Obligation Wells Fargo & Company 0% ( US95001BB455 ) en USD

Société émettrice Wells Fargo & Company
Prix sur le marché 100 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US95001BB455 ( en USD )
Coupon 0%
Echéance 04/01/2021 - Obligation échue



Prospectus brochure de l'obligation Wells Fargo US95001BB455 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 1 018 000 USD
Cusip 95001BB45
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée 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 US95001BB455, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/01/2021







424B2 1 wfcr1258-424b2_122818.htm PRELIMINARY PRICING SUPPLEMENT NO. 180

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





Title of Each Class
of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)

Medium-Term Notes, Series S, Principal at Risk Securities Linked to the Energy Select
Sector SPDR® Fund due January 4, 2021
$1,018,000

$123.38






(1) The total filing fee of $123.38 is calculated in accordance with Rule 457(r) of the Securities Act of 1933 (the "Securities Act") and will be
paid by wire transfer within the time required by Rule 456(b) of the Securities Act.



PRI CI NG SUPPLEMENT No. 180 dat ed Decem ber 28, 2018
( To Market Measure Supplem ent dat ed May 18, 2018,
Prospect us Supplem ent dat ed January 24, 2018
and Prospect us dat ed April 27, 2018)


W e lls Fa r go & Com pa ny
M e diu m - Te r m N ot e s, Se r ie s S
ETF Lin k e d Se cu r it ie s
M a r k e t Link e d Se cur it ie s--Aut o - Ca lla ble w it h Fix e d Pe r ce nt a ge Buffe r e d
D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e En e r gy Se le ct Se ct or SPD R® Fu n d du e Ja n u a r y 4 , 2 0 2 1







¦
Linked t o t he Energy Select Sect or SPDR® Fund
¦
Unlike ordinary debt securit ies, t he securit ies do not pay int erest , do not repay a fixed am ount of principal at m at urit y
and are subj ect t o pot ent ial aut om at ic call upon t he t erm s described below. Any ret urn you receive on t he securit ies
and whet her t hey are aut om at ically called will depend on t he perform ance of t he Fund
¦
Au t om a t ic Ca ll. I f t he fund closing price of t he Fund on any call dat e is great er t han or equal t o t he st art ing price, we
will aut om at ically call t he securit ies for t he original offering price plus t he call prem ium applicable t o t hat call dat e


Ca ll D a t e

Ca ll Pr e m iu m

January 3, 2020

10.30% of t he original offering price

July 6, 2020

15.45% of t he original offering price

Decem ber 24, 2020 ( t he " final calculat ion day " )

20.60% of t he original offering price
¦
M a t u r it y Pa ym e n t Am ou n t . I f t he securit ies are not aut om at ically called prior t o t he final calculat ion day, t he
m at urit y paym ent am ount will be based upon t he fund closing price of t he Fund on t he final calculat ion day and could
be great er t han, equal t o or less t han t he original offering price per securit y as follows:

¦
I f t he fund closing price of t he Fund on t he final calculat ion day is great er t han or equal t o t he st art ing price,
t he securit ies will be aut om at ically called for t he original offering price plus t he call prem ium applicable t o t he
final calculat ion day described above

¦
I f t he fund closing price of t he Fund on t he final calculat ion day is less t han t he st art ing price, but not by m ore
t han 10% , you will receive t he original offering price of your securit ies at m at urit y

¦
I f t he fund closing price of t he Fund on t he final calculat ion day is less t han t he st art ing price by m ore t han
10% , you will receive less t han t he original offering price and have 1 - t o - 1 downside exposure t o t he decrease
in t he price of t he Fund in excess of 10%
¦
I nvest ors m ay lose up t o 90% of t he original offering price
¦
Any posit ive ret urn on t he securit ies will be lim it ed t o t he applicable call prem ium , even if t he fund closing price of t he
Fund on t he applicable call dat e significant ly exceeds t he st art ing price. You will not part icipat e in any appreciat ion of
t he Fund beyond t he applicable fixed call prem ium .
¦
All paym ent s on t he securit ies are subj ect t o t he credit risk of Wells Fargo & Com pany, and you will have no abilit y t o
pursue t he shares of t he Fund or any securit ies held by t he Fund for paym ent ; if Wells Fargo & Com pany default s on it s
obligat ions, you could lose som e or all of your invest m ent
¦
No periodic int erest or dividends
¦
No exchange list ing; designed t o be held t o m at urit y
On t h e da t e of t h is pr icin g su pple m e n t , t h e e st im a t e d va lu e of t h e se cu r it ie s is $ 9 4 6 .0 7 pe r se cu r it y. Th e e st im a t e d va lu e
of t h e se cu r it ie s w a s de t e r m in e d for u s by W e lls Fa r go Se cu r it ie s, LLC u sin g it s pr opr ie t a r y pr icin g m ode ls. I t is n ot a n
in dica t ion of a ct u a l pr ofit t o u s or t o W e lls Fa r go Se cu r it ie s, LLC or a n y of ou r ot h e r a ffilia t e s, n or is it a n in dica t ion of
t h e pr ice , if a n y, a t w h ich W e lls Fa r go Se cu r it ie s, LLC or a n y ot h e r pe r son m a y be w illin g t o bu y t h e se cu r it ie s fr om you a t
https://www.sec.gov/Archives/edgar/data/72971/000138713119000042/wfcr1258-424b2_122818.htm[1/3/2019 10:03:40 AM]


a n y t im e a ft e r issu a n ce . Se e "I n ve st m e n t D e scr ipt ion " in t h is pr icin g su pple m e n t .
Th e se cu r it ie s h a ve com ple x fe a t u r e s a n d in ve st in g in t h e se cu r it ie s in volve s r isk s n ot a ssocia t e d w it h a n
in ve st m e n t in con ve n t ion a l de bt se cu r it ie s. Se e "Risk Fa ct or s" h e r e in on pa ge PRS- 1 1 .
Th e se cu r it ie s a r e u n se cu r e d obliga t ion s of W e lls Fa r go & Com pa n y, a n d a ll pa ym e n t s on t h e se cu r it ie s a r e su bj e ct t o t h e
cr e dit r isk of W e lls Fa r go & Com pa n y. I f W e lls Fa r go & Com pa n y de fa u lt s on it s obliga t ion s, you cou ld lose som e or a ll of
you r in ve st m e n t . Th e se cu r it ie s a r e n ot de posit s or ot h e r obliga t ion s of a de posit or y in st it u t ion a n d a r e n ot in su r e d by t h e
Fe de r a l D e posit I n su r a n ce Cor por a t ion , t h e D e posit I n su r a n ce Fu n d or a n y ot h e r gove r n m e n t a l a ge n cy of t h e Un it e d
St a t e s or a n y ot h e r j u r isdict ion .
N e it h e r t h e Se cu r it ie s a n d Ex ch a n ge Com m ission n or a n y st a t e se cu r it ie s com m ission h a s a ppr ove d or disa ppr ove d of
t h e se se cu r it ie s or de t e r m in e d if t h is pr icin g su pple m e n t or t h e a ccom pa n yin g m a r k e t m e a su r e su pple m e n t , pr ospe ct u s
su pple m e n t a n d pr ospe ct u s is t r u t h fu l or com ple t e . An y r e pr e se n t a t ion t o t h e con t r a r y is a cr im in a l offe n se .

Origin a l Offe rin g P rice
Age n t D is co u n t( 1)
Pro ce e d s to W e lls Fa rgo
P e r S e cu rity
$ 1,0 0 0 .0 0
$ 15.75
$ 98 4.25
To ta l
$ 1,0 18 ,0 0 0 .0 0
$ 16,0 33.50
$ 1,0 0 1,966.50
(1) Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Com pany, is the agent for the distribution of the securities and is acting as
principal. See "Investm ent Description" in this pricing supplem ent for further inform ation.
W e lls Fa r go Se cu r it ie s


M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Fix e d Pe r ce n t a ge Bu ffe r e d
D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e En e r gy Se le ct Se ct or SPD R® Fu n d du e Ja n u a r y 4 , 2 0 2 1

Te r m s of t h e Se cu r it ie s



Is s u e r:
Wells Fargo & Com pany ("Wells Fargo").
Ma rke t Me a s u re :
Energy Select Sector SPDR® Fund (the "Fund ").
Pricin g D a te :
Decem ber 28 , 20 18 .
Is s u e D a te :
J anuary 3, 20 19. (T+3)
Origin a l Offe rin g
$ 1,0 0 0 per security. References in this pricing supplem ent to a "security" are to a security with a face am ount of
Price :
$ 1,0 0 0 .
If the fund closing price of the Fund on any call date (including the final calculation day) is greater than or equal to the
starting price, the securities will be autom atically called, and on the related call settlem ent date you will be entitled to
receive a cash paym ent per security in U.S. dollars equal to the original offering price per security plus the call
prem ium applicable to the relevant call date. The last call date is the final calculation day, and paym ent upon an
autom atic call on the final calculation day, if applicable, will be m ade on the stated m aturity date.

An y p o s itive re tu rn o n th e s e cu ritie s w ill be lim ite d to th e a p p lica b le ca ll p re m iu m , e ve n if th e fu n d
Au to m a tic Ca ll:
clo s in g p rice o f th e Fu n d o n th e a p p lica ble ca ll d a te s ign ifica n tly e xce e d s th e s ta rtin g p rice . Yo u w ill
n o t p a rticip a te in a n y a p p re cia tio n o f th e Fu n d be yo n d th e a p p lica b le ca ll p re m iu m .

If the securities are autom atically called, they will cease to be outstanding on the related call settlem ent date and you
will have no further rights under the securities after such call settlem ent date. You will not receive any notice from us
if the securities are autom atically called.

Paym ent per Security upon

Call Date
Call Prem ium
an Autom atic Call

J anuary 3, 20 20
10 .30 % of the original offering price
$ 1,10 3.0 0

J uly 6, 20 20
15.45% of the original offering price
$ 1,154.50
Ca ll D a te s a n d
Decem ber 24, 20 20
20 .60 % of the original offering price
$ 1,20 6.0 0
Ca ll P re m iu m s :
We refer to Decem ber 24, 20 20 as the "final calculation day."

The call dates are subject to postponem ent for non -trading days and the occurrence of a m arket disruption event. See
"--Postponem ent of a Calculation Day" below.

Five business days after the applicable call date (as each such call date m ay be postponed pursuant to "--Postponem ent
https://www.sec.gov/Archives/edgar/data/72971/000138713119000042/wfcr1258-424b2_122818.htm[1/3/2019 10:03:40 AM]


Ca ll S e ttle m e n t
of a Calculation Day" below, if applicable); provided that the call settlem ent date for the last call date is the stated
D a te :
m aturity date.
J anuary 4, 20 21. If the final calculation day is postponed, the stated m aturity date will be the later of (i) J anuary 4,
20 21 and (ii) three business days after the final calculation day as postponed. See "--Postponem ent of a Calculation
S ta te d Ma tu rity
Day" below. If the stated m aturity date is not a business day, the paym ent to be m ade on the stated m aturity date will
D a te :
be m ade on the next succeeding business day with the sam e force and effect as if it had been m ade on the stated

m aturity date. The securities are not subject to repaym ent at the option of any holder of the securities prior to the
stated m aturity date.

PRS-2
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Fix e d Pe r ce n t a ge Bu ffe r e d
D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e En e r gy Se le ct Se ct or SPD R® Fu n d du e Ja n u a r y 4 , 2 0 2 1







If the securities are not autom atically called prior to the final calculation day, then on the stated m aturity date you will

be entitled to receive a cash paym ent per security in U.S. dollars equal to the m aturity paym ent am ount. The "m aturity
paym ent am ount " will be calculated as follows:


· if the ending price is greater than or equal to the starting price: $ 1,0 0 0 plus the call prem ium applicable to the final

calculation day as described above under "Call Dates and Call Prem ium s;"



· if the ending price is less than the starting price but greater than or equal to the threshold price:$ 1,0 0 0 ; or


Ma tu rity
· if the ending price is less than the threshold price: $ 1,0 0 0 m inus:
Pa ym e n t
Am o u n t:


threshold price ­ ending


$ 1,0 0 0
×
price



starting price

If th e s e cu ritie s a re n o t a u to m a tica lly ca lle d p rio r to th e fin a l ca lcu la tio n d a y a n d th e e n d in g p rice is
le s s th a n th e th re s h o ld p rice , yo u w ill re ce ive le s s , a n d p o s s ib ly 9 0 % le s s , th a n th e o rigin a l o ffe rin g
p rice o f yo u r s e cu ritie s a t m a tu rity.


All calculations with respect to any paym ents on the securities (whether upon autom atic call or at m aturity) will be
rounded to the nearest one hundred -thousandth, with five one-m illionths rounded upward (e.g., 0 .0 0 0 0 0 5 would be
rounded to 0 .0 0 0 0 1); and such paym ent will be rounded to the nearest cent, with one-half cent rounded upward.
The "fund closing price" with respect to the Fund on any trading day m eans the product of (i) the closing price of one
Fu n d Clo s in g
share of the Fund (or one unit of any other security for which a fund closing price m ust be determ ined) on such
Price :
trading day and (ii) the adjustm ent factor applicable to the Fund on such trading day.
The "closing price" for one share of the Fund (or one unit of any other security for which a closing price m ust be
determ ined) on any trading day m eans the official closing price on such day published by the principal United States
Clo s in g P rice :
securities exchange registered under the Securities Exchange Act of 1934, as am ended, on which the Fund (or any such
other security) is listed or adm itted to trading.
The "adjustm ent factor" m eans, with respect to a share of the Fund (or one unit of any other security for which a fund
Ad ju s tm e n t
closing price m ust be determ ined), 1.0 , subject to adjustm ent in the event of certain events affecting the shares of the
Fa cto r:
Fund. See "Additional Term s of the Securities--Anti -dilution Adjustm ents Relating to the Fund; Alternate Calculation"
below.
S ta rtin g P rice :
$ 57.0 5, which is the fund closing price of the Fund on the pricing date.
En d in g P rice :
The "ending price" will be the fund closing price of the Fund on the final calculation day.
Th re s h o ld Price :
$ 51.345, which is equal to 90 % of the starting price.
The call dates (including the final calculation day) are each referred to as a "calculation day." If any calculation day is
P o s tp o n e m e n t o f
not a trading day (as defined below), such calculation day will be postponed to the next succeeding trading day. A
a Ca lcu la tio n
calculation day is also subject to postponem ent due to the occurrence of a m arket disruption event. See "Additional
D a y:
Term s of the Securities--Market Disruption Events."
Ca lcu la tio n Age n t: Wells Fargo Securities, LLC
https://www.sec.gov/Archives/edgar/data/72971/000138713119000042/wfcr1258-424b2_122818.htm[1/3/2019 10:03:40 AM]


N o Lis tin g:
The securities will not be listed on any securities exchange or autom ated quotation system .
Ma te ria l Ta x
For a discussion of the m aterial U.S. federal incom e and certain estate tax consequences of the ownership and
Co n s e q u e n ce s :
disposition of the securities, see "United States Federal Tax Considerations."

PRS-3
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Fix e d Pe r ce n t a ge Bu ffe r e d
D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e En e r gy Se le ct Se ct or SPD R® Fu n d du e Ja n u a r y 4 , 2 0 2 1

Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Com pany. The agent m ay resell the securities
to other securities dealers at the original offering price of the securities less a concession not in excess of $ 15.0 0 per
security. Such securities dealers m ay include Wells Fargo Advisors ("WFA") (the trade nam e of the retail brokerage
business of our affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC). In
addition to the concession allowed to WFA, WFS will pay $ 0 .75 per security of the agent's discount to WFA as a
distribution expense fee for each security sold by WFA.

Age n t:
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 securities. If any dealer participating in
the distribution of the securities or any of its affiliates conducts hedging activities for us in connection with the
securities, that dealer or its affiliate will expect to realize a profit projected by its proprietary pricing m odels from such
hedging activities. Any such projected profit will be in addition to any discount, concession or distribution expense fee
received in connection with the sale of the securities to you.

D e n o m in a tio n s :
$ 1,0 0 0 and any integral m ultiple of $ 1,0 0 0 .
CU S IP :
950 0 1BB45

PRS-4
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Fix e d Pe r ce n t a ge Bu ffe r e d
D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e En e r gy Se le ct Se ct or SPD R® Fu n d du e Ja n u a r y 4 , 2 0 2 1

I n ve st m e n t D e scr ipt ion




The Principal at Risk Securities Linked to the Energy Select Sector SPDR® Fund due J anuary 4, 20 21 (the "securities") are senior unsecured
debt securities of Wells Fargo that do not pay interest, do not repay a fixed am ount of principal at stated m aturity and are subject to potential
autom atic call upon the term s described in this pricing supplem ent. The return you receive on the securities and whether they are autom atically
called will depend on the perform ance of the Fund. The securities provide:

(i)
the possibility of an autom atic early call of the securities at a fixed call prem ium if the fund closing price of the Fund on either of
the first two call dates is greater than or equal to the starting price; and

(ii)
if the securities are not autom atically called prior to the final calculation day:

(a)
the possibility of a return equal to the call prem ium applicable to the final calculation day if the fund closing price of the Fund
on the final calculation day is greater than or equal to the starting price;

(b)
repaym ent of the original offering price if, a n d o n ly if, the fund closing price of the Fund on the final calculation day is not
less than the starting price by m ore than 10 %; and

(c)
exposure to decreases in the price of the Fund if and to the extent the fund closing price of the Fund on the final calculation
day is less than the starting price by m ore than 10 %.

If th e fu n d clo s in g p rice o f th e Fu n d is le s s th a n th e s ta rtin g p rice o n e a ch o f th e th re e ca ll d a te s ( in clu d in g th e fin a l
ca lcu la tio n d a y) , yo u w ill n o t re ce ive a n y p o s itive re tu rn o n yo u r in ve s tm e n t in th e s e cu ritie s . If th e fu n d clo s in g p rice o f th e
Fu n d o n th e fin a l ca lcu la tio n d a y is le s s th a n th e s ta rtin g p rice by m o re th a n 10 %, yo u w ill re ce ive le s s , a n d p o s s ibly 9 0 %
le s s , th a n th e o rigin a l o ffe rin g p rice o f yo u r s e cu ritie s a t m a tu rity.

https://www.sec.gov/Archives/edgar/data/72971/000138713119000042/wfcr1258-424b2_122818.htm[1/3/2019 10:03:40 AM]


An y p o s itive re tu rn o n th e s e cu ritie s w ill be lim ite d to th e a p p lica ble ca ll p re m iu m , e ve n if th e fu n d clo s in g p rice o f th e Fu n d
o n th e a p p lica b le ca ll d a te e xce e d s th e s ta rtin g p rice by m o re th a n p e rce n ta ge re p re s e n te d b y th a t ca ll p re m iu m . Yo u w ill n o t
p a rticip a te in a n y a p p re cia tio n o f th e Fu n d be yo n d th e a p p lica ble fixe d ca ll p re m iu m .

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

The Fund is an exchange traded fund that seeks to track the Energy Select Sector Index, an equity index that is intended to provide investors
with a way to track the m ovem ents of certain public com panies that represent the energy sector of the S&P 50 0 ® Index.

You should read this pricing supplem ent together with the market measure supplement dated May 18 , 20 18 , the prospectus supplem ent dated
J anuary 24, 20 18 and the prospectus dated April 27, 20 18 for additional inform ation about the securities. When you read the accom panying
prospectus supplem ent, please note that all references in such supplem ent to the prospectus dated Novem ber 3, 20 17, or to any sections therein,
should refer instead to the accom panying prospectus dated April 27, 20 18 or to the corresponding sections of such prospectus, as applicable.
Inform ation included in this pricing supplem ent supersedes inform ation in the market measure supplement, 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 market measure supplement, prospectus supplem ent and prospectus on the SEC website www.sec.gov as follows (or if such
address has changed, by reviewing our filing for the relevant date on the SEC website):

· Market Measure Supplement dated May 18, 2018:
https:/ / www.sec.gov/ Archives/ edgar/ data/ 72971/ 0 0 0 119312518 167616/ d593569d424b2.htm

· Prospectus Supplement dated J anuary 24, 2018:
https:/ / www.sec.gov/ Archives/ edgar/ data/ 72971/ 0 0 0 119312518 0 18 256/ d4660 41d424b2.htm

· Prospectus dated April 27, 2018:
https:/ / www.sec.gov/ Archives/ edgar/ data/ 72971/ 0 0 0 119312518 13690 9/ d55798 3d424b2.htm


SPDR® , S&P 50 0 ® and Select Sector SPDRs® are tradem arks of Standard & Poor's Financial Services LLC ("S&P Financial"). The securities are not
sponsored, endorsed, sold or prom oted by the Select Sector SPDR Trust (the "SPDR Trust "), SSgA Funds Managem ent, Inc. ("SSgA") or S&P Financial.
None of the SPDR Trust, SSgA or S&P Financial m akes any representations or warranties to the holders of the securities or any m em ber of the public
regarding the advisability of investing in the securities. None of the SPDR Trust, SSgA or S&P Financial will have any obligation or liability in connection
with the registration, operation, m arketing, trading or sale of the securities or in connection with Wells Fargo & Com pany's use of inform ation about the
Energy Select Sector SPDR® Fund.

PRS-5
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Fix e d Pe r ce n t a ge Bu ffe r e d
D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e En e r gy Se le ct Se ct or SPD R® Fu n d du e Ja n u a r y 4 , 2 0 2 1

The original offering price of each security of $ 1,0 0 0 includes certain costs that are borne by you. Because of these costs, the estim ated value of
the securities on the pricing date is less than the original offering price. The costs included in the original offering price relate to selling,
structuring, hedging and issuing the securities, as well as to our funding considerations for debt of this type.

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

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

If the costs relating to selling, structuring, hedging and issuing the securities were lower, or if the assum ed funding rate we use to determ ine the
econom ic term s of the securities were higher, the econom ic term s of the securities would be m ore favorable to you and the estim ated value
would be higher. The estim ated value of the securities as of the pricing date is set forth on the cover page of this pricing supplem ent.

https://www.sec.gov/Archives/edgar/data/72971/000138713119000042/wfcr1258-424b2_122818.htm[1/3/2019 10:03:40 AM]


Determ in in g the estim ated v alue

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

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

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

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

Valuation of the securities after issuan ce

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

If WFS or any of its affiliates m akes a secondary m arket in the securities at any tim e up to the issue date or during the 3-m onth period
following the issue date, the secondary m arket price offered by WFS or any of its affiliates will be increased by an am ount reflecting a portion of
the costs associated with selling, structuring, hedging and issuing the securities that are included in the original offering price. Because this
portion of the costs is not fully deducted upon issuance, any secondary m arket price offered by WFS or any of its affiliates during this period
will be higher than it would be if it were based solely on WFS's proprietary pricing m odels less the bid -offer

PRS-6
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Fix e d Pe r ce n t a ge Bu ffe r e d
D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e En e r gy Se le ct Se ct or SPD R® Fu n d du e Ja n u a r y 4 , 2 0 2 1

spread and hedging unwind costs described above. The am ount of this increase in the secondary m arket price will decline steadily to zero over
this 3-m onth period. If you hold the securities through an account at WFS or any of its affiliates, we expect that this increase will also be
reflected in the value indicated for the securities on your brokerage account statem ent.

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

https://www.sec.gov/Archives/edgar/data/72971/000138713119000042/wfcr1258-424b2_122818.htm[1/3/2019 10:03:40 AM]


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

PRS-7
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Fix e d Pe r ce n t a ge Bu ffe r e d
D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e En e r gy Se le ct Se ct or SPD R® Fu n d du e Ja n u a r y 4 , 2 0 2 1

I n ve st or Con side r a t ion s

We have designed the securities for investors who:

¦
believe that the fund closing price of the Fund will be greater than or equal to the starting price on one of the three call dates;

¦
seek the potential for a fixed return if the Fund has appreciated at all as of any of the three call dates in lieu of full participation in any
potential appreciation of the Fund;

¦
understand that if the fund closing price of the Fund is less than the starting price on each of the three call dates (including the final
calculation day), they will not receive any positive return on their investm ent in the securities, and that if the fund closing price of the Fund
on the final calculation day is less than the starting price by m ore than 10 %, they will receive less, and possibly 90 % less, than the original
offering price per security at m aturity;

¦
understand that the term of the securities m ay be as short as approxim ately one year and that they will not receive a higher call prem ium
payable with respect to a later call date if the securities are called on an earlier call date;

¦
are willing to forgo interest paym ents on the securities and dividends on shares of the Fund; and

¦
are willing to hold the securities until m aturity.

The securities 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 securities to m aturity;

¦
require full paym ent of the original offering price of the securities at stated m aturity;

¦
believe that the fund closing price of the Fund will be less than the starting price on each of the three call dates;

¦
seek a security with a fixed term ;

¦
are unwilling to accept the risk that, if the fund closing price of the Fund is less than the starting price on each of the three call dates
(including the final calculation day), they will not receive any positive return on their investm ent in the securities;

¦
are unwilling to accept the risk that the fund closing price of the Fund m ay decrease by m ore than 10 % from the starting price to the ending
price;

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

¦
seek current incom e;

¦
are unwilling to accept the risk of exposure to com panies in the energy industry;

¦
seek exposure to the upside perform ance of the Fund beyond the applicable call prem ium s;

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

¦
prefer the lower risk of fixed incom e investm ents with com parable m aturities issued by com panies with com parable credit ratings.

PRS-8
https://www.sec.gov/Archives/edgar/data/72971/000138713119000042/wfcr1258-424b2_122818.htm[1/3/2019 10:03:40 AM]


M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Fix e d Pe r ce n t a ge Bu ffe r e d
D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e En e r gy Se le ct Se ct or SPD R® Fu n d du e Ja n u a r y 4 , 2 0 2 1

D e t e r m in in g Tim in g a n d Am ou n t of Pa ym e n t on t h e Se cu r it ie s

The tim ing and am ount of the paym ent you will receive will be determ ined as follows:



PRS-9
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Fix e d Pe r ce n t a ge Bu ffe r e d
D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e En e r gy Se le ct Se ct or SPD R® Fu n d du e Ja n u a r y 4 , 2 0 2 1

H ypot h e t ica l Pa you t Pr ofile

The following profile illustrates the potential paym ent on the securities for a range of hypothetical percentage changes in the fund closing price
of the Fund from the pricing date to the applicable call date (including the final calculation day). The profile is based on a call prem ium of
10 .30 % for the first call date, 15.45% for the second call date and 20 .60 % for the final call date and a threshold price equal to 90 % of the
starting price. This profile has been prepared for purposes of illustration only. Your actual return will depend on (i) whether the securities are
autom atically called; (ii) if the securities are autom atically called, the actual call date on which the securities are called; (iii) if the securities are
https://www.sec.gov/Archives/edgar/data/72971/000138713119000042/wfcr1258-424b2_122818.htm[1/3/2019 10:03:40 AM]


not autom atically called, the actual ending price of the Fund; and (iv) whether you hold your securities to m aturity or earlier autom atic call.



PRS-10
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Fix e d Pe r ce n t a ge Bu ffe r e d
D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e En e r gy Se le ct Se ct or SPD R® Fu n d du e Ja n u a r y 4 , 2 0 2 1

Risk Fa ct or s

The securities have com plex features and investing in the securities 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 this pricing supplem ent
and the accom panying m arket m easure supplem ent, prospectus supplem ent and prospectus, including the docum ents they incorporate by
reference. As described in m ore detail below, the value of the securities m ay vary considerably before the stated m aturity date due to events that
are difficult to predict and are beyond our control. You should reach an investm ent decision only after you have carefully considered with your
advisors the suitability of an investm ent in the securities in light of your particular circum stances. The index underlying the Fund is som etim es
referred to as the "underlying index."

If Th e S e cu ritie s Are N o t Au to m a tica lly Ca lle d An d Th e En d in g P rice Is Le s s Th a n Th e Th re s h o ld Price , Yo u W ill Re ce ive
Le s s , An d Po s s ib ly 9 0 % Le s s , Th a n Th e Origin a l Offe rin g P rice Of Yo u r S e cu ritie s At Ma tu rity.

We will not repay you a fixed am ount on the securities at stated m aturity. If the fund closing price of the Fund is less than the starting price on
each of the three call dates, the securities will not be autom atically called, and you will receive a m aturity paym ent am ount that will be equal to
or less than the original offering price per security, depending on the ending price (i.e., the fund closing price of the Fund on the final
calculation day).

If the ending price is less than the threshold price, the m aturity paym ent am ount will be reduced by an am ount equal to the decline in the price
of the Fund to the extent it is below the threshold price (expressed as a percentage of the starting price). The threshold price is 90 % of the
starting price. As a result, you m ay receive less, and possibly 90 % less, than the original offering price per security at stated m aturity, even if
https://www.sec.gov/Archives/edgar/data/72971/000138713119000042/wfcr1258-424b2_122818.htm[1/3/2019 10:03:40 AM]


the price of the Fund is greater than or equal to the starting price or the threshold price at certain tim es during the term of the securities.

If the securities are not autom atically called, your return on the securities will be zero or negative, and therefore will be less than the return you
would earn if you bought a traditional interest -bearing debt security of Wells Fargo or another issuer with a sim ilar credit rating with the sam e
stated m aturity date.

N o P e rio d ic In te re s t W ill B e P a id On Th e S e cu ritie s .

No periodic paym ents of interest will be m ade on the securities. However, if the agreed -upon tax treatm ent is successfully challenged by the
Internal Revenue Service (the "IRS"), you m ay be required to recognize taxable incom e over the term of the securities. You should review the
section of this pricing supplem ent entitled "United States Federal Tax Considerations."

Th e P o te n tia l Re tu rn On Th e S e cu ritie s Is Lim ite d To Th e Ca ll P re m iu m .

The potential return on the securities is lim ited to the applicable call prem ium , regardless of the perform ance of the Fund. The Fund m ay
appreciate by significantly m ore than the percentage represented by the applicable call prem ium from the pricing date through the applicable
call date, in which case an investm ent in the securities will underperform a hypothetical alternative investm ent providing a 1-to-1 return based
on the perform ance of the Fund. In addition, you will not receive the value of dividends or other distributions paid with respect to the Fund.
Furtherm ore, if the securities are called on an earlier call date, you will receive a lower call prem ium than if the securities were called on a later
call date, and accordingly, if the securities are called on one of the two earlier call dates, you will not receive the highest potential call prem ium .

Yo u W ill Be S u bje ct To Re in ve s tm e n t Ris k.

If your securities are autom atically called early, the term of the securities m ay be reduced to as short as approxim ately one year. There is no
guarantee that you would be able to reinvest the proceeds from an investm ent in the securities at a com parable return for a sim ilar level of risk
in the event the securities are autom atically called prior to m aturity.

Th e S e cu ritie s Are S u bje ct To Th e Cre d it Ris k Of W e lls Fa rgo .

The securities are our obligations and are not, either directly or indirectly, an obligation of any third party. Any am ounts payable under the
securities are subject to our creditworthiness, and you will have no ability to pursue the shares of the Fund or any securities held by the Fund
for paym ent. As a result, our actual and perceived creditworthiness m ay affect the value of the securities 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 securities.

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

Paym ent of principal on the securities 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 securities, you will have no right to accelerate the
paym ent of principal on the securities if we fail in the perform ance of any of our obligations under the securities, other than the obligations to
pay principal and interest on the securities. 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 S e cu ritie s Co u ld Be At Gre a te r Ris k Fo r Be in g S tru ctu ra lly S u 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 S u b s ta n tia lly All Of Ou r As s e ts To On e Or Mo re Of Ou r S u 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

PRS-11
M a r k e t Lin k e d Se cu r it ie s--Au t o- Ca lla ble w it h Fix e d Pe r ce n t a ge Bu ffe r e d
D ow n side
Pr in cipa l a t Risk Se cu r it ie s Lin k e d t o t h e En e r gy Se le ct Se ct or SPD R® Fu n d du e Ja n u a r y 4 , 2 0 2 1

securities would be structurally subordinated to creditors of our subsidiaries with respect to such assets. See "Description of Notes--
Consolidation, Merger or Sale" in the accom panying prospectus supplem ent.

Th e Es tim a te d Va lu e Of Th e S e cu ritie s On Th e P ricin g D a te , B a s e d On W FS 's P ro p rie ta ry Pricin g Mo d e ls , Is Le s s Th a n Th e
Origin a l Offe rin g Price .

The original offering price of the securities includes certain costs that are borne by you. Because of these costs, the estim ated value of the
securities on the pricing date is less than the original offering price. The costs included in the original offering price relate to selling, structuring,
hedging and issuing the securities, as well as to our funding considerations for debt of this type. The costs related to selling, structuring,
https://www.sec.gov/Archives/edgar/data/72971/000138713119000042/wfcr1258-424b2_122818.htm[1/3/2019 10:03:40 AM]


Document Outline