lls Fa rgo Se c urit ie s, LLC or
a ny ot he r pe rson m a y be w illing t o buy t he se c urit ie s from you a t a ny t im e a ft e r issua nc e . Se e "I nve st m e nt De sc ript ion" in t his pric ing
supple m e nt .
T he se c urit ie s ha ve c om ple x fe a t ure s a nd inve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n
inve st m e nt in c onve nt iona l de bt se c urit ie s. Se e "Se le c t e d Risk Conside ra t ions" he re in on pa ge PRS-9 a nd
"Risk Fa c t ors" in t he a c c om pa nying produc t supple m e nt .
T he se c urit ie s a re unse c ure d obliga t ions of We lls Fa rgo & Com pa ny a nd a ll pa ym e nt s on t he se c urit ie s a re subje c t t o t he c re dit risk of
We lls Fa rgo & Com pa ny. T he se c urit ie s a re not de posit s or ot he r obliga t ions of a de posit ory inst it ut ion a nd a re not insure d by t he Fe de ra l
De posit I nsura nc e Corpora t ion, t he De posit I nsura nc e Fund or a ny ot he r gove rnm e nt a l a ge nc y of t he U nit e d St a t e s or a ny ot he r jurisdic t ion.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se se c urit ie s or
de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying produc t supple m e nt , m a rk e t m e a sure supple m e nt , prospe c t us supple m e nt a nd
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

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Definitive Pricing Supplement No. 824

Original Offering Price

Agent Discount(1)

Proceeds to Wells Fargo
Per Security
$1,000.00

$26.20

$973.80
Total
$2,188,000.00

$57,325.60

$2,130,674.40

(1) Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Company, is the agent for the distribution of the securities and is acting as principal. See
"Investment Description" in this pricing supplement for further information.
We lls Fa rgo Se c urit ie s
M a rk e t Link e d Se c urit ie s--Le ve ra ge d U pside Pa rt ic ipa t ion a nd
Cont inge nt Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he S& P 5 0 0 ® I nde x due M a rc h 7 , 2 0 2 2

I nve st m e nt De sc ript ion
The Principal at Risk Securities Linked to the S&P 500® Index due March 7, 2022 are senior unsecured debt securities of Wells Fargo & Company
that do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities provide for a payment at maturity that may be
greater than, equal to or less than the original offering price of the securities depending on the performance of the S&P 500® Index (the "Index")
from its starting level to its ending level. The securities provide:

(i)
the possibility of a leveraged return at maturity if the level of the Index increases from its starting level to its ending level;

(ii)
repayment of principal if, and only if, the ending level of the Index is not less than the starting level by more than 30%; and

(iii)
full exposure to the decrease in the level of the Index from the starting level if the ending level is less than the starting level by more

than 30%.
If the ending level is less than the starting level by more than 30%, you will lose more than 30%, and possibly all, of the original offering
price of your securities at maturity. All payments on the securities are subject to the credit risk of Wells Fargo.
The Index is an equity index that is intended to provide an indication of the pattern of common stock price movement in the large capitalization
segment of the United States equity market.
You should read this pricing supplement together with product supplement no. 3 dated March 18, 2015, the market measure supplement dated
March 18, 2015, the prospectus supplement dated March 18, 2015 and the prospectus dated March 18, 2015 for additional information about the
securities. Information included in this pricing supplement supersedes information in the product supplement, market measure supplement,
prospectus supplement and prospectus to the extent it is different from that information. Certain defined terms used but not defined herein have the
meanings set forth in the product supplement.
You may access the product supplement, market measure supplement, prospectus supplement and prospectus on the SEC website www.sec.gov as
follows (or if such address has changed, by reviewing our filing for the relevant date on the SEC website):

· Product Supplement No. 3 dated March 18, 2015 filed with the SEC on March 18, 2015:
http://www.sec.gov/Archives/edgar/data/72971/000119312515096520/d890775d424b2.htm

· Market Measure Supplement dated March 18, 2015 filed with the SEC on March 18, 2015:
http://www.sec.gov/Archives/edgar/data/72971/000119312515096591/d890724d424b2.htm

· Prospectus Supplement dated March 18, 2015 and Prospectus dated March 18, 2015 filed with the SEC on March 18, 2015:
http://www.sec.gov/Archives/edgar/data/72971/000119312515096449/d890684d424b2.htm

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Definitive Pricing Supplement No. 824

The S&P 500 Index is a product of S&P Dow Jones Indices LLC ("SPDJI"), and has been licensed for use by Wells Fargo & Company ("WFC"). Standard & Poor's®,
S&P® and S&P 500® are registered trademarks of Standard & Poor's Financial Services LLC ("S&P"); Dow Jones® is a registered trademark of Dow Jones Trademark
Holdings LLC ("Dow Jones"); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by WFC. The securities are not sponsored,
endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing
in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.

PRS-2
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I nve st m e nt De sc ript ion (Cont inue d)

The original offering price of each security of $1,000 includes certain costs that are borne by you. Because of these costs, the estimated value of the
securities on the pricing date is less than the original offering price. The costs included in the original offering price relate to selling, structuring,
hedging and issuing the securities, as well as to our funding considerations for debt of this type.
The costs related to selling, structuring, hedging and issuing the securities include (i) the agent discount, (ii) the projected profit that our hedge
counterparty (which may be one of our affiliates) expects to realize for assuming risks inherent in hedging our obligations under the securities and
(iii) hedging and other costs relating to the offering of the securities.
Our funding considerations take into account the higher issuance, operational and ongoing management costs of market-linked debt such as the
securities as compared to our conventional debt of the same maturity, as well as our liquidity needs and preferences. Our funding considerations
are reflected in the fact that we determine the economic terms of the securities based on an assumed funding rate that is generally lower than the
interest rates implied by secondary market prices for our debt obligations and/or by other traded instruments referencing our debt obligations,
which we refer to as our "secondary market rates." As discussed below, our secondary market rates are used in determining the estimated value of
the securities.
If the costs relating to selling, structuring, hedging and issuing the securities were lower, or if the assumed funding rate we use to determine the
economic terms of the securities were higher, the economic terms of the securities would be more favorable to you and the estimated value would
be higher. The estimated value of the securities as of the pricing date is set forth on the cover page of this pricing supplement.
Determining the estimated value
Our affiliate, Wells Fargo Securities, LLC ("WFS"), calculated the estimated value of the securities set forth on the cover page of this pricing
supplement based on its proprietary pricing models. Based on these pricing models and related market inputs and assumptions referred to in this
section below, WFS determined an estimated value for the securities by estimating the value of the combination of hypothetical financial
instruments that would replicate the payout on the securities, which combination consists of a non-interest bearing, fixed-income bond (the "debt
component") and one or more derivative instruments underlying the economic terms of the securities (the "derivative component").
The estimated value of the debt component is based on a reference interest rate, determined by WFS as of a recent date, that generally tracks our
secondary market rates. Because WFS does not continuously calculate our reference interest rate, the reference interest rate used in the calculation
of the estimated value of the debt component may be higher or lower than our secondary market rates at the time of that calculation. As noted
above, we determine the economic terms of the securities based upon an assumed funding rate that is generally lower than our secondary market
rates. In contrast, in determining the estimated value of the securities, we value the debt component using a reference interest rate that generally
tracks our secondary market rates. Because the reference interest rate is generally higher than the assumed funding rate, using the reference interest
rate to value the debt component generally results in a lower estimated value for the debt component, which we believe more closely approximates
a market valuation of the debt component than if we had used the assumed funding rate.
WFS calculated the estimated value of the derivative component based on a proprietary derivative-pricing model, which generated a theoretical
price for the derivative instruments that constitute the derivative component based on various inputs, including the "derivative component factors"
identified in "Selected Risk Considerations--The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some
Of Which Are Related In Complex Ways." These inputs may be market-observable or may be based on assumptions made by WFS in its
discretion.
The estimated value of the securities determined by WFS is subject to important limitations. See "Selected Risk Considerations--The Estimated
Value Of The Securities Is Determined By Our Affiliate's Pricing Models, Which May Differ From Those Of Other Dealers" and "--Our
Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests."

PRS-3
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Definitive Pricing Supplement No. 824
M a rk e t Link e d Se c urit ie s--Le ve ra ge d U pside Pa rt ic ipa t ion a nd
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I nve st m e nt De sc ript ion (Cont inue d)

Valuation of the securities after issuance
The estimated value of the securities is not an indication of the price, if any, at which WFS or any other person may be willing to buy the securities
from you in the secondary market. The price, if any, at which WFS or any of its affiliates may purchase the securities in the secondary market will
be based upon WFS's proprietary pricing models and will fluctuate over the term of the securities due to changes in market conditions and other
relevant factors. However, absent changes in these market conditions and other relevant factors, except as otherwise described in the following
paragraph, any secondary market price will be lower than the estimated value on the pricing date because the secondary market price will be
reduced by a bid-offer spread, which may vary depending on the aggregate face amount of the securities to be purchased in the secondary market
transaction, and the expected cost of unwinding any related hedging transactions. Accordingly, unless market conditions and other relevant factors
change significantly in your favor, any secondary market price for the securities is likely to be less than the original offering price.
If WFS or any of its affiliates makes a secondary market in the securities at any time up to the issue date or during the 5-month period following
the issue date, the secondary market price offered by WFS or any of its affiliates will be increased by an amount reflecting a portion of the costs
associated with selling, structuring, hedging and issuing the securities that are included in the original offering price. Because this portion of the
costs is not fully deducted upon issuance, any secondary market price offered by WFS or any of its affiliates during this period will be higher than
it would be if it were based solely on WFS's proprietary pricing models less the bid-offer spread and hedging unwind costs described above. The
amount of this increase in the secondary market price will decline steadily to zero over this 5-month period. If you hold the securities through an
account at WFS or any of its affiliates, we expect that this increase will also be reflected in the value indicated for the securities on your brokerage
account statement.
If WFS or any of its affiliates makes a secondary market in the securities, WFS expects to provide those secondary market prices to any
unaffiliated broker-dealers through which the securities are held and to commercial pricing vendors. If you hold your securities through an account
at a broker-dealer other than WFS or any of its affiliates, that broker-dealer may obtain market prices for the securities from WFS (directly or
indirectly), but could also obtain such market prices from other sources, and may be willing to purchase the securities at any given time at a price
that differs from the price at which WFS or any of its affiliates is willing to purchase the securities. As a result, if you hold your securities through
an account at a broker-dealer other than WFS or any of its affiliates, the value of the securities on your brokerage account statement may be
different than if you held your securities at WFS or any of its affiliates.
The securities will not be listed or displayed on any securities exchange or any automated quotation system. Although WFS and/or its affiliates
may buy the securities from investors, they are not obligated to do so and are not required to make a market for the securities. There can be no
assurance that a secondary market will develop.

PRS-4
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I nve st or Conside ra t ions
We have designed the securities for investors who:

? seek 127.50% exposure to the upside performance of the Index if the ending level is greater than the starting level;

? desire repayment of the original offering price at maturity so long as the ending level is not less than the starting level by more than 30%;

? understand that if the ending level is less than the starting level by more than 30%, they will be fully exposed to the decrease in the Index from
the starting level, and will lose more than 30%, and possibly all, of the original offering price per security at maturity;

? are willing to forgo interest payments on the securities and dividends on securities included in the Index; and

? are willing to hold the securities until maturity.
The securities are not designed for, and may not be a suitable investment for, investors who:

? seek a liquid investment or are unable or unwilling to hold the securities to maturity;

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Definitive Pricing Supplement No. 824
? are unwilling to accept the risk that the ending level of the Index may decrease by more than 30% from the starting level;

? are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price, as set forth on
the cover page;

? seek full return of the original offering price of the securities at stated maturity;

? seek current income;

? are unwilling to accept the risk of exposure to the large capitalization segment of the United States equity market;

? seek exposure to the Index but are unwilling to accept the risk/return trade-offs inherent in the payment at stated maturity for the securities;

? are unwilling to accept the credit risk of Wells Fargo to obtain exposure to the Index generally, or to the exposure to the Index that the
securities provide specifically; or

? prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.

PRS-5
M a rk e t Link e d Se c urit ie s--Le ve ra ge d U pside Pa rt ic ipa t ion a nd
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T e rm s of t he Se c urit ie s

Market Measure:
S&P 500® Index

Pricing Date:
February 28, 2017

Issue Date:
March 7, 2017 (T+5)

Original Offering
$1,000 per security. References in this pricing supplement to a "security" are to a security with a face amount of $1,000.
Price:

The "redemption amount" per security will equal:

· if the ending level is greater than or equal to the starting level: $1,000 plus:

ending level starting level

$1,000 ×
× participation rate
;

starting level

Redemption

Amount:
· if the ending level is less than the starting level, but greater than or equal to the threshold level: $1,000; or

· if the ending level is less than the threshold level: $1,000 minus:

starting level ending level

$1,000 ×

starting level

If the ending level is less than the threshold level, you will lose more than 30%, and possibly all, of the original
offering price of your securities at maturity.

Stated Maturity
March 7, 2022. If the calculation day is postponed, the stated maturity date will be postponed to the later of (i) March 7,
Date:
2022 and (ii) the third business day after the calculation day as postponed.

Starting Level:
2363.64, the closing level of the Index on the pricing date.

Ending Level:
The "ending level" will be the closing level of the Index on the calculation day.

Threshold Level:
1654.548, which is equal to 70% of the starting level.

Participation Rate:
The "participation rate" is 127.50%.

February 28, 2022. If such day is not a trading day, the calculation day will be postponed to the next succeeding trading
Calculation Day:

day. The calculation day is also subject to postponement due to the occurrence of a market disruption event.

Calculation Agent:
Wells Fargo Securities, LLC

Material Tax
For a discussion of the material U.S. federal income tax consequences of the ownership and disposition of the securities,
Consequences:
see "United States Federal Tax Considerations."

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Definitive Pricing Supplement No. 824
Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Company. The agent may resell the
securities to other securities dealers at the original offering price of the securities less a concession not in excess of
$25.00 per security. Such securities dealers may include Wells Fargo Advisors ("WFA") (the trade name of the retail
brokerage business of our affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network,
LLC). In addition to the concession allowed to WFA, WFS will pay $1.20 per security of the agent's discount to WFA
as a distribution expense fee for each security sold by WFA.

Agent:

The agent or another affiliate of ours expects to realize hedging profits projected by its proprietary pricing models to the
extent it assumes the risks inherent in hedging our obligations under the securities. If any dealer participating in the
distribution of the securities or any of its affiliates conducts hedging activities for us in connection with the securities,
that dealer or its affiliate will expect to realize a profit projected by its proprietary pricing models from such hedging
activities. Any such projected profit will be in addition to the discount, concession or distribution expense fee received
in connection with the sale of the securities to you.

Denominations:
$1,000 and any integral multiple of $1,000.

CUSIP:
94986R4H1

PRS-6
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De t e rm ining Pa ym e nt a t St a t e d M a t urit y
On the stated maturity date, you will receive a cash payment per security (the redemption amount) calculated as follows:

PRS-7
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Definitive Pricing Supplement No. 824
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H ypot he t ic a l Pa yout Profile
The following profile is based on a participation rate of 127.50% and a threshold level equal to 70% of the starting level. This graph has been
prepared for purposes of illustration only. Your actual return will depend on the actual ending level and whether you hold your securities to
maturity.

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Se le c t e d Risk Conside ra t ions
The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt
securities. These risks are explained in more detail in the "Risk Factors" section in the product supplement. You should reach an investment
decision only after you have carefully considered with your advisors the suitability of an investment in the securities in light of your particular
circumstances.

· If The Ending Level Is Less Than The Threshold Level, You Will Lose More Than 30%, And Possibly All, Of The Original Offering
Price Of Your Securities At Stated Maturity. If the ending level is less than the threshold level, the redemption amount that you receive at
stated maturity will be reduced by an amount equal to the decline in the level of the Index to the extent it is below the starting level (expressed
as a percentage of the starting level). The threshold level is 70% of the starting level. For example, if the Index has declined by 30.1% from the
starting level to the ending level, you will not receive any benefit of the contingent downside feature and you will lose 30.1% of the original
offering price per security. As a result, you will not receive any protection if the level of the Index declines significantly and you may lose more
than 30%, and possibly all, of the original offering price per security at stated maturity, even if the level of the Index is greater than or equal to
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Definitive Pricing Supplement No. 824
the starting level or the threshold level at certain times during the term of the securities.

· No Periodic Interest Will Be Paid On The Securities. No periodic payments of interest will be made on the securities. However, if the agreed-
upon tax treatment is successfully challenged by the Internal Revenue Service (the "IRS"), you may be required to recognize taxable income
over the term of the securities. You should review the sections of this pricing supplement and the accompanying product supplement entitled
"United States Federal Tax Considerations."

· The Securities Are Subject To The Credit Risk Of Wells Fargo. The securities are our obligations and are not, either directly or indirectly,
an obligation of any third party. Any amounts payable under the securities are subject to our creditworthiness, and you will have no ability to
pursue any securities included in the Index for payment. As a result, our actual and perceived creditworthiness may affect the value of the
securities and, in the event we were to default on our obligations, you may not receive any amounts owed to you under the terms of the
securities.

· The Estimated Value Of The Securities On The Pricing Date, Based On WFS's Proprietary Pricing Models, Is Less Than The Original
Offering Price. The original offering price of the securities includes certain costs that are borne by you. Because of these costs, the estimated
value of the securities on the pricing date is less than the original offering price. The costs included in the original offering price relate to selling,
structuring, hedging and issuing the securities, as well as to our funding considerations for debt of this type. The costs related to selling,
structuring, hedging and issuing the securities include (i) the agent discount, (ii) the projected profit that our hedge counterparty (which may be
one of our affiliates) expects to realize for assuming risks inherent in hedging our obligations under the securities and (iii) hedging and other
costs relating to the offering of the securities. Our funding considerations are reflected in the fact that we determine the economic terms of the
securities based on an assumed funding rate that is generally lower than our secondary market rates. If the costs relating to selling, structuring,
hedging and issuing the securities were lower, or if the assumed funding rate we use to determine the economic terms of the securities were
higher, the economic terms of the securities would be more favorable to you and the estimated value would be higher.

· The Estimated Value Of The Securities Is Determined By Our Affiliate's Pricing Models, Which May Differ From Those Of Other
Dealers. The estimated value of the securities was determined for us by WFS using its proprietary pricing models and related market inputs and
assumptions referred to above under "Investment Description--Determining the estimated value." Certain inputs to these models may be
determined by WFS in its discretion. WFS's views on these inputs may differ from other dealers' views, and WFS's estimated value of the
securities may be higher, and perhaps materially higher, than the estimated value of the securities that would be determined by other dealers in
the market. WFS's models and its inputs and related assumptions may prove to be wrong and therefore not an accurate reflection of the value of
the securities.

· The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which WFS Or Any Other Person May Be
Willing To Buy The Securities From You In The Secondary Market. The price, if any, at which WFS or any of its affiliates may purchase
the securities in the secondary market will be based on WFS's proprietary pricing models and will fluctuate over the term of the securities as a
result of changes in the market and other factors described in the next risk consideration. Any such secondary market price for the securities will
also be reduced by a bid-offer spread, which may vary depending on the aggregate face amount of the securities to be purchased in the
secondary market transaction, and the expected cost of unwinding any related hedging transactions. Unless the factors described in the next risk
consideration change significantly in your favor, any such secondary market price for the securities is likely to be less than the original offering
price.

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Se le c t e d Risk Conside ra t ions (Cont inue d)

If WFS or any of its affiliates makes a secondary market in the securities at any time up to the issue date or during the 5-month period following
the issue date, the secondary market price offered by WFS or any of its affiliates will be increased by an amount reflecting a portion of the costs
associated with selling, structuring, hedging and issuing the securities that are included in the original offering price. Because this portion of the
costs is not fully deducted upon issuance, any secondary market price offered by WFS or any of its affiliates during this period will be higher
than it would be if it were based solely on WFS's proprietary pricing models less the bid-offer spread and hedging unwind costs described
above. The amount of this increase in the secondary market price will decline steadily to zero over this 5-month period. If you hold the
securities through an account at WFS or any of its affiliates, we expect that this increase will also be reflected in the value indicated for the
securities on your brokerage account statement. If you hold your securities through an account at a broker-dealer other than WFS or any of its
affiliates, the value of the securities on your brokerage account statement may be different than if you held your securities at WFS or any of its
affiliates, as discussed above under "Investment Description."

· The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex
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Definitive Pricing Supplement No. 824
Ways. The value of the securities prior to stated maturity will be affected by the level of the Index at that time, interest rates at that time and a
number of other factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of
another factor. The following factors, which we refer to as the "derivative component factors," are expected to affect the value of the securities:
Index performance; interest rates; volatility of the Index; time remaining to maturity; and dividend yields on the securities included in the Index.
In addition to the derivative component factors, the value of the securities will be affected by actual or anticipated changes in our
creditworthiness, as reflected in our secondary market rates. Because numerous factors are expected to affect the value of the securities, changes
in the level of the Index may not result in a comparable change in the value of the securities.

· The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To
Develop. The securities will not be listed or displayed on any securities exchange or any automated quotation system. Although the agent
and/or its affiliates may purchase the securities from holders, they are not obligated to do so and are not required to make a market for the
securities. There can be no assurance that a secondary market will develop. Because we do not expect that any market makers will participate in
a secondary market for the securities, the price at which you may be able to sell your securities is likely to depend on the price, if any, at which
the agent is willing to buy your securities. If a secondary market does exist, it may be limited. Accordingly, there may be a limited number of
buyers if you decide to sell your securities prior to stated maturity. This may affect the price you receive upon such sale. Consequently, you
should be willing to hold the securities to stated maturity.

· The Amount You Receive On The Securities Will Depend Upon The Performance Of The Index And Therefore The Securities Are
Subject To The Following Risks, As Discussed In More Detail In The Product Supplement:

· Your Return On The Securities Could Be Less Than If You Owned Securities Included In The Index. Your return on the securities will not
reflect the return you would realize if you actually owned the securities included in the Index because, among other reasons, the redemption

amount will be determined by reference to the ending level of the Index, which will be calculated by reference to the prices of the securities
in the Index without taking into consideration the value of dividends paid on those securities.

· Historical Levels Of The Index Should Not Be Taken As An Indication Of The Future Performance Of The Index During The Term Of The

Securities.

· Changes That Affect The Index May Adversely Affect The Value Of The Securities And The Amount You Will Receive At Stated Maturity.

· We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In The Index.

· We And Our Affiliates Have No Affiliation With The Index Sponsor And Have Not Independently Verified Its Public Disclosure Of

Information.

· The Stated Maturity Date May Be Postponed If The Calculation Day Is Postponed. The calculation day will be postponed if the originally
scheduled calculation day is not a trading day or if the calculation agent determines that a market disruption event has occurred or is continuing
on the calculation day. If such a postponement occurs, the stated maturity date will be the later of (i) the initial stated maturity date and (ii) three
business days after the postponed calculation day.

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· Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests. You should
be aware of the following ways in which our economic interests and those of any dealer participating in the distribution of the securities, which
we refer to as a "participating dealer," are potentially adverse to your interests as an investor in the securities. In engaging in certain of the
activities described below, our affiliates or any participating dealer or its affiliates may take actions that may adversely affect the value of and
your return on the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities. Our affiliates
or any participating dealer or its affiliates may realize a profit from these activities even if investors do not receive a favorable investment return
on the securities.

? The calculation agent is our affiliate and may be required to make discretionary judgments that affect the return you receive on the
securities. WFS, which is our affiliate, will be the calculation agent for the securities. As calculation agent, WFS will determine the
ending level of the Index and may be required to make other determinations that affect the return you receive on the securities at maturity.
In making these determinations, the calculation agent may be required to make discretionary judgments, including determining whether a
market disruption event has occurred on the scheduled calculation day, which may result in postponement of the calculation day;

determining the ending level of the Index if the calculation day is postponed to the last day to which it may be postponed and a market
disruption event occurs on that day; if the Index is discontinued, selecting a successor index or, if no successor index is available,
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Definitive Pricing Supplement No. 824
determining the ending level of the Index; and determining whether to adjust the ending level of the Index on the calculation day in the
event of certain changes in or modifications to the Index. In making these discretionary judgments, the fact that WFS is our affiliate may
cause it to have economic interests that are adverse to your interests as an investor in the securities, and WFS's determinations as
calculation agent may adversely affect your return on the securities.

? The estimated value of the securities was calculated by our affiliate and is therefore not an independent third-party valuation. WFS
calculated the estimated value of the securities set forth on the cover page of this pricing supplement, which involved discretionary

judgments by WFS, as described under "Selected Risk Considerations--The Estimated Value Of The Securities Is Determined By Our
Affiliate's Pricing Models, Which May Differ From Those Of Other Dealers" above. Accordingly, the estimated value of the securities set
forth on the cover page of this pricing supplement is not an independent third-party valuation.

? Research reports by our affiliates or any participating dealer or its affiliates may be inconsistent with an investment in the securities
and may adversely affect the level of the Index. Our affiliates or any dealer participating in the offering of the securities or its affiliates
may, at present or in the future, publish research reports on the Index or the companies whose securities are included in the Index. This
research is modified from time to time without notice and may, at present or in the future, express opinions or provide recommendations
that are inconsistent with purchasing or holding the securities. Any research reports on the Index or the companies whose securities are

included in the Index could adversely affect the level of the Index and, therefore, adversely affect the value of and your return on the
securities. You are encouraged to derive information concerning the Index from multiple sources and should not rely on the views
expressed by us or our affiliates or any participating dealer or its affiliates. In addition, any research reports on the Index or the companies
whose securities are included in the Index published on or prior to the pricing date could result in an increase in the level of the Index on
the pricing date, which would adversely affect investors in the securities by increasing the level at which the Index must close on the
calculation day in order for investors in the securities to receive a favorable return.

? Business activities of our affiliates or any participating dealer or its affiliates with the companies whose securities are included in the
Index may adversely affect the level of the Index. Our affiliates or any participating dealer or its affiliates may, at present or in the future,
engage in business with the companies whose securities are included in the Index, including making loans to those companies (including
exercising creditors' remedies with respect to such loans), making equity investments in those companies or providing investment

banking, asset management or other advisory services to those companies. These business activities could adversely affect the level of the
Index and, therefore, adversely affect the value of and your return on the securities. In addition, in the course of these business activities,
our affiliates or any participating dealer or its affiliates may acquire non-public information about one or more of the companies whose
securities are included in the Index. If our affiliates or any participating dealer or its affiliates do acquire such non-public information, we
and they are not obligated to disclose such non-public information to you.

? Hedging activities by our affiliates or any participating dealer or its affiliates may adversely affect the level of the Index. We expect to
hedge our obligations under the securities through one or more hedge counterparties, which may include our affiliates or any participating

dealer or its affiliates. Pursuant to such hedging activities, our hedge counterparties may acquire securities included in the Index or listed
or over-the-counter derivative or synthetic instruments related to the Index or such securities. Depending on, among other things, future
market conditions, the aggregate amount and the composition of

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such positions are likely to vary over time. To the extent that our hedge counterparties have a long hedge position in any of the securities
included in the Index, or derivative or synthetic instruments related to the Index or such securities, they may liquidate a portion of such

holdings at or about the time of the calculation day or at or about the time of a change in the securities included in the Index. These
hedging activities could potentially adversely affect the level of the Index and, therefore, adversely affect the value of and your return on
the securities.

? Trading activities by our affiliates or any participating dealer or its affiliates may adversely affect the level of the Index. Our affiliates
or any participating dealer or its affiliates may engage in trading in the securities included in the Index and other instruments relating to the

Index or such securities on a regular basis as part of their general broker-dealer and other businesses. Any of these trading activities could
potentially adversely affect the level of the Index and, therefore, adversely affect the value of and your return on the securities.

? A participating dealer or its affiliates may realize hedging profits projected by its proprietary pricing models in addition to any selling
concession and/or distribution expense fee, creating a further incentive for the participating dealer to sell the securities to you. If any
participating dealer or any of its affiliates conducts hedging activities for us in connection with the securities, that participating dealer or
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Document Outline

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