Obbligazione Wells Fargo & Company 3% ( US95001DA677 ) in USD

Wells Fargo & Company

100 USD ▲

Stati Uniti

US95001DA677 ( in USD )

3% per anno ( pagato 2 volte l'anno)

12/06/2035

Prospetto opuscolo dell'obbligazione Wells Fargo US95001DA677 en USD 3%, scadenza 12/06/2035

1 000 USD

20 011 000 USD

95001DA67

BBB+ ( Lower medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

12/06/2026 ( In 68 giorni )

Wells Fargo è una delle maggiori istituzioni finanziarie statunitensi, operante nel settore bancario, finanziario e di gestione patrimoniale.

The Obbligazione issued by Wells Fargo & Company ( United States ) , in USD, with the ISIN code US95001DA677, pays a coupon of 3% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 12/06/2035

The Obbligazione issued by Wells Fargo & Company ( United States ) , in USD, with the ISIN code US95001DA677, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Wells Fargo & Company ( United States ) , in USD, with the ISIN code US95001DA677, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 wfcr2353-424b2_061020.htm DEFINITIVE PRICING SUPPLEMENT NO. 137

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

PRICING SUPPLEMENT No. 137 dated J une 10 , 20 20

(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
$ 2 0 ,0 11,0 0 0
Fixe d Ra te Ca lla ble N o te s
N o te s d u e Ju n e 12 , 2 0 3 5
The notes have a term of fifteen years, subject to our right to redeem the notes on the optional redemption dates beginning five years after issuance. The
notes pay interest m onthly at a fixed per annum rate, as set forth below. 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 & Company ("Wells Fargo")
Original Offering Price:
$ 1,0 0 0 per note; provided that the original offering price for an eligible institutional investor and an investor purchasing the notes in a
fee-based advisory account will vary but will not be less than $ 98 6.50 per note and will not be m ore than $ 1,0 0 0 per note. Be ca u s e
th e o rigin a l o ffe rin g p rice fo r e ligible in s titu tio n a l in ve s to rs a n d in ve s to rs p u rch a s in g th e n o te s in a fe e -ba s e d
a d vis o ry a cco u n t w ill va ry a s d e s cribe d in fo o tn o te ( 1) be lo w , th e p rice s u ch in ve s to rs p a y fo r th e n o te s m a y be
h igh e r th a n th e p rice s p a id by o th e r e ligible in s titu tio n a l in ve s to rs o r in ve s to rs in fe e -ba s e d a d vis o ry a cco u n ts
ba s e d o n th e n -cu rre n t m a rke t co n d itio n s a n d th e n e go tia te d p rice d e te rm in e d a t th e tim e o f e a ch s a le .
Principal Amount:
$ 1,0 0 0 per note. References in this pricing supplement to a "note" are to a note with a principal amount of $ 1,0 0 0 .
Pricing Date:
J une 10 , 20 20 .
Issue Date:
J une 12, 20 20 . (T+2)
Stated Maturity Date:
J une 12, 20 35. The notes are subject to redemption by Wells Fargo prior to the stated maturity 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.
Payment at Maturity:
Unless redeemed prior to stated maturity by Wells Fargo, a holder will be entitled to receive on the stated maturity date a cash payment
in U.S. dollars equal to $ 1,0 0 0 per note, plus any accrued and unpaid interest.
Interest Payment Dates:
Monthly on the 12th day of each month, commencing J uly 12, 20 20 , and at stated maturity or earlier redemption. 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 uly 11, 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:
3.0 0 % per annum

Optional Redemption:
The notes are redeemable by Wells Fargo, in whole but not in part, on the optional redemption dates, at 10 0 % of their principal amount
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 Redemption Dates:
Quarterly on the 12th day of each March, J une, September and December, commencing J une 12, 20 25 and ending March 12, 20 35.
Listing:
The notes will not be listed on any securities exchange or automated quotation system.
Denominations:
$ 1,0 0 0 and any integral multiples of $ 1,0 0 0
CUSIP Number:
950 0 1DA67

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 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 (1)
Age n t D is co u n t (2)
Pro ce e d s to W e lls Fa rgo

Pe r N o te
$ 1,0 0 0 .0 0
$ 13.50
$ 98 6.50

To ta l
$ 20 ,0 11,0 0 0 .0 0
$ 262,8 95.50
$ 19,748 ,10 4.50

(1)
The original offering price for an eligible institutional investor and an investor purchasing the notes in a fee- based advisory account will vary based on then - current m arket
conditions and the negotiated price determ ined at the tim e of each sale; provided, however, the original offering price for such investors will not be less than $ 98 6.50 per note and
will not be m ore than $ 1,0 0 0 per note. The original offering price for such investors reflects a foregone selling concession with respect to such sales as described in footnote (2)
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below. The total offering price in the table above assum es an original offering price of $ 1,0 0 0 per note for each note sold in this offering.
(2)
The agent will receive an agent discount of up to $ 13.50 per note, and from such agent discount will allow selected dealers a selling concession of up to $ 13.50 per note depending
on m arket conditions that are relevant to the value of the notes at the tim e an order to purchase the notes is subm itted to the agent. Dealers who purchase the notes for sales to
eligible institutional investors and fee- based advisory accounts m ay forgo som e or all selling concessions. The per note agent discount in the table above represents the m axim um
agent discount payable per note. The total agent discount in the table above gives effect to the actual proceeds to Wells Fargo. 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

AD D ITION AL IN FORMATION ABOU T TH E ISSU ER AN D TH E N OTES

The notes 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 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 5, 20 19:

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

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.
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. The interest rate payable on the notes m ay be m ore or less than prevailing m arket interest rates at any tim e
during the term of the notes. 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 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.
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 .
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The notes have a term of fifteen years, subject to our right to redeem the notes starting on J une 12, 20 25. 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 likelihood that we will redeem your notes will
decrease and the interest rate payable on the notes 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.
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 rate 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
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
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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.
Ou r Ability To Se rvice Ou r D e bt, In clu d in g Th e N o te s , Ma y Be Lim ite d By Th e Re s u lts Of Op e ra tio n s Of Ou r
Su bs id ia rie s An d Ce rta in Co n tra ctu a l Arra n ge m e n ts .
We conduct substantially all of our activities and operations through our subsidiaries and are a separate and distinct legal entity from
those subsidiaries. We receive substantially all of our funding and liquidity from dividends, loans and other distributions from our
subsidiaries. We generally use these funds, am ong other sources, to satisfy our financial obligations, including principal and interest
on our debt, including the notes. In addition to lim itations

PRS- 4

under laws and regulations applicable to us and our subsidiaries (as discussed below), funds available to us from our subsidiaries will
be contingent upon the financial perform ance and condition of those subsidiaries. Adverse business or econom ic conditions, such as
changes in interest rates and financial m arket values, could affect the businesses and the results of operations of our subsidiaries and,
therefore, adversely affect the sources of funds available to us.
In addition, our right to participate in a distribution of assets upon a subsidiary's liquidation or reorganization, and thus the ability of
a holder of our debt securities (including the notes) to benefit indirectly from such distributions, is subject to the prior claim s of the
subsidiary's creditors. This subordination of creditors of a parent com pany to prior claim s of creditors of its subsidiaries is com m only
referred to as structural subordination. Furtherm ore, our rights as a creditor of our subsidiaries m ay be subordinate to any security
interest in the assets of those subsidiaries and any obligations of those subsidiaries senior to those held by us.
As discussed further below, federal banking regulators require m easures to facilitate the continued operation of operating subsidiaries
notwithstanding the failure of their parent com panies, and our ability to receive funds from our subsidiaries m ay be lim ited by the
Support Agreem ent discussed in the following risk factors. Further, dividend paym ents to us from our subsidiaries m ay also be
restricted if specified liquidity and/ or capital m etrics fall below defined triggers or if our board of directors authorizes us to file a case
under the U.S. Bankruptcy Code.
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 Ou r D e bt Se cu ritie s , In clu d in g 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 our debt securities (including 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 the
Board of Governors of the Federal Reserve System (the "FRB") and the FDIC, 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
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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 an 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 indicated 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 our debt securities, including 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 FRB finalized
rules requiring U.S. G-

PRS- 5

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 our debt securities (including the notes) than the losses that would
result from 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 our unsecured debt securities,
including the notes), 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 our debt securities, including the notes) and other unsecured
creditors could face significant losses. In addition, holders of our debt securities (including the notes) 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 our debt securities. In addition, under the orderly liquidation authority, claim s of creditors (including holders
of our debt securities, including 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.
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 periodically 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 resolution plan is 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 bankruptcy 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 a single
point of entry strategy, and the strategy reflected in our resolution plan subm ission is 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 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.
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In response to the regulators' guidance and to facilitate the orderly resolution of Wells Fargo, we entered into an intercom pany
support agreem ent with WFC Holdings, LLC, an interm ediate holding com pany and subsidiary of Wells Fargo (the "IHC"), Wells
Fargo Bank, National Association ("WFBNA"), Wells Fargo Securities, LLC ("WFS"), Wells Fargo Clearing Services, LLC ("WFCS")
and certain of our other subsidiaries (the "Support Agreem ent"). Pursuant to the Support Agreem ent, Wells Fargo transferred a
significant am ount of its assets, including am ong other things, cash and liquid securities, to the IHC and will continue to transfer
such 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 certain key subsidiaries in order to help ensure their continued
operations. Wells Fargo and the IHC's respective obligations under the Support Agreem ent are secured

PRS- 6

pursuant to a related security agreem ent. In the ordinary course, the IHC will provide Wells Fargo with funding under the Support
Agreem ent through subordinated notes and a com m itted line of credit, which, together with dividend paym ents, 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 triggers specified in the Support Agreem ent, the
subordinated notes would be forgiven and the com m itted line of credit would be term inated. Dividend paym ents to us from our
subsidiaries m ay also be restricted if specified liquidity and/ or capital m etrics fall below defined triggers or if our board of directors
authorizes us to file a case under the U.S. Bankruptcy Code. The forgiveness of subordinated notes, term ination of the com m itted line
of credit or restrictions on dividend paym ents to us from our subsidiaries could m aterially and adversely affect our ability to satisfy
our obligations, including any paym ents to holders of our debt securities (including the notes), and could result in the
com m encem ent of bankruptcy proceedings by Wells Fargo at an earlier tim e that m ight have otherwise occurred if the Support
Agreem ent were not im plem ented. If the single point of entry strategy--the preferred strategy for our rapid and orderly resolution--
proves to be unsuccessful, m ultiple, com peting resolution proceedings could ensue and 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 effectuated. In all cases, any paym ents to holders
of our debt securities (including the notes) 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
holding the notes or a partner in such a partnership, you should consult your tax adviser as to the particular U.S. federal tax
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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 debt instrum ents for U.S. federal incom e tax
purposes. Based on representations provided by us, the notes should be treated as issued without original issue discount. The
rem aining discussion is based on this treatm ent.
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

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.
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
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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 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

PRS- 9

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

SU PPLEMEN TAL PLAN OF D ISTRIBU TION
The original offering price is $ 1,0 0 0 per note; provided that the original offering price for an eligible institutional investor and an
investor purchasing the notes in a fee-based advisory account will vary based on then -current m arket conditions and the negotiated
price determ ined at the tim e of each sale. The original offering price for such investors will not be less than $ 98 6.50 per note and will
not be m ore than $ 1,0 0 0 per note. The original offering price for such investors reflects a foregone selling concession with respect to
such sales as described in the next paragraph.
Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Com pany, is the agent for the distribution of the notes. The
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agent m ay resell the notes to other securities dealers at the original offering price of $ 1,0 0 0 per note less a concession not in excess
of the agent discount. 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). Wells Fargo Securities LLC will
receive an agent discount of up to $ 13.50 per note, and from such agent discount will allow selected dealers a selling concession of up
to $ 13.50 per note depending on m arket conditions that are relevant to the value of the notes at the tim e an order to purchase the
notes is subm itted to the agent. Dealers who purchase the notes for sales to eligible institutional investors and fee-based advisory
accounts m ay forgo som e or all selling concessions.
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.
The notes and the related offer to purchase the notes and sale of the notes under the term s provided in this pricing supplem ent and
accom panying supplem ents do not constitute a public offering in any non -U.S. jurisdiction, and are being m ade available only to
individually identified investors pursuant to a private offering as perm itted in the relevant jurisdiction. The notes are not, and will
not be, registered with any securities exchange or registry located outside of the United States and have not been registered with any
non -U.S. securities or banking regulatory authority. The contents of this docum ent have not been reviewed or approved by any non -
U.S. securities or banking regulatory authority. Any person who wishes to acquire the notes from outside the United States should
seek the advice or legal counsel as to the relevant requirem ents to acquire these notes.
N otice to Prospectiv e In v estors in Argen tin a
The notes are not and will not be m arketed in Argentina by m eans of a public offering, as such term is defined under Section 2 of Law
Num ber 26,8 31, as am ended. No application has been or will be m ade with the Argentine Com isión Nacional de Valores, the
Argentine securities governm ental authority, to offer the notes in Argentina. The contents of this docum ent have not been reviewed
by the Argentine Com isión Nacional de Valores.
N otice to Prospectiv e In v estors in British Virgin Islan ds
The notes have not been, and will not be, registered under the laws and regulations of the British Virgin Islands, nor has any
regulatory authority in the British Virgin Islands passed com m ent upon or approved the accuracy or adequacy of this docum ent. This
docum ent shall not constitute an offer, invitation or solicitation to any m em ber of the public in the British Virgin Islands for the
purposes of the Securities and Investm ent Business Act, 20 10 , of the British Virgin Islands.
N otice to Prospectiv e In v estors in Chile
Neither the issuer nor the notes have been registered with the Com isión Para el Mercado Financiero pursuant to Law No. 18 .0 45, the
Ley de Mercado de Valores and regulations thereunder, so they cannot be publicly offered in Chile. This docum ent does not constitute
an offer of, or an invitation to subscribe for or purchase, the notes in the republic of Chile, other than to individually identified
buyers pursuant to a private offering within the m eaning of Article 4 of the Ley de Mercado de Valores (an offer that is not addressed
to the public at large or to a certain sector or specific group of the public).

PRS- 11

N otice to Prospectiv e In v estors in Pan am a
The notes have not been and will not be registered with the Superintendency of Securities Market of the Republic of Panam a under
Decree Law N°1 of J uly 8 , 1999 (the "Panam anian Securities Act ") and m ay not be publicly offered or sold within Panam a, except in
certain lim ited transactions exem pt from the registration requirem ents of the Panam anian Securities Act, including the private
placem ent rule based on num ber 2 of Article 8 3 of Law Decree 1 of J uly 8 , 1999 (or num ber 2 of Article 129 of the Unified Text of
Law Decree 1 of J uly 8 , 1999). The notes do not benefit from the tax incentives provided by the Panam anian Securities Act and are
not subject to regulation or supervision by the Superintendency of Securities Market of the Republic of Panam a.
N otice to Prospectiv e In v estors in Paraguay
The sale of the notes qualifies as a private placem ent pursuant to Law No. 58 10 / 17 "Stock Market". The notes m ust not be offered or
sold to the public in Paraguay, except under circum stances which do not constitute a public offering in accordance with Paraguayan
regulations. The notes are not and will not be registered before the Paraguayan securities supervisory body Com isión Nacional de
Valores ("CNV") the Paraguayan private stock exchange Bolsa de Valores y Productos de Asunción ("BVPASA"). The issuer is also not
registered before the CNV or the BVPASA.
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In no case m ay notes not registered before the CNV be offered to the general public via m ass m edia such as press, radio, television, or
internet when such m edia are publicly accessible in the Republic of Paraguay, regardless of the location from where they are issued.
The privately placed notes are not registered with the National Securities Com m ission, and therefore do not have tax benefits and are
not negotiable through the BVPASA. Privately placed notes m ay have less liquidity, m aking it difficult to sell such notes in the
secondary m arket, which could also affect the sale price. Private securities of issuers not registered before the CNV m ay not have
periodic financial inform ation or audited financial statem ents, which could generate greater risk to the investor due to the asym m etry
of inform ation. It is the responsibility of the investor to ascertain and assess the risk assum ed in the acquisition of the notes.

PRS- 12

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Document Outline

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