Obligation Wells Fargo & Company 2.5% ( US95001D4N73 ) en USD

Wells Fargo & Company

100 % ▲

Etas-Unis

US95001D4N73 ( en USD )

2.5% par an ( paiement semestriel )

30/07/2024 - Obligation échue

Prospectus brochure de l'obligation Wells Fargo US95001D4N73 en USD 2.5%, échue

1 000 USD

95001D4N7

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 US95001D4N73, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/07/2024

424B2 1 r1651wfc-424b2_072619.htm DEFINITIVE PRICING SUPPLEMENT NO. 61

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

PRICING SUPPLEMENT No. 61 dated J uly 26, 20 19
(To Prospectus Supplem ent dated J anuary 24, 20 18
and Prospectus dated April 5, 20 19)
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

$ 10 ,0 0 0 ,0 0 0
Ste p -U p Ca lla ble N o te s
N o te s d u e Ju ly 3 0 , 2 0 2 4

The notes have a term of five years, subject to our right to redeem the notes on the optional redem ption dates beginning one year after issuance. The notes
pay interest sem i- annually at a per annum rate that will increase at preset intervals over the term of the notes. However, you should not expect to earn the
higher stated interest rates described below because, unless general interest rates rise significantly, the notes are likely to be redeem ed. 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:
J uly 26, 20 19.
Issue Date:
J uly 30 , 20 19. (T+2)
Stated Maturity Date:
J uly 30 , 20 24. The notes are subject to redem ption by Wells Fargo prior to the stated m aturity date as set forth
below under "Optional Redem ption." The notes are not subject to repaym ent at the option of any holder of the
notes prior to the stated m aturity date.
Paym ent at Maturity:
Unless redeem ed prior to stated m aturity by Wells Fargo, 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:
Each J anuary 30 and J uly 30 , com m encing J anuary 30 , 20 20 , and at stated m aturity or earlier redem ption. 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 J anuary 29, 20 20 . 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 per annum interest rate that will apply during the interest periods are as follows:
Com m encing J uly 30 , 20 19 and ending J uly 29, 20 21
2.50 %

Com m encing J uly 30 , 20 21 and ending J uly 29, 20 23
2.75%

Com m encing J uly 30 , 20 23 and ending J anuary 29, 20 24
3.0 0 %

Com m encing J anuary 30 , 20 24 and ending J uly 29, 20 24
4.0 0 %

Optional Redem ption:
The notes are redeem able by Wells Fargo, in whole but not in part, on the optional redem ption dates, at 10 0 % of
their principal am ount plus accrued and unpaid interest to, but excluding, the redem ption date. Any redem ption
m ay be subject to prior regulatory approval. Wells Fargo will give notice to the holders of the notes at least 5 days
and not m ore than 30 days prior to the date fixed for redem ption in the m anner described in the accom panying
prospectus supplem ent under "Description of Notes--Redem ption and Repaym ent."
Optional Redem ption Dates:
Quarterly on the 30 th day of each J anuary, April, J uly and October, beginning J uly 30 , 20 20 and ending April 30 ,
20 24.
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 1D4N7

In ve s tin g in th e n o te s in vo lve s ris ks n o t a s s o cia te d w ith a n 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 a ge PRS -3 .
Th e n o te s a re u n s e cu re d o bliga tio n s o f W e lls Fa rgo & Co m p a n y, a n d a ll p a ym e n ts o n th e n o te s a re s u bje ct to th e cre d it 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 a n d Exch a n ge Co m m is s io n n o r a n y s ta te s e cu ritie s co m m is s io n h a s a p p ro ve d o r d is a p p ro 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
$ 7.0 0
$ 993.0 0
To ta l
$ 10 ,0 0 0 ,0 0 0 .0 0
$ 65,931.0 0
$ 9,934,0 69.0 0

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(1)
The per note agent discount in the table above represents the m axim um agent discount payable per note. The total agent discount and total proceeds to Wells Fargo in the table
above reflect the actual total agent discount payable in respect of the notes. See "Plan of Distribution (Conflicts of Interest)" in the prospectus supplem ent for further inform ation
including inform ation regarding how we m ay hedge our obligations under the notes and offering expenses. 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.

W e lls Fa r go Se cu r it ie s

IN VESTMEN T D ESCRIPTION

The Notes due J uly 30 , 20 24 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.

You should read this pricing supplem ent together with the prospectus supplem ent dated J anuary 24, 20 18 and the prospectus dated
April 5, 20 19 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 5, 20 19 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):

· Prospectus Supplement dated J anuary 24, 2018:

https:/ / www.sec.gov/ Archives/ edgar/ data/ 72971/ 0 0 0 119312518 0 18 274/ d428 28 1d424b2.htm

· Prospectus dated April 5, 2019:

https:/ / www.sec.gov/ Archives/ edgar/ data/ 72971/ 0 0 0 138 7131190 0 2551/ wfc-424b2_ 0 40 519.htm

IN VESTOR CON SID ERATION S
We have designed the notes for investors who:
¦
seek a fixed incom e investm ent with an interest rate that increases to, but not above, the preset rates during the term of the
investm ent;
¦
seek current incom e of at least 2.50 % per annum (the interest rate applicable for the first two years) and at an interest rate in
excess of 2.50 % after the first two years through stated m aturity, subject to our right to redeem the notes after one year;
¦
understand that the notes m ay be redeem ed by Wells Fargo after one year; and
¦
are willing to hold the notes until m aturity.
The notes are not designed for, and m ay not be a suitable investm ent for, investors who:
¦
seek a liquid investm ent or are unable or unwilling to hold the notes to m aturity;
¦
expect interest rates to increase beyond the interest rates provided by the notes;
¦
prefer the certainty of investm ents without an optional redem ption feature; or
¦
are unwilling to accept the credit risk of Wells Fargo.

PRS- 2

RISK FACTORS
Your investm ent in the notes will involve risks not associated with an investm ent in conventional debt securities. 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.
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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 increase to preset rates at scheduled intervals during the term of the
notes, the interest rate that will apply at any tim e on the notes m ay be m ore or less than 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.
Th e Pe r An n u m In te re s t Ra te Ap p lica ble At A Pa rticu la r Tim e W ill Affe ct Ou r D e cis io n To Re d e e m Th e N o te s .
It is m ore likely that we will redeem the notes prior to the stated m aturity date during periods when the rem aining interest is to
accrue on the notes at a rate that is greater than that which we would pay on a conventional fixed -rate non -redeem able note of
com parable m aturity. If we redeem the notes prior to the stated m aturity date, you m ay not be able to invest in other notes that yield
as m uch interest as the notes.
Th e Ste p -U p Fe a tu re Pre s e n ts D iffe re n t In ve s tm e n t Co n s id e ra tio n s Th a n Fixe d Ra te N o te s .
The interest rate payable on the notes during their term will increase from the initial interest rate, subject to our right to redeem the
notes. If we do not redeem the notes, the interest rate will step up as described herein. You should not expect to earn the higher
stated interest rates which are applicable only after the first two years of the term of the notes because, unless general interest rates
rise significantly, the notes are likely to be redeem ed prior to the stated m aturity date. When determ ining whether to invest in the
notes, you should consider, am ong other things, the overall annual percentage rate of interest to redem ption as com pared to other
equivalent investm ent alternatives rather than the higher stated interest rates which are applicable only after the first two years of
the term 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.
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.
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.

PRS- 3

Th e Age n t D is co u n t, Offe rin g Exp e n s e s An d Ce rta in H e d gin g Co s ts Are Like ly To Ad ve rs e ly Affe ct Th e Price At
W h ich Yo u Ca n Se ll Yo u r N o te s .
Assum ing no changes in m arket conditions or any other relevant factors, the price, if any, at which you m ay be able to sell the notes
will likely be lower than the original offering price. The original offering price includes, and any price quoted to you is likely to
exclude, the agent discount paid in connection with the initial distribution, offering expenses and the projected profit that our hedge
counterparty (which m ay be one of our affiliates) expects to realize in consideration for assum ing the risks inherent in hedging our
obligations under the notes. In addition, any such price is also likely to reflect dealer discounts, m ark-ups and other transaction costs,
such as a discount to account for costs associated with establishing or unwinding any related hedge transaction. The price at which
the agent or any other potential buyer m ay be willing to buy your notes will also be affected by the interest rates provided by the
notes and by the m arket and other conditions discussed in the next risk factor.
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
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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, am ong others, 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.
·
In te re s t Ra te s . The value of the notes m ay be affected by changes in the interest rates in the U.S. m arkets.
·
Ou r Cre d itw o rth in e s s . Actual or anticipated changes in our creditworthiness m ay affect the value of the notes.
However, because the return on the notes is dependent upon factors in addition to our ability to pay our obligations
under the notes, such as whether we exercise our option to redeem the notes, an im provem ent in our
creditworthiness will not reduce the other investm ent risks related to 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.
A D e a le r Pa rticip a tin g In Th e Offe rin g Of Th e N o te s Or Its Affilia te s Ma y Re a lize H e d gin g Pro fits Pro je cte d By Its
Pro p rie ta ry Pricin g Mo d e ls In Ad d itio n To An y Se llin g Co n ce s s io n , Cre a tin g A Fu rth e r In ce n tive Fo r Th e
Pa rticip a tin g D e a le r To Se ll Th e N o te s To Yo u .
If any dealer participating in the offering of the notes, which we refer to as a "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, if any, and this projected hedging 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.
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

PRS- 4

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
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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 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.
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.

PRS- 5

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 20 17 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'
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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.
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.

PRS- 6

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- 7

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:
·
a financial institution;
·
a "regulated investm ent com pany";
·
a "real estate investm ent trust";
·
a tax-exem pt entity, including an "individual retirem ent account" or "Roth IRA";
·
a dealer or trader subject to a m ark-to-m arket m ethod of tax accounting with respect to the notes;
·
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;
·
a U.S. holder (as defined below) whose functional currency is not the U.S. dollar; or
·
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
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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 hereof 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 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. taxing jurisdiction.
Ge n e ra l
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as "fixed rate debt instrum ents" that are issued
without original issue discount ("OID") 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:
·
a citizen or individual resident of the United States;
·
a corporation created or organized in or under the laws of the United States, any state therein or the District of Colum bia; or
·
an estate or trust the incom e of which is subject to U.S. federal incom e taxation regardless of its source.
In terest on the N otes. Stated in terest on the n otes will gen erally be taxable to you as ordin ary in terest in com e at the tim e it accrues or
is received in accordance with your m ethod of accounting for U.S. federal incom e tax purposes.

PRS- 8

Under applicable Treasury regulations, we will generally be presum ed to exercise our option to redeem the notes if the exercise of the
option would lower the yield on the notes. The yield on the notes would be lowered if we redeem ed the notes before the initial
increase in the interest rate, and therefore the notes will not be treated as issued with OID. If, contrary to the presum ption in the
applicable Treasury regulations, we do not redeem the notes before the initial increase in the interest rate, solely for purposes of
calculating OID, the notes will be treated as if they were redeem ed and new notes were issued on the presum ed exercise date for the
notes' principal am ount. The sam e analysis will generally apply to any subsequent increase in the interest rate, which m eans a note
that is deem ed reissued will generally be treated as redeem ed prior to that subsequent increase in the interest rate, and therefore as
issued without OID. The rules governing short -term debt instrum ents m ay apply to a note deem ed reissued in conjunction with the
final two scheduled increases in the interest rate. You should consult your tax adviser concerning the possible application of these
rules.
Sale, Exchan ge or R etirem en t of the N otes. You will recogn ize capital gain or loss on the sale, exchan ge or retirem en t of a n ote equal
to the difference between the am ount received (other than am ounts received in respect of accrued interest, which will be treated as
described under "--Interest on the Notes") and your adjusted tax basis in the note. Your adjusted tax basis in a note generally will be
equal to your original purchase price for the note. Your gain or loss generally will be long-term capital gain or loss if at the tim e of the
sale, exchange or retirem ent you held the notes for m ore than one year, and short -term capital gain or loss otherwise. Long-term
capital gains recognized by non -corporate U.S. holders are generally subject to taxation at reduced rates. Any capital loss you
recognize m ay be subject to lim itations.
Ta x Co n s e qu e n ce s to N o n -U .S. H o ld e rs

This section applies only to non -U.S. holders. You are a "non -U.S. holder " if you are a beneficial owner of a note that is, for U.S.
federal incom e tax purposes:
·
an individual who is classified as a nonresident alien;
·
a foreign corporation; or
·
a foreign estate or trust.
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You are not a non -U.S. holder for purposes of this discussion if you are (i) an individual who is present in the United States for 18 3
days or m ore in the taxable year of disposition, (ii) a form er citizen or resident of the United States or (iii) a person for whom incom e
or gain in respect of the notes is effectively connected with the conduct of a trade or business in the United States. If you are or m ay
becom e such a person during the period in which you hold a note, you should consult your tax adviser regarding the U.S. federal tax
consequences of an investm ent in the notes.
Treatm en t of In com e an d Gain on the N otes. You should n ot be subject to U.S. federal in com e or withholdin g tax in respect of the
notes, provided that interest on the notes qualifies as "portfolio interest" and is not subject to withholding under the "FATCA" regim e
described below. Interest on the notes should generally qualify as portfolio interest, exem pt from withholding (which for an
individual non -U.S. holder is pursuant to Section 8 71(h) of the Code), provided that:
·
you do not own, directly or by attribution, ten percent or m ore of the total com bined voting power of all classes of our stock
entitled to vote;
·
you are not a controlled foreign corporation related, directly or indirectly, to us through stock ownership;
·
you are not a bank receiving interest under Section 8 8 1(c)(3)(A) of the Code; and
·
you provide to the applicable withholding agent an appropriate Internal Revenue Service ("IRS") Form W-8 on which you
certify under penalties of perjury that you are not a U.S. person.
U .S. Fe d e ra l Es ta te Ta x
A note held by an individual non -U.S. holder who at death is not a citizen or a resident of the United States for U.S. federal estate tax
purposes generally will not be includible in the individual's gross estate, and will be deem ed "property without the United States"
under Section 210 5 of the Code, for U.S. federal estate tax purposes if, at the tim e of death, interest on the note would qualify as
portfolio interest exem pt from withholding under Section

PRS- 9

8 71(h), as described above, without regard to the certification requirem ent described in the fourth bullet above under "--Treatm ent
of Incom e and Gain on the Notes."
You should consult your tax adviser regarding the U.S. federal estate tax consequences of an investm ent in the notes in your
particular situation.
Ba cku p W ith h o ld in g a n d In fo rm a tio n Re p o rtin g
Inform ation returns generally will be filed with the IRS with respect to paym ents of interest on the notes and m ay be filed with the
IRS in connection with the paym ent of proceeds from a sale, exchange or other disposition of the notes. If you fail to provide certain
identifying inform ation (such as an accurate taxpayer identification num ber if you are a U.S. holder) or m eet certain other
conditions, you m ay also be subject to backup withholding at the rate specified in the Code. If you are a non -U.S. holder that provides
an appropriate IRS Form W-8 , you will generally establish an exem ption from backup withholding. Am ounts withheld under the
backup withholding rules are not additional taxes and m ay be refunded or credited against your U.S. federal incom e tax liability,
provided the relevant inform ation is tim ely furnished to the IRS.
FATCA
Legislation com m only referred to as "FATCA" generally im poses a withholding tax of 30 % on paym ents to certain non -U.S. entities
(including financial interm ediaries) with respect to certain financial instrum ents, unless various U.S. inform ation reporting and due
diligence requirem ents have been satisfied. An intergovernm ental agreem ent between the United States and the non -U.S. entity's
jurisdiction m ay m odify these requirem ents. Withholding under these rules (if applicable) applies to paym ents of am ounts treated as
interest on the notes. While existing Treasury regulations would also require withholding on paym ents of gross proceeds of the
disposition (including upon retirem ent) of certain financial instrum ents treated as paying U.S.-source interest or dividends, the U.S.
Treasury Departm ent has indicated in subsequent proposed regulations its intent to elim inate this requirem ent. The U.S. Treasury
Departm ent has indicated that taxpayers m ay rely on these proposed regulations pending their finalization. If withholding applies to
the notes, we will not be required to pay any additional am ounts with respect to am ounts withheld. Both U.S. and non -U.S. holders
should consult their tax advisers regarding the potential application of FATCA to the notes.
Th e p re ce d in g d is cu s s io n co n s titu te s th e fu ll o p in io n o f D a vis Po lk & W a rd w e ll LLP re ga rd in g th e m a te ria l U .S.
fe d e ra l ta x co n s e qu e n ce s o f o w n in g a n d d is p o s in g o f th e n o te s .

PRS- 10

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SU PPLEMEN TAL PLAN OF D ISTRIBU TION
Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Com pany, is the agent for the distribution of the notes. The
agent m ay resell the notes to other securities dealers at the original offering price of the notes less a concession not in excess of $ 7.0 0
per note. Such securities dealers m ay include Wells Fargo Advisors (the trade nam e of the retail brokerage business of our affiliates,
Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC).
The agent or another affiliate of ours expects to realize hedging profits projected by its proprietary pricing m odels to the extent it
assum es the risks inherent in hedging our obligations under the notes. If any dealer participating in the distribution of the notes or
any of its affiliates conducts hedging activities for us in connection with the notes, that dealer or its affiliate will expect to realize a
profit projected by its proprietary pricing m odels 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 notes to you.

PRS- 11

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Document Outline

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