Obligation Wells Fargo & Company 0.825% ( US95001D2U35 ) en USD

Wells Fargo & Company

100 % ▲

Etas-Unis

US95001D2U35 ( en USD )

0.825% par an ( paiement semestriel )

31/08/2025 - Obligation échue

Prospectus brochure de l'obligation Wells Fargo US95001D2U35 en USD 0.825%, échue

1 000 USD

8 000 000 USD

95001D2U3

BBB+ ( Qualité moyenne inférieure )

A1 ( Qualité moyenne supérieure )

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 US95001D2U35, paye un coupon de 0.825% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/08/2025

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US95001D2U35, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US95001D2U35, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 wfc-424b2_082918.htm DEFINITIVE PRICING SUPPLEMENT NO. 19

File d Pu rs u a n t to Ru le 4 2 4 ( b) ( 2 )
Re gis tra tio n N o . 3 3 3 -2 2 13 2 4

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price
Registration Fee(1)
Medium Term Notes, Series T, Notes Linked to the 10-Year Constant Maturity Swap Rate due August
31, 2025

$8,000,000

$996.00

(1) The total filing fee of $996.00 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. 19 dated August 28, 20 18
(To Prospectus Supplem ent dated J anuary 24, 20 18
and Prospectus dated April 27, 20 18 )

W e lls Fa rgo & Co m p a n y
Me d iu m -Te rm N o te s , Se rie s T

$ 8 ,0 0 0 ,0 0 0
Fixe d to Flo a tin g Ra te N o te s
N o te s Lin ke d to th e 10 -Ye a r Co n s ta n t Ma tu rity Sw a p Ra te d u e
Au gu s t 3 1, 2 0 2 5

The notes have a term of seven years. The notes pay interest quarterly at a rate that will be fixed at 4.0 0 % per annum for the first two years
and thereafter at a floating rate that will be reset each quarter and will be equal to the product of the 10 -Year Constant Maturity Swap Rate
and a m ultiplier of 1.12. All paym ents on the notes are subject to the credit risk of Wells Fargo & Com pany. If Wells Fargo & Com pany defaults
on its obligations, you could lose som e or all of your investm ent. The notes will not be listed on any exchange and are designed to be held to
m aturity.

Issuer:
Wells Fargo & Com pany ("Wells Fargo")
Original Offering Price: $ 1,0 0 0 per note. References in this pricing supplem ent to a "note" are to a note with a principal am ount of $ 1,0 0 0 .
Pricing Date:
August 28 , 20 18 .
Issue Date:
August 31, 20 18 . (T+3)
Stated Maturity Date:
August 31, 20 25. The notes are not subject to redem ption by Wells Fargo or repaym ent at the option of any holder
of the notes prior to the stated m aturity date.
Paym ent at Maturity:
A holder will be entitled to receive on the stated m aturity date a cash paym ent in U.S. dollars equal to $ 1,0 0 0 per
note, plus any accrued and unpaid interest.
Interest Paym ent Dates: The last calendar day of each February, May, August and Novem ber, com m encing Novem ber 30 , 20 18 , and at
m aturity. Except as described below for the first interest period, on each interest paym ent date, interest will be paid
for the period com m encing on and including the im m ediately preceding interest paym ent date and ending on and
including the day im m ediately preceding that interest paym ent date. This period is referred to as an "interest
period ." The first interest period will com m ence on and include the issue date and end on and include Novem ber
29, 20 18 . Interest payable with respect to an interest period will be com puted on the basis of a 360 -day year of
twelve 30 -day m onths. If a scheduled interest paym ent date is not a business day, interest will be paid on the next
business day, and interest on that paym ent will not accrue during the period from and after the scheduled interest
paym ent date.
Interest Rate:
The interest rate that will apply during the first eight quarterly interest periods (up to and including the interest
period ending August 30 , 20 20 ) will be equal to 4.0 0 % per annum . For all interest periods com m encing on or after
August 31, 20 20 , the interest rate that will apply during an interest period will be equal to (i) the 10 -Year Constant
Maturity Swap Rate on the interest determ ination date for such interest period m ultiplied by (ii) the m ultiplier. As
used herein, "10 -Year Constant Maturity Swap Rate" or "10 -Year CMS Rate" is the CMS rate, as defined herein and
in the accom panying prospectus supplem ent and using a "designated m aturity" of 10 years. See "Investm ent
Description" herein and "Description of Notes--Floating Rate Notes--Base Rates--CMS Rate Notes" in the
accom panying prospectus supplem ent for further inform ation about the m anner in which the 10 -Year Constant
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Maturity Swap Rate will be determ ined.
Multiplier:
1.12
Interest Determ ination The "interest determ ination date" for an interest period com m encing on or after August 31, 20 20 will be the date
Date:
that is two U.S. governm ent securities business days prior to the first day of such interest period.
Calculation Agent:
Wells Fargo Securities, LLC
Listing:
The notes will not be listed on any securities exchange or autom ated quotation system .
Denom inations:
$ 1,0 0 0 and any integral m ultiples of $ 1,0 0 0
CUSIP Num ber:
950 0 1D2U3

On th e date o f th is pricin g s u pple m e n t, th e e s tim ate d valu e o f th e n o te s is $ 9 78 .6 8 pe r n o te . Th e e s tim ate d valu e o f th e n o te s w as
d e te rm in e d fo r u s by W e lls Fa rgo Se cu ritie s , LLC u s in g its p ro p rie ta ry p ricin g m o d e ls . It is n o t a n in d ica tio n o f a ctu a l p ro fit to u s o r
to W e lls Fa rgo Se cu ritie s , LLC o r a n y o f o u r o th e r a ffilia te s , n o r is it a n in d ica tio n o f th e p rice , if a n y, a t w h ich W e lls Fa rgo
Se cu ritie s , LLC o r a n y o th e r p e rs o n m a y be w illin g to bu y th e n o te s fro m yo u a t a n y tim e a fte r is s u a n ce . Se e "In ve s tm e n t
D e s crip tio n " in th is p ricin g s u p p le m e n t.
Th e n o te s h ave co m ple x fe atu re s an d in ve s tin g in th e n o te s in vo lve s ris ks n o t as s o ciate d w ith an in ve s tm e n t in
co n ve n tio n a l d e bt s e cu ritie s . Se e "Ris k Fa cto rs " o n p age PRS -5 .
Th e n o te s are u n s e cu re d o bligatio n s o f W e lls Fargo & Co m pan y, an d all paym e n ts o n th e n o te s are s u bje ct to th e cre dit ris k o f W e lls
Fa rgo & Co m p a n y. If W e lls Fa rgo & Co m p a n y d e fa u lts o n its o bliga tio n s , yo u co u ld lo s e s o m e o r a ll o f yo u r in ve s tm e n t. Th e n o te s a re
n o t d e p o s its o r o th e r o bliga tio n s o f a d e p o s ito ry in s titu tio n a n d a re n o t in s u re d by th e Fe d e ra l D e p o s it In s u ra n ce Co rp o ra tio n , th e
D e p o s it In s u ra n ce Fu n d o r a n y o th e r go ve rn m e n ta l a ge n cy o f th e U n ite d Sta te s o r a n y o th e r ju ris d ictio n .
N e ith e r th e Se cu ritie s an d Exch an ge Co m m is s io n n o r an y s tate s e cu ritie s co m m is s io n h as appro ve d o r dis appro ve d o f th e s e n o te s o r
d e te rm in e d if th is p ricin g s u p p le m e n t o r th e a cco m p a n yin g p ro s p e ctu s s u p p le m e n t a n d p ro s p e ctu s is tru th fu l o r co m p le te . An y
re p re s e n ta tio n to th e co n tra ry is a crim in a l o ffe n s e .

Origin a l Offe rin g Price
Age n t D is co u n t(1)
Pro ce e d s to W e lls Fa rgo

Pe r N o te
$ 1,0 0 0 .0 0
$ 6.25
$ 993.75

To ta l
$ 8 ,0 0 0 ,0 0 0 .0 0
$ 50 ,0 0 0 .0 0
$ 7,950 ,0 0 0 .0 0
(1)
Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Com pany, is the agent for the distribution of the notes and is acting as
principal. See "Investm ent Description" in this pricing supplem ent for further inform ation.
W e lls Fa r go Se cu r it ie s

IN VESTMEN T D ESCRIPTION

The Notes Linked to the 10 -Year Constant Maturity Swap Rate due August 31, 20 25 are senior unsecured debt securities of Wells
Fargo & Com pany and are part of a series entitled "Medium -Term Notes, Series T."

All paym ents on the notes are subject to the credit risk of Wells Fargo.

The notes are designed for investors who seek fixed interest rate paym ents equal to 4.0 0 % per annum for the first two years and
floating interest rate paym ents based on the 10 -Year Constant Maturity Swap Rate (the "10 -Year CMS Rate") thereafter. The 10 -Year
CMS Rate is, on any U.S. governm ent securities business day, the fixed rate of interest payable on a U.S. dollar interest rate swap with
a 10 -year m aturity as reported on Reuters page <ICESWAP1> (or any successor page thereto) as of 11:0 0 a.m ., New York City tim e,
on that day. An interest rate swap rate, at any given tim e, generally indicates the fixed rate of interest (paid sem i-annually) that a
counterparty in the swaps m arket would have to pay for a given m aturity in order to receive a floating rate (paid quarterly) equal to 3
m onth LIBOR for that sam e m aturity. The 10 -Year CMS Rate is one of the m arket -accepted indicators of longer term interest rates.
ICE Benchm ark Adm inistration Lim ited is the benchm ark adm inistrator of the 10 -Year CMS Rate, and the official nam e of the 10 -
Year CMS Rate is the "10 -Year ICE Swap Rate."

You should read this pricing supplem ent together with the prospectus supplem ent dated J anuary 24, 20 18 and the prospectus dated
April 27, 20 18 for additional inform ation about the notes. When you read the accom panying prospectus supplem ent, please note that
all references in such supplem ent to the prospectus dated Novem ber 3, 20 17, or to any sections therein, should refer instead to the
accom panying prospectus dated April 27, 20 18 or to the corresponding sections of such prospectus, as applicable. Inform ation
included in this pricing supplem ent supersedes inform ation in the prospectus supplem ent and prospectus to the extent it is different
from that inform ation. Certain defined term s used but not defined herein have the m eanings set forth in the prospectus supplem ent.

You m ay access the prospectus supplem ent and prospectus on the SEC websiteiwww.sec.gov as follows (or if such address has
changed, by reviewing our filings for the relevant date on the SEC website):

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?
Prospectus Supplem ent dated J anuary 24, 20 18 :
https:/ / www.sec.gov/ Archives/ edgar/ data/ 72971/ 0 0 0 119312518 0 18 274/ d428 28 1d424b2.htm

?
Prospectus dated April 27, 20 18 :
https:/ / www.sec.gov/ Archives/ edgar/ data/ 72971/ 0 0 0 119312518 13690 9/ d55798 3d424b2.htm

The original offering price of each note of $ 1,0 0 0 includes certain costs that are borne by you. Because of these costs, the estim ated
value of the notes 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 notes, as well as to our funding considerations for debt of this type.

The costs related to selling, structuring, hedging and issuing the notes include (i) the agent discount (if any), (ii) the projected profit
that our hedge counterparty (which m ay be one of our affiliates) expects to realize for assum ing risks inherent in hedging our
obligations under the notes and (iii) hedging and other costs relating to the offering of the notes.

Our funding considerations take into account the higher issuance, operational and ongoing m anagem ent costs of m arket -linked debt
such as the notes as com pared to our conventional debt of the sam e m aturity, as well as our liquidity needs and preferences. Our
funding considerations are reflected in the fact that we determ ine the econom ic term s of the notes based on an assum ed funding rate
that is generally lower than the interest rates im plied by secondary m arket prices for our debt obligations and/ or by other traded
instrum ents referencing our debt obligations, which we refer to as our "secondary m arket rates." As discussed below, our secondary
m arket rates are used in determ ining the estim ated value of the notes.

If the costs relating to selling, structuring, hedging and issuing the notes were lower, or if the assum ed funding rate we use to
determ ine the econom ic term s of the notes were higher, the econom ic term s of the notes would be m ore

PRS- 2

favorable to you and the estim ated value would be higher. The estim ated value of the notes as of the pricing date is set forth on the
cover page of this pricing supplem ent.

Determ in in g the estim ated v alue

Our affiliate, Wells Fargo Securities, LLC ("WFS"), calculated the estim ated value of the notes set forth on the cover page of this
pricing supplem ent based on its proprietary pricing m odels. Based on these pricing m odels and related m arket inputs and
assum ptions referred to in this section below, WFS determ ined an estim ated value for the notes by estim ating the value of the
com bination of hypothetical financial instrum ents that would replicate the payout on the notes, which com bination consists of a non -
interest bearing, fixed -incom e bond (the "debt com ponent") and one or m ore derivative instrum ents underlying the econom ic term s
of the notes (the "derivative com ponent").

The estim ated value of the debt com ponent is based on a reference interest rate, determ ined by WFS as of a recent date, that
generally tracks our secondary m arket rates. Because WFS does not continuously calculate our reference interest rate, the reference
interest rate used in the calculation of the estim ated value of the debt com ponent m ay be higher or lower than our secondary m arket
rates at the tim e of that calculation. As noted above, we determ ine the econom ic term s of the notes based upon an assum ed funding
rate that is generally lower than our secondary m arket rates. In contrast, in determ ining the estim ated value of the notes, we value
the debt com ponent using a reference interest rate that generally tracks our secondary m arket rates. Because the reference interest
rate is generally higher than the assum ed funding rate, using the reference interest rate to value the debt com ponent generally results
in a lower estim ated value for the debt com ponent, which we believe m ore closely approxim ates a m arket valuation of the debt
com ponent than if we had used the assum ed funding rate.

WFS calculated the estim ated value of the derivative com ponent based on a proprietary derivative-pricing m odel, which generated a
theoretical price for the derivative instrum ents that constitute the derivative com ponent based on various inputs, including the
"derivative com ponent factors" identified in "Risk Factors--The Value Of The Notes Prior To Stated Maturity Will Be Affected By
Num erous Factors, Som e Of Which Are Related In Com plex Ways." These inputs m ay be m arket -observable or m ay be based on
assum ptions m ade by WFS in its discretion.

The estim ated value of the notes determ ined by WFS is subject to im portant lim itations. See "Risk Factors--The Estim ated Value Of
The Notes Is Determ ined By Our Affiliate's Pricing Models, Which May Differ From Those Of Other Dealers" and "--Our Econom ic
Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests."
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Valuation of the n otes after issuan ce

The estim ated value of the notes is not an indication of the price, if any, at which WFS or any other person m ay be willing to buy the
notes from you in the secondary m arket. The price, if any, at which WFS or any of its affiliates m ay purchase the notes in the
secondary m arket will be based upon WFS's proprietary pricing m odels and will fluctuate over the term of the notes due to changes
in m arket conditions and other relevant factors. However, absent changes in these m arket conditions and other relevant factors,
except as otherwise described in the following paragraph, any secondary m arket price will be lower than the estim ated value on the
pricing date because the secondary m arket price will be reduced by a bid -offer spread, which m ay vary depending on the aggregate
principal am ount of the notes to be purchased in the secondary m arket transaction, and the expected cost of unwinding any related
hedging transactions. Accordingly, unless m arket conditions and other relevant factors change significantly in your favor, any
secondary m arket price for the notes is likely to be less than the original offering price.

If WFS or any of its affiliates m akes a secondary m arket in the notes at any tim e up to the issue date or during the 6 -m onth period
following the issue date, the secondary m arket price offered by WFS or any of its affiliates will be increased by an am ount reflecting a
portion of the costs associated with selling, structuring, hedging and issuing the notes that are included in the original offering price.
Because this portion of the costs is not fully deducted upon issuance, any secondary m arket 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 m odels less the bid -
offer spread and hedging unwind costs described above. The am ount of this increase in the secondary m arket price will decline
steadily to zero over this 6 -m onth period. If you hold the notes 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 notes on your brokerage account statem ent.

If WFS or any of its affiliates m akes a secondary m arket in the notes, WFS expects to provide those secondary m arket prices to any
unaffiliated broker -dealers through which the notes are held and to com m ercial pricing

PRS- 3

vendors. If you hold your notes through an account at a broker -dealer other than WFS or any of its affiliates, that broker -dealer m ay
obtain m arket prices for the notes from WFS (directly or indirectly), but could also obtain such m arket prices from other sources, and
m ay be willing to purchase the notes at any given tim e at a price that differs from the price at which WFS or any of its affiliates is
willing to purchase the notes. As a result, if you hold your notes through an account at a broker -dealer other than WFS or any of its
affiliates, the value of the notes on your brokerage account statem ent m ay be different than if you held your notes at WFS or any of
its affiliates.

The notes will not be listed or displayed on any securities exchange or any autom ated quotation system . Although WFS and/ or its
affiliates m ay buy the notes from investors, they are not obligated to do so and are not required to m ake a m arket for the notes.
There can be no assurance that a secondary m arket will develop.

PRS- 4

RISK FACTORS

The notes have com plex features and investing in the notes will involve risks. You should carefully consider the risk factors set forth
below as well as the other inform ation contained in the prospectus supplem ent and prospectus, including the docum ents they
incorporate by reference. You should reach an investm ent decision only after you have carefully considered with your advisors the
suitability of an investm ent in the notes in light of your particular circum stances.

Th e Am o u n t Of In te re s t Yo u Re ce ive Ma y Be Le s s Th a n Th e Re tu rn Yo u Co u ld Ea rn On Oth e r In ve s tm e n ts .

Interest rates m ay change significantly over the term of the notes, and it is im possible to predict what interest rates will be at any
point in the future. Although the interest rate on the notes will be equal to 4.0 0 % per annum for the first two years and thereafter will
be based on the 10 -Year CMS Rate, the interest rate that will apply at any tim e on the notes m ay be m ore or less than other
prevailing m arket interest rates at such tim e. As a result, the am ount of interest you receive on the notes m ay be less than the return
you could earn on other investm ents.

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Th e CMS Ra te Is Ba s e d On A H yp o th e tica l In te re s t Ra te Sw a p Re fe re n cin g 3 Mo n th LIBOR; U n ce rta in ty Abo u t Th e
Fu tu re Of LIBOR Ma y Ad ve rs e ly Affe ct Th e 10 -Ye a r CMS Ra te An d Th e Va lu e Of Yo u r N o te s .

The 10 -Year CMS Rate represents the fixed rate of interest payable on a hypothetical interest rate swap whose floating leg is based on
3 m onth LIBOR. On J uly 27, 20 17, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR,
announced that it intends to stop persuading or com pelling banks to subm it rates for the calculation of LIBOR to the adm inistrator
of LIBOR after 20 21. The announcem ent indicates that the continuation of LIBOR on the current basis cannot and will not be
guaranteed after 20 21. It is im possible to predict whether and to what extent banks will continue to provide LIBOR subm issions to
the adm inistrator of LIBOR or whether any additional reform s to LIBOR m ay be enacted in the United Kingdom or elsewhere. At
this tim e, no consensus exists as to what rate or rates m ay becom e accepted alternatives to LIBOR and it is im possible to predict the
effect of any such alternatives on the value of LIBOR, and therefore, the value of, and the m ethod of calculating, the 10 -Year CMS
Rate. Uncertainty as to the nature of alternative reference rates to LIBOR and as to potential changes or other reform s to LIBOR m ay
adversely affect LIBOR rates, and therefore, the 10 -Year CMS Rate, during the term of the notes, which m ay adversely affect the
value of the notes.

Th e N o te s Are Su bje ct To Th e Cre d it Ris k Of W e lls Fa rgo .

The notes are our obligations and are not, either directly or indirectly, an obligation of any third party. Any am ounts payable under
the notes are subject to our creditworthiness. As a result, our actual and perceived creditworthiness m ay affect the value of the notes
and, in the event we were to default on our obligations, you m ay not receive any am ounts owed to you under the term s of the notes.

An In ve s tm e n t In Th e N o te s Ma y Be Mo re Ris ky Th a n An In ve s tm e n t In N o te s W ith A Sh o rte r Te rm .

The notes have a term of seven years. By purchasing notes with a longer term , you will bear greater exposure to fluctuations in
interest rates than if you purchased a note with a shorter term . In particular, you m ay be negatively affected if interest rates begin to
rise because the interest rate applicable to your notes during a particular interest period m ay be less than the am ount of interest you
could earn on other investm ents available at such tim e. In addition, if you tried to sell your notes at such tim e, the value of your notes
in any secondary m arket transaction would also be adversely affected.

H o ld e rs Of Th e N o te s H a ve Lim ite d Righ ts Of Acce le ra tio n .

Paym ent of principal on the notes m ay be accelerated only in the case of paym ent defaults that continue for a period of 30 days or
certain events of bankruptcy or insolvency, whether voluntary or involuntary. If you purchase the notes, you will have no right to
accelerate the paym ent of principal on the notes if we fail in the perform ance of any of our obligations under the notes, other than
the obligations to pay principal and interest on the notes. See "Description of Notes--Events of Default and Covenant Breaches" in
the accom panying prospectus supplem ent.

PRS- 5

H o ld e rs Of Th e N o te s Co u ld Be At Gre a te r Ris k Fo r Be in g Stru ctu ra lly Su bo rd in a te d If W e Co n ve y, Tra n s fe r Or
Le a s e All Or Su bs ta n tia lly All Of Ou r As s e ts To On e Or Mo re Of Ou r Su bs id ia rie s .

Under the indenture, we m ay convey, transfer or lease all or substantially all of our assets to one or m ore of our subsidiaries. In that
event, third -party creditors of our subsidiaries would have additional assets from which to recover on their claim s while holders of
the notes would be structurally subordinated to creditors of our subsidiaries with respect to such assets. See "Description of Notes--
Consolidation, Merger or Sale" in the accom panying prospectus supplem ent.

Th e Es tim a te d Va lu e Of Th e N o te s On Th e Pricin g D a te , Ba s e d On W FS's Pro p rie ta ry Pricin g Mo d e ls , Is Le s s Th a n
Th e Origin a l Offe rin g Price .

The original offering price of the notes includes certain costs that are borne by you. Because of these costs, the estim ated value of the
notes 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 notes, as well as to our funding considerations for debt of this type. The costs related to selling,
structuring, hedging and issuing the notes include (i) the agent discount (if any), (ii) the projected profit that our hedge counterparty
(which m ay be one of our affiliates) expects to realize for assum ing risks inherent in hedging our obligations under the notes and (iii)
hedging and other costs relating to the offering of the notes. Our funding considerations are reflected in the fact that we determ ine
the econom ic term s of the notes based on an assum ed funding rate that is generally lower than our secondary m arket rates. If the
costs relating to selling, structuring, hedging and issuing the notes were lower, or if the assum ed funding rate we use to determ ine the
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econom ic term s of the notes were higher, the econom ic term s of the notes would be m ore favorable to you and the estim ated value
would be higher.

Th e Es tim a te d Va lu e Of Th e N o te s Is D e te rm in e d By Ou r Affilia te 's Pricin g Mo d e ls , W h ich Ma y D iffe r Fro m Th o s e
Of Oth e r D e a le rs .

The estim ated value of the notes was determ ined for us by WFS using its proprietary pricing m odels and related m arket inputs and
assum ptions referred to above under "Investm ent Description--Determ ining the estim ated value." Certain inputs to these m odels
m ay be determ ined by WFS in its discretion. WFS's views on these inputs m ay differ from other dealers' views, and WFS's estim ated
value of the notes m ay be higher, and perhaps m aterially higher, than the estim ated value of the notes that would be determ ined by
other dealers in the m arket. WFS's m odels and its inputs and related assum ptions m ay prove to be wrong and therefore not an
accurate reflection of the value of the notes.

Th e Es tim a te d Va lu e Of Th e N o te s Is N o t An In d ica tio n Of Th e Price , If An y, At W h ich W FS Or An y Oth e r Pe rs o n
Ma y Be W illin g To Bu y Th e N o te s Fro m Yo u In Th e Se co n d a ry Ma rke t.

The price, if any, at which WFS or any of its affiliates m ay purchase the notes in the secondary m arket will be based on WFS's
proprietary pricing m odels and will fluctuate over the term of the notes as a result of changes in the m arket and other factors
described in the next risk factor. Any such secondary m arket price for the notes will also be reduced by a bid -offer spread, which m ay
vary depending on the aggregate principal am ount of the notes to be purchased in the secondary m arket 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 m arket price for the notes is likely to be less than the original offering price.

If WFS or any of its affiliates m akes a secondary m arket in the notes at any tim e up to the issue date or during the 6 -m onth period
following the issue date, the secondary m arket price offered by WFS or any of its affiliates will be increased by an am ount reflecting a
portion of the costs associated with selling, structuring, hedging and issuing the notes that are included in the original offering price.
Because this portion of the costs is not fully deducted upon issuance, any secondary m arket 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 m odels less the bid -
offer spread and hedging unwind costs described above. The am ount of this increase in the secondary m arket price will decline
steadily to zero over this 6 -m onth period. If you hold 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 notes on your brokerage account statem ent. If you hold your notes through an
account at a broker -dealer other than WFS or any of its affiliates, the value of the notes on your brokerage account statem ent m ay be
different than if you held your notes at WFS or any of its affiliates, as discussed above under "Investm ent Description."

PRS- 6

Th e Va lu e Of Th e N o te s Prio r To Sta te d Ma tu rity W ill Be Affe cte d By N u m e ro u s Fa cto rs , So m e Of W h ich Are
Re la te d In Co m p le x W a ys .

The value of the notes prior to stated m aturity will be affected by interest rates at that tim e and a num ber of other factors, som e of
which are interrelated in com plex ways. The effect of any one factor m ay be offset or m agnified by the effect of another factor. The
following factors, which we refer to as the "derivative com ponent factors", are expected to affect the value of the notes. When we refer
to the "value" of your note, we m ean the value that you could receive for your note if you are able to sell it in the open m arket before
the stated m aturity date.

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Th e 10 -Ye a r CMS Ra te . The value of the notes prior to m aturity will be influenced by the level of forward rates for the 10 -
Year CMS Rate at that tim e.

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In te re s t Ra te s . The value of the notes m ay be affected by changes in the interest rates and in the yield curve in the U.S.
m arkets.

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Tim e Re m a in in g To Ma tu rity. The value of the notes at any given tim e prior to m aturity will likely be different from that
which would be expected based on the then -current level of the 10 -Year CMS Rate. This difference will m ost likely reflect a
discount due to expectations and uncertainty concerning the level of the 10 -Year CMS Rate during the period of tim e still
rem aining to the m aturity date. In general, as the tim e rem aining to m aturity decreases, the value of the notes will approach
the am ount payable at m aturity.

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Vo la tility o f th e 10 -Ye a r CMS Ra te . Volatility is the term used to describe the size and frequency of fluctuations in the
level of the 10 -Year CMS Rate. The value of the notes m ay be affected if the volatility of the 10 -Year CMS Rate changes.

In addition to the derivative com ponent factors, the value of the notes will be affected by actual or anticipated changes in our
creditworthiness, as reflected in our secondary m arket rates. You should understand that the im pact of one of the factors specified
above, such as a change in interest rates, m ay offset som e or all of any change in the value of the notes attributable to another factor,
such as a change in the 10 -Year CMS Rate. Because several factors are expected to affect the value of the notes, changes in the 10 -
Year CMS Rate m ay not result in a com parable change in the value of the notes.

Th e N o te s W ill N o t Be Lis te d On An y Se cu ritie s Exch a n ge An d W e D o N o t Exp e ct A Tra d in g Ma rke t Fo r Th e N o te s
To D e ve lo p .

The notes will not be listed or displayed on any securities exchange or any autom ated quotation system . Although the agent and/ or its
affiliates m ay purchase the notes from holders, they are not obligated to do so and are not required to m ake a m arket for the notes.
There can be no assurance that a secondary m arket will develop. Because we do not expect that any m arket m akers will participate in
a secondary m arket for the notes, the price at which you m ay be able to sell your notes is likely to depend on the price, if any, at
which the agent is willing to buy your notes.

If a secondary m arket does exist, it m ay be lim ited. Accordingly, there m ay be a lim ited num ber of buyers if you decide to sell your
notes prior to stated m aturity. This m ay affect the price you receive upon such sale. Consequently, you should be willing to hold the
notes to stated m aturity.

Ou r Eco n o m ic In te re s ts An d Th o s e Of An y D e a le r Pa rticip a tin g In Th e Offe rin g Are Po te n tia lly Ad ve rs e To Yo u r
In te re s ts .

You should be aware of the following ways in which our econom ic interests and those of any dealer participating in the distribution of
the notes, which we refer to as a "participating dealer," are potentially adverse to your interests as an investor in the notes. In
engaging in certain of the activities described below, our affiliates or any participating dealer or its affiliates m ay take actions that
m ay adversely affect the value of and your return on the notes, and in so doing they will have no obligation to consider your interests
as an investor in the notes. Our affiliates or any participating dealer or its affiliates m ay realize a profit from these activities even if
investors do not receive a favorable investm ent return on the notes.

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Th e c a lc u la t io n a g e n t is o u r a ffilia t e a n d m a y b e r e q u ir e d t o m a k e d is c r e t io n a r y ju d g m e n t s t h a t a ffe c t t h e
r e t u r n y o u r e c e iv e o n t h e n o t e s . WFS, which is our affiliate, will be the calculation agent for the notes. As calculation
agent, WFS will determ ine the 10 -Year CMS Rate in the event that the 10 -Year CMS Rate is not determ ined by reference to
the Reuters page <ICESWAP1> or reference

PRS- 7

bank quotations. In perform ing its functions, the fact that WFS is our affiliate m ay cause it to have econom ic interests that
are adverse to your interests as an investor in the notes, and WFS's determ inations as calculation agent m ay adversely affect
your return on the notes.

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Th e e s t im a t e d v a lu e o f t h e n o t e s w a s c a lc u la t e d b y o u r a ffilia t e a n d is t h e r e fo r e n o t a n in d e p e n d e n t t h ir d -
p a r t y v a lu a t io n . WFS calculated the estim ated value of the notes set forth on the cover page of this pricing supplem ent,
which involved discretionary judgm ents by WFS, as described under "Risk Factors--The Estim ated Value Of The Notes Is
Determ ined By Our Affiliate's Pricing Models, Which May Differ From Those Of Other Dealers" above. Accordingly, the
estim ated value of the notes set forth on the cover page of this pricing supplem ent is not an independent third -party
valuation.

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A p a r t ic ip a t in g d e a le r o r it s a ffilia t e s m a y r e a liz e h e d g in g p r o fit s p r o je c t e d b y it s p r o p r ie t a r y p r ic in g
m o d e ls in a d d it io n t o a n y s e llin g c o n c e s s io n , c r e a t in g a fu r t h e r in c e n t iv e fo r t h e p a r t ic ip a t in g d e a le r t o
s e ll t h e n o t e s t o y o u . If any participating dealer or any of its affiliates conducts hedging activities for us in connection
with the notes, that participating dealer or its affiliates will expect to realize a projected profit from such hedging activities
and this projected profit will be in addition to any concession that the participating dealer realizes for the sale of the notes to
you. This additional projected profit m ay create a further incentive for the participating dealer to sell the notes to you.

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Th e Re s o lu tio n Of W e lls Fa rgo U n d e r Th e Ord e rly Liqu id a tio n Au th o rity Co u ld Re s u lt In Gre a te r Lo s s e s Fo r
H o ld e rs Of Th e N o te s , Pa rticu la rly If A Sin gle -Po in t -Of-En try Stra te gy Is U s e d .

Your ability to recover the full am ount that would otherwise be payable on the notes in a proceeding under the U.S. Bankruptcy Code
m ay be im paired by the exercise by the Federal Deposit Insurance Corporation (the "FDIC") of its powers under the "orderly
liquidation authority" under Title II of the Dodd -Frank Wall Street Reform and Consum er Protection Act (the "Dodd -Frank Act "). In
particular, the single point of entry strategy described below is intended to im pose losses at the top-tier holding com pany level in the
resolution of a Global System ically Im portant Bank ("G-SIB") such as Wells Fargo.

Title II of the Dodd -Frank Act created a new resolution regim e known as the "orderly liquidation authority" to which financial
com panies, including bank holding com panies such as Wells Fargo, can be subjected. Under the orderly liquidation authority, the
FDIC m ay be appointed as receiver for a financial com pany for purposes of liquidating the entity if, upon the recom m endation of
applicable regulators, the United States Secretary of the Treasury determ ines, am ong other things, that the entity is in severe
financial distress, that the entity's failure would have serious adverse effects on the U.S. financial system and that resolution under
the orderly liquidation authority would avoid or m itigate those effects. Absent such determ inations, Wells Fargo, as a bank holding
com pany, would rem ain subject to the U.S. Bankruptcy Code.

If the FDIC is appointed as receiver under the orderly liquidation authority, then the orderly liquidation authority, rather than the
U.S. Bankruptcy Code, would determ ine the powers of the receiver and the rights and obligations of creditors and other parties who
have transacted with Wells Fargo. There are substantial differences between the rights available to creditors in the orderly liquidation
authority and under the U.S. Bankruptcy Code, including the right of the FDIC under the orderly liquidation authority to disregard
the strict priority of creditor claim s in som e circum stances (which would otherwise be respected by a bankruptcy court) and the use
of an adm inistrative claim s procedure to determ ine creditors' claim s (as opposed to the judicial procedure utilized in bankruptcy
proceedings). In certain circum stances under the orderly liquidation authority, the FDIC could elevate the priority of claim s if it
determ ines that doing so is necessary to facilitate a sm ooth and orderly liquidation without the need to obtain the consent of other
creditors or prior court review. In addition, under the orderly liquidation authority, the FDIC has the right to transfer assets or
liabilities of the failed com pany to a third party or "bridge" entity.

The FDIC has announced that a "single point of entry" strategy m ay be a desirable strategy to resolve a large financial institution such
as Wells Fargo in a m anner that would, am ong other things, im pose losses on shareholders, unsecured debt holders (including, in our
case, holders of the notes) and other creditors of the top-tier holding com pany (in our case, Wells Fargo), while perm itting the
holding com pany's subsidiaries to continue to operate. In addition, in Decem ber 20 16, the Board of Governors of the Federal Reserve
System (the "FRB") finalized rules requiring U.S. G-SIBs, including Wells Fargo, to m aintain m inim um am ounts of long-term debt
and total loss-absorbing capacity (TLAC). It is possible that the application of the single point of entry strategy--in which Wells
Fargo would be the only legal entity to enter resolution proceedings--could result in greater losses to holders of the notes than the
losses that would result from the application of a bankruptcy proceeding or a different resolution strategy for Wells Fargo. Assum ing
Wells Fargo entered resolution proceedings and that support from Wells Fargo

PRS- 8

to its subsidiaries was sufficient to enable the subsidiaries to rem ain solvent, losses at the subsidiary level could be transferred to
Wells Fargo and ultim ately borne by Wells Fargo's security holders (including holders of the notes and our other unsecured debt
securities), with the result that third -party creditors of Wells Fargo's subsidiaries would receive full recoveries on their claim s, while
Wells Fargo's security holders (including holders of the notes) and other unsecured creditors could face significant losses. In that
case, Wells Fargo's security holders could face significant losses while the third -party creditors of Wells Fargo's subsidiaries would
incur no losses because the subsidiaries would continue to operate and would not enter resolution or bankruptcy proceedings. In
addition, holders of the notes and other debt securities of Wells Fargo could face losses ahead of our other sim ilarly situated creditors
in a resolution under the orderly liquidation authority if the FDIC exercised its right, described above, to disregard the strict priority
of creditor claim s.

The orderly liquidation authority also requires that creditors and shareholders of the financial com pany in receivership m ust bear all
losses before taxpayers are exposed to any losses, and am ounts owed by the financial com pany or the receivership to the U.S.
governm ent would generally receive a statutory paym ent priority over the claim s of private creditors, including senior creditors such
as claim s in respect of the notes. In addition, under the orderly liquidation authority, claim s of creditors (including holders of the
notes) could be satisfied through the issuance of equity or other securities in a bridge entity to which Wells Fargo's assets are
transferred. If securities were to be delivered in satisfaction of claim s, there can be no assurance that the value of the securities of the
bridge entity would be sufficient to repay all or any part of the creditor claim s for which the securities were exchanged.
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While the FDIC has issued regulations to im plem ent the orderly liquidation authority, not all aspects of how the FDIC m ight exercise
this authority are known and additional rulem aking is possible.

Th e Re s o lu tio n Of W e lls Fa rgo In A Ba n kru p tcy Pro ce e d in g Co u ld Als o Re s u lt In Gre a te r Lo s s e s Fo r H o ld e rs Of Ou r
D e bt Se cu ritie s , In clu d in g Th e N o te s .

As required by the Dodd -Frank Act and regulations issued by the FRB and the FDIC, we are required to provide to the FRB and the
FDIC a plan for our rapid and orderly resolution in the event of m aterial financial distress affecting Wells Fargo or the failure of
Wells Fargo. The strategy described in our m ost recently filed resolution plan is a "m ultiple point of entry" strategy, in which Wells
Fargo, Wells Fargo Bank, National Association ("WFBNA") and Wells Fargo Securities, LLC ("WFS") would each undergo separate
resolution proceedings under the U.S. Bankruptcy Code, the Federal Deposit Insurance Act, and the Securities Investor Protection
Act, respectively. To further the orderly resolution of its businesses and those of its subsidiaries, Wells Fargo m ay provide capital and
liquidity resources to certain of its m ajor subsidiaries (such as WFBNA and WFS) during any period of distress, including through
the forgiveness of intercom pany indebtedness, the m aking of additional intercom pany loans and by other m eans. These subsidiaries
m ay enter into separate resolution proceedings even after receiving capital and liquidity resources from Wells Fargo. It is possible
that creditors of som e or all of Wells Fargo's m ajor subsidiaries would receive significant, or even full, recoveries on their claim s
while holders of Wells Fargo's debt securities (including holders of the notes) could face significant or com plete losses. It is also
possible that holders of Wells Fargo's debt securities (including holders of the notes) could face greater losses than if the m ultiple
point of entry strategy had not been im plem ented and Wells Fargo had not provided capital and liquidity resources to m ajor
subsidiaries that enter separate resolution proceedings because assets and other resources provided to those subsidiaries would not
be available to pay Wells Fargo's creditors (including holders of the notes and Wells Fargo's other debt securities).

For our next resolution plan subm ission, we have m ade a decision to m ove to a single point of entry strategy, in which Wells Fargo
would be resolved under the U.S. Bankruptcy Code using a strategy in which only Wells Fargo itself enters proceedings while som e or
all of its operating subsidiaries are m aintained as going concerns. In this case, the effects on creditors of Wells Fargo would likely be
sim ilar to those arising under the orderly liquidation authority, as described above. We are not obligated to m aintain either a single
point of entry or m ultiple point of entry strategy, and the strategies reflected in our resolution plan subm issions are not binding in
the event of an actual resolution of Wells Fargo, whether conducted under the U.S. Bankruptcy Code or by the FDIC under the
orderly liquidation authority. To carry out such a single point of entry strategy, Wells Fargo m ay seek to recapitalize its subsidiaries
or provide them with liquidity in order to preserve them as going concerns prior to the com m encem ent of Wells Fargo's bankruptcy
proceeding. Moreover, Wells Fargo could seek to elevate the priority of its guarantee obligations relating to its m ajor subsidiaries'
derivatives contracts over its other obligations, so that cross-default and early term ination rights under derivatives contracts at its
subsidiaries would be stayed under the ISDA Resolution Stay Protocol. This elevation would result in holders of our debt securities
(including the notes) incurring losses ahead of the beneficiaries of those guarantee obligations. It is also possible that holders of our
debt securities (including the notes) could incur losses ahead of other sim ilarly situated creditors.

PRS- 9

In response to the regulators' guidance and to facilitate the orderly resolution of Wells Fargo using either a single point of entry or
m ultiple point of entry resolution strategy, on J une 28 , 20 17, Wells Fargo entered into a Support Agreem ent with WFC Holdings,
LLC, an interm ediate holding com pany and subsidiary of Wells Fargo (the "IHC"), and WFBNA, WFS, and Wells Fargo Clearing
Services, LLC ("WFCS"), each an indirect subsidiary of Wells Fargo (the "Support Agreem ent "). Pursuant to the Support Agreem ent,
Wells Fargo transferred a significant am ount of its assets, including the m ajority of its cash, deposits, liquid securities and
intercom pany loans (but excluding its equity interests in its subsidiaries and certain other assets), to the IHC and will continue to
transfer those types of assets to the IHC from tim e to tim e. In the event of Wells Fargo's m aterial financial distress or failure, the
IHC will be obligated to use the transferred assets to provide capital and/ or liquidity to WFBNA pursuant to the Support Agreem ent
and to WFS and WFCS through repurchase facilities entered into in connection with the Support Agreem ent. Under the Support
Agreem ent, the IHC will also provide funding and liquidity to Wells Fargo through subordinated notes and a com m itted line of credit,
which, together with the issuance of dividends, is expected to provide Wells Fargo, during business as usual operating conditions,
with the sam e access to cash necessary to service its debts, pay dividends, repurchase its shares and perform its other obligations as it
would have if it had not entered into these arrangem ents and transferred any assets. If certain liquidity and/ or capital m etrics fall
below defined triggers, the subordinated notes would be forgiven and the com m itted line of credit would term inate, which could
m aterially and adversely im pact Wells Fargo's liquidity and its ability to satisfy its debts and other obligations, and could result in the
com m encem ent of bankruptcy proceedings by Wells Fargo at an earlier tim e than m ight have otherwise occurred if the Support
Agreem ent were not im plem ented. Wells Fargo's and the IHC's respective obligations under the Support Agreem ent are secured
pursuant to a related security agreem ent.
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If either resolution strategy proved to be unsuccessful, holders of our debt securities (including the notes) m ay as a consequence be in
a worse position than if the strategy had not been im plem ented. In all cases, any paym ents to holders of our debt securities are
dependent on our ability to m ake such paym ents and are therefore subject to our credit risk.

PRS- 10

U N ITED STATES FED ERAL TAX CON SID ERATION S

The following is a discussion of the m aterial U.S. federal incom e and certain estate tax consequences of the ownership and
disposition of the notes. It applies to you only if you purchase a note for cash in the initial offering at the "issue price," which is the
first price at which a substantial am ount of the notes is sold to the public, and hold the note as a capital asset within the m eaning of
Section 1221 of the Internal Revenue Code of 198 6, as am ended (the "Code "). It does not address all of the tax consequences that
m ay be relevant to you in light of your particular circum stances or if you are an investor subject to special rules, such as:

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a financial institution;

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a "regulated investm ent com pany";

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a "real estate investm ent trust";

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a tax-exem pt entity, including an "individual retirem ent account" or "Roth IRA";

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a dealer or trader subject to a m ark-to-m arket m ethod of tax accounting with respect to the notes;

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a person holding a note as part of a "straddle" or conversion transaction or who has entered into a "constructive sale" with
respect to a note;

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a U.S. holder (as defined below) whose functional currency is not the U.S. dollar; or

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an entity classified as a partnership for U.S. federal incom e tax purposes.

If an entity that is classified as a partnership for U.S. federal incom e tax purposes holds the notes, the U.S. federal incom e tax
treatm ent of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partnership
holding the notes or a partner in such a partnership, you should consult your tax adviser as to the particular U.S. federal tax
consequences of holding and disposing of the notes to you.

This discussion is based on the Code, adm inistrative pronouncem ents, judicial decisions and final, tem porary and proposed Treasury
regulations, all as of the date hereof, changes to any of which subsequent to the date of this pricing supplem ent m ay affect the tax
consequences described herein, possibly with retroactive effect. This discussion does not address the effects of any applicable state,
local or non -U.S. tax laws, any alternative m inim um tax consequences, the potential application of the Medicare tax on net
investm ent incom e or the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. You
should consult your tax adviser concerning the application of the U.S. federal incom e and estate tax laws to your particular situation,
as well as any tax consequences arising under the laws of any state, local or non -U.S. jurisdiction.

Ta x Tre a tm e n t o f th e N o te s

In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes should be treated as "variable rate debt instrum ents" that
provide for a single fixed rate followed by a qualified floating rate ("QFR") for U.S. federal incom e tax purposes.

Ta x Co n s e qu e n ce s to U .S. H o ld e rs

This section applies only to U.S. holders. You are a "U.S. holder " if you are a beneficial owner of a note that is, for U.S. federal
incom e tax purposes:

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a citizen or individual resident of the United States;

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Document Outline

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