Obligation Wells Fargo & Company 0% ( US94986RK349 ) en USD

Wells Fargo & Company

100 % ▼

Etas-Unis

US94986RK349 ( en USD )

28/10/2022 - Obligation échue

Prospectus brochure de l'obligation Wells Fargo US94986RK349 en USD 0%, échue

1 000 USD

503 000 USD

94986RK34

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 émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US94986RK349, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/10/2022

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US94986RK349, a été notée NR par l'agence de notation Moody's.

Definitive Pricing Supplement No. 651
424B2 1 d168882d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 651
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, Securities Linked to the Russell 2000® Index due October 28, 2022

$503,000
$50.65

(1)
The total filing fee of $50.65 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. 651 dated April 22, 2016
(To 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--Cont inge nt Coupon 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 Russe ll 2 0 0 0 ® I nde x due Oc t obe r 2 8 ,
2 0 2 2

Linked to the Russell 2000® Index
Unlike ordinary debt securities, the securities do not provide for fixed payments of interest and do not repay a fixed
amount of principal at stated maturity. Whether the securities pay a contingent coupon and whether you are repaid the

original offering price of your securities at stated maturity will depend in each case on the performance of the Index

Contingent Coupon. The securities will pay a contingent coupon on a quarterly basis if, and only if, the closing
level of the Index on the calculation day for that quarter is greater than or equal to the threshold level. However, if the
closing level of the Index is less than the threshold level on a calculation day, you will not receive any contingent
coupon for the relevant quarter. If the closing level of the Index is less than the threshold level on every calculation
day, you will not receive any contingent coupons throughout the entire 6.5 year term of the securities. The contingent

coupon rate is 6.75% per annum

Potential Loss of Principal. At stated maturity, you will receive the original offering price if, and only if, the
closing level of the Index on the final calculation day is greater than or equal to the threshold level. If the closing level
of the Index on the final calculation day is less than the threshold level, you will lose more than 30%, and possibly all,

of the original offering price of your securities

The threshold level is equal to 70% of the starting level

You will have full downside exposure to the Index from the starting level if the closing level of the Index on the final
calculation day is less than the threshold level, but you will not participate in any appreciation of the Index and will not

receive any dividends on securities included in the Index

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 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 3 .9 9 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 "Risk Fa c t ors" he re in on pa ge PRS-1 1 .
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Definitive Pricing Supplement No. 651
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 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 .

Original Offering Price

Agent Discount(1)

Proceeds to Wells Fargo
Per Security
$1,000.00

$14.50

$985.50
Total
$503,000.00

$7,293.50

$495,706.50

(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--Cont inge nt Coupon 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 Russe ll 2 0 0 0 ® I nde x due Oc t obe r 2 8 , 2 0 2 2

I nve st m e nt De sc ript ion
The Principal at Risk Securities Linked to the Russell 2000® Index due October 28, 2022 are senior unsecured debt securities of Wells Fargo &
Company ("Wells Fargo") that do not provide for fixed payments of interest and do not repay a fixed amount of principal at stated maturity.
Whether the securities pay a quarterly contingent coupon and whether you are repaid the original offering price of your securities at stated maturity
will depend in each case upon the performance of the Russell 2000® Index (the "Index"). The securities provide:

(i)
quarterly contingent coupon payments at a rate of 6.75% per annum if, and only if, the closing level of the Index on the applicable

quarterly calculation day is greater than or equal to 70% of the starting level;

(ii)
repayment of the original offering price if, and only if, the Index does not decline by more than 30% from the starting level to the

ending level; and

(iii) full exposure to the decline in the level of the Index from the starting level if the Index declines by more than 30% from the starting

level to the ending level.
If the closing level of the Index on any quarterly calculation day is less than 70% of the starting level, you will not receive any contingent
coupon payment for that quarter. If the Index declines by more than 30% from the starting level to the ending level, you will lose more
than 30%, and possibly all, of the original offering price of your securities at stated maturity. Accordingly, you will not receive any
protection if the level of the Index declines by more than 30% from the starting level to the ending level.
Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any
appreciation of the Index, but you will be fully exposed to the decline in the Index if the Index declines by more than 30% from the
starting level to the ending level.
All payments on the securities are subject to the credit risk of Wells Fargo.
The Index is an equity index that is designed to reflect the performance of the small capitalization segment of the United States equity market.
You should read this pricing supplement together with 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 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 prospectus supplement.
You may access the 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):

· 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. 651

"Russell 2000®" is a trademark of Frank Russell Company, doing business as Russell Investment Group ("Russell"), and has been licensed for use by us. The securities,
based on the performance of the Russell 2000® Index, are not sponsored, endorsed, sold or promoted by Russell and Russell makes no representation regarding the
advisability of investing in the securities.

PRS-2
M a rk e t Link e d Se c urit ie s--Cont inge nt Coupon 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 Russe ll 2 0 0 0 ® I nde x due Oc t obe r 2 8 , 2 0 2 2

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 "Risk Factors--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 "Risk Factors--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."
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Definitive Pricing Supplement No. 651
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.

PRS-3
M a rk e t Link e d Se c urit ie s--Cont inge nt Coupon 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 Russe ll 2 0 0 0 ® I nde x due Oc t obe r 2 8 , 2 0 2 2

I nve st m e nt De sc ript ion (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 6-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 6-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
M a rk e t Link e d Se c urit ie s--Cont inge nt Coupon 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 Russe ll 2 0 0 0 ® I nde x due Oc t obe r 2 8 , 2 0 2 2

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

seek an investment with contingent quarterly coupon payments at a rate of 6.75% per annum if, and only if, the closing level of the Index on
the applicable quarterly calculation day is greater than or equal to 70% of the starting level;

understand that if the Index declines by more than 30% from the starting level to the ending level, they will be fully exposed to the decline in
the Index from the starting level and will lose more than 30%, and possibly all, of the original offering price at stated maturity;

are willing to accept the risk that they may not receive any contingent coupon payment on one or more, or any, quarterly contingent coupon
dates over the term of the securities and may lose all of the original offering price per security at maturity;

are willing to forgo participation in any appreciation of the Index and dividends on securities included in the Index; and

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

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Definitive Pricing Supplement No. 651
seek a liquid investment or are unable or unwilling to hold the securities to maturity;

require full payment of the original offering price of the securities at stated maturity;

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;

are unwilling to accept the risk that the closing level of the Index may decline by more than 30% from the starting level to the ending level;

seek certainty of current income over the term of the securities;

seek exposure to the upside performance of the Index;

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

are unwilling to accept the credit risk of Wells Fargo; or

prefer the lower risk of conventional 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--Cont inge nt Coupon 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 Russe ll 2 0 0 0 ® I nde x due Oc t obe r 2 8 , 2 0 2 2

T e rm s of t he Se c urit ie s

Market Measure:
Russell 2000® Index

Pricing Date:
April 22, 2016.

Issue Date:
April 29, 2016. (T+5)

Original Offering
$1,000 per security. References in this pricing supplement to a "security" are to a security with an original offering
Price:
price of $1,000.

On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to
the contingent coupon rate if, and only if, the closing level of the Index on the related calculation day is greater than or
equal to the threshold level.

If the closing level of the Index on any calculation day is less than the threshold level, you will not receive any
Contingent Coupon
contingent coupon payment on the related contingent coupon payment date, and if the closing level of the Index
Payment:
is less than the threshold level on all quarterly calculation days, you will not receive any contingent coupon
payments over the term of the securities.

Each quarterly contingent coupon payment, if any, will be calculated per security as follows: $1,000 x contingent
coupon rate x (90/360). Any contingent coupon payments will be rounded to the nearest cent, with one-half cent
rounded upward.

Quarterly, on the fourth business day following each calculation day (as each such calculation day may be postponed
Contingent Coupon
pursuant to "--Postponement of a Calculation Day" below, if applicable), provided that the contingent coupon payment
Payment Dates:
date with respect to the final calculation day will be the stated maturity date.

Contingent Coupon
The "contingent coupon rate" is 6.75% per annum.
Rate:

Quarterly, on the 22nd day of each January, April, July and October, commencing July 2016 and ending July 2022, and
Calculation Days:
the final calculation day, each subject to postponement as described below under "--Postponement of a Calculation
Day." We refer to October 24, 2022 as the "final calculation day."

October 28, 2022. If the final calculation day is postponed, the stated maturity date will be the later of (i) October 28,
2022 and (ii) three business days after the final calculation day as postponed. See "--Postponement of a Calculation
Stated Maturity
Day" below. If the stated maturity date is not a business day, the payment to be made on the stated maturity date will
Date:
be made on the next succeeding business day with the same force and effect as if it had been made on the stated
maturity date. The securities are not subject to redemption by Wells Fargo or repayment at the option of any holder of
the securities prior to the stated maturity date.

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Definitive Pricing Supplement No. 651

PRS-6
M a rk e t Link e d Se c urit ie s--Cont inge nt Coupon 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 Russe ll 2 0 0 0 ® I nde x due Oc t obe r 2 8 , 2 0 2 2

T e rm s of t he Se c urit ie s (Cont inue d)

On the stated maturity date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the
redemption amount (in addition to the final contingent coupon payment, if any). The "redemption amount" per security
will equal:

if the ending level is 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 x

starting level

Payment at

Stated Maturity:
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.

Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not
participate in any appreciation of the Index, but you will be fully exposed to a decrease in the Index if the
ending level is less than the threshold level.

All calculations with respect to the redemption amount will be rounded to the nearest one hundred-thousandth, with
five one-millionths rounded upward (e.g., 0.000005 would be rounded to 0.00001); and the redemption amount will be
rounded to the nearest cent, with one-half cent rounded upward.

The "closing level" of the Index on any trading day means the official closing level of the Index reported by the index
sponsor on such trading day, as obtained by the calculation agent on such trading day from the licensed third-party
market data vendor contracted by the calculation agent at such time; in particular, taking into account the decimal
precision and/or rounding convention employed by such licensed third-party market data vendor on
such
Closing Level:
date. Currently, the calculation agent obtains market data from Thomson Reuters Ltd., but the calculation agent may
change its market data vendor at any time without notice. The foregoing provisions of this definition of "closing level"
are subject to the provisions set forth below under "Additional Terms of the Securities--Market Disruption Events,"
"--Adjustments to the Index" and "--Discontinuance of the Index."

Starting Level:
1146.690, 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 final calculation day.

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

If any calculation day is not a trading day, such calculation day will be postponed to the next succeeding trading day. A
calculation day is also subject to postponement due to the occurrence of a market disruption event. See "Additional
Terms of the Securities--Market Disruption Events."

A "trading day" means a day, as determined by the calculation agent, on which (i) the relevant stock exchanges with
Postponement of a
respect to each security underlying the Index are scheduled to be open for trading for their respective regular trading
Calculation Day:
sessions and (ii) each related futures or options exchange is scheduled to be open for trading for its regular trading
session. The "relevant stock exchange" for any security underlying the Index means the primary exchange or quotation
system on which such security is traded, as determined by the calculation agent. The "related futures or options
exchange" for the Index means an exchange or quotation system where trading has a material effect (as determined by
the calculation agent) on the overall market for futures or options contracts relating to the Index.

Calculation Agent:
Wells Fargo Securities, LLC

No Listing:
The securities will not be listed on any securities exchange or automated quotation system.

PRS-7
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Definitive Pricing Supplement No. 651
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T e rm s of t he Se c urit ie s (Cont inue d)

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

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
$14.50 per security.

The agent or another affiliate of ours expects to realize hedging profits projected by its proprietary pricing models to
Agent:
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 any discount or concession received in connection with the
sale of the securities to you.

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

CUSIP:
94986RK34

PRS-8
M a rk e t Link e d Se c urit ie s--Cont inge nt Coupon a nd Cont inge nt Dow nside
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De t e rm ining Pa ym e nt On A Cont inge nt Coupon Pa ym e nt Da t e a nd a t M a t urit y
On each quarterly contingent coupon payment date, you will either receive a contingent coupon payment or you will not receive a contingent
coupon payment, depending on the closing level of the Index on the related quarterly calculation day, as follows:

On the stated maturity date, you will receive (in addition to the final contingent coupon payment, if any) a cash payment per security (the
redemption amount) calculated as follows:

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Definitive Pricing Supplement No. 651

PRS-9
M a rk e t Link e d Se c urit ie s--Cont inge nt Coupon 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 Russe ll 2 0 0 0 ® I nde x due Oc t obe r 2 8 , 2 0 2 2

H ypot he t ic a l Pa yout Profile
The following profile illustrates the potential payment at stated maturity on the securities (excluding the final contingent coupon payment, if any).
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 stated maturity.

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Definitive Pricing Supplement No. 651
PRS-10
M a rk e t Link e d Se c urit ie s--Cont inge nt Coupon 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 Russe ll 2 0 0 0 ® I nde x due Oc t obe r 2 8 , 2 0 2 2

Risk Fa c t ors
The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt
securities. You should carefully consider the risk factors set forth below as well as the other information contained in this pricing supplement and
the accompanying market measure supplement, prospectus supplement and prospectus, including the documents they incorporate by reference. As
described in more detail below, the value of the securities may vary considerably before the stated maturity date due to events that are difficult to
predict and are beyond our control. 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 Maturity.
We will not repay you a fixed amount on your securities at stated maturity. Instead, you will receive a payment at stated maturity that will be equal
to or less than the original offering price per security, depending on the closing level of the Index on the final calculation day.
If the ending level is less than the threshold level, the payment 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 protection 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 some, 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 the starting level or the threshold level at certain times during the term of the
securities.
Even if the ending level is greater than the threshold level, the amount you receive at stated maturity will not exceed the original offering price, and
your yield on the securities, taking into account any contingent coupon payments you may have received during the term of the securities, may be
less than the yield you would earn if you bought a traditional interest-bearing debt security of Wells Fargo or another issuer with a similar credit
rating.
The Securities Do Not Provide For Fixed Payments Of Interest And You May Receive No Coupon Payments On One Or More Quarterly
Contingent Coupon Payment Dates, Or Even Throughout The Entire Six And A Half Year Term Of The Securities.
On each quarterly contingent coupon payment date you will receive a contingent coupon payment if, and only if, the closing level of the Index on
the related calculation day is greater than or equal to the threshold level. If the closing level is less than the threshold level on any calculation day,
you will not receive any contingent coupon payment on the related contingent coupon payment date, and if the closing level of the Index is less
than the threshold level on each calculation day over the term of the securities, you will not receive any contingent coupon payments over the entire
six and a half year term of the securities.
You May Be Fully Exposed To The Decline In The Index From The Starting Level, But Will Not Participate In Any Positive Performance
Of The Index.
Even though you will be fully exposed to a decline in the level of the Index below the threshold level, you will not participate in any increase in
the level of the Index over the term of the securities. Your maximum possible return on the securities will be limited to the sum of the contingent
coupon payments you receive, if any. Consequently, your return on the securities may be significantly less than the return you could achieve on an
alternative investment that provides for participation in an increase in the level of the Index.
Higher Contingent Coupon Rates Are Associated With Greater Risk.
The securities offer contingent coupon payments at a higher rate, if paid, than the fixed rate we would pay on conventional debt securities of the
same maturity. These higher potential contingent coupon payments are associated with greater levels of expected risk as of the pricing date as
compared to conventional debt securities, including the risk that you may not receive a contingent coupon payment on one or more, or any,
contingent coupon payment dates and the risk that you may lose a substantial portion, and possibly all, of the original offering price per security at
maturity. The volatility of the Index is an important factor affecting this risk. Volatility is a measurement of the size and frequency of daily
fluctuations in the level of the Index, typically observed over a specified period of time. Volatility can be measured in a variety of ways, in
particular, on an historical basis or, on an expected basis, as implied by option prices in the market. Greater expected volatility of the Index as of
the pricing date may result in a higher contingent coupon rate, but it also represents a greater expected likelihood as of the pricing date that the
closing level of the Index will be less than the threshold level on one or more calculation days, such that you will not receive one or more, or any,
contingent coupon payments during the term of the securities and that the closing level of the Index will be less than the threshold level on the final
calculation day, such that you will lose a substantial portion, and possibly all, of the original offering price per security at maturity. In general, the
higher the contingent coupon rate is relative to the fixed rate we would pay on conventional debt securities, the greater the risk that you will not

PRS-11
http://www.sec.gov/Archives/edgar/data/72971/000119312516555296/d168882d424b2.htm[4/26/2016 9:44:25 AM]

Definitive Pricing Supplement No. 651
M a rk e t Link e d Se c urit ie s--Cont inge nt Coupon 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 Russe ll 2 0 0 0 ® I nde x due Oc t obe r 2 8 , 2 0 2 2

Risk Fa c t ors (Cont inue d)

receive one or more, or any, contingent coupon payments during the term of the securities, or that you will lose a substantial portion, and possibly
all, of the original offering price per security at maturity.
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
factor. 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 factor change significantly in your favor, any such 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 6-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 6-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
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

http://www.sec.gov/Archives/edgar/data/72971/000119312516555296/d168882d424b2.htm[4/26/2016 9:44:25 AM]

Document Outline

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