Risk Factors
There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks, including those listed
below. You should carefully review the more detailed explanation of risks relating to the notes in the “Risk Factors” sections beginning on page PS-6 of product supplement EQUITY INDICES LIRN-1 identified above. We also urge you to consult
your investment, legal, tax, accounting, and other advisors before you invest in the notes.
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◾
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Depending on the performance of the Basket as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal.
As a result, even if the value of the
Basket has increased at certain times during the term of the notes, if the Ending Value is less than the Threshold Value, you will receive less than, and possibly lose a significant portion of, your principal amount.
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◾
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Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of comparable maturity
. There will be no periodic interest payments on notes as
there would be on a conventional fixed-rate or floating-rate debt security having the same maturity.
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◾
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The notes are subject to the credit risk of Wells Fargo
. The notes are our obligations and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under the notes are subject
to our creditworthiness, and you will have no ability to pursue any securities included in the Basket Components for payment. As a result, our actual and perceived creditworthiness may affect the value of the notes and, in the event we were to
default on our obligations, you may not receive any amounts owed to you under the terms of the notes.
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◾
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Your investment return may be less than a comparable investment directly in the stocks included in the Basket Components.
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◾
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The estimated value of the notes is determined by our affiliate’s pricing models, which may differ from those of MLPF&S or other dealers.
The estimated value of the notes was determined for us by WFS
using its proprietary pricing models and related market inputs and assumptions. Based on these pricing models and related market inputs and assumptions, WFS determined an estimated value for the notes by estimating the value of the combination of
hypothetical financial instruments that would replicate the payout on the notes, which combination consists of a non-interest bearing, fixed-income bond (the “debt component”) and one or more derivative instruments underlying the economic
terms of the notes (the “derivative component”).
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The estimated value of the debt component is based on a reference interest rate, determined by WFS as of a date near the time of calculation that generally tracks our secondary market rates. Because WFS does not continuously
calculate our reference interest rate, the reference interest rate used in the calculation of the estimated value of the debt component may be higher or lower than our secondary market rates at the time of that calculation. Because the reference
interest rate is generally higher than the assumed funding rate that is used to determine the economic terms of the notes, using the reference interest rate to value the debt component generally results in a lower estimated value for the debt
component, which we believe more closely approximates a market valuation of the debt component than if we had used the assumed funding rate. WFS calculated the estimated value of the derivative component based on a proprietary derivative-pricing
model, which generated a theoretical price for the derivative instruments that constitute the derivative component based on various inputs, including, but not limited to, the performance of the Basket; interest rates; volatility of the Basket
Components; correlation among the Basket Components; volatility of currency exchange rates; correlation between currency exchange rates and the Basket Components; time remaining to maturity; and dividend yields on the securities included in the
Basket Components. These inputs may be market-observable or may be based on assumptions made by WFS in its discretion.
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The estimated value of the notes is not an independent third-party valuation and certain inputs to these models may be determined by WFS in its discretion. WFS’s views on these inputs may differ from those of MLPF&S and
other dealers, and WFS’s estimated value of the notes may be higher, and perhaps materially higher, than the estimated value of the notes that would be determined by MLPF&S or other dealers in the market. WFS’s models and its inputs
and related assumptions may prove to be wrong and therefore not an accurate reflection of the value of the notes.
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◾
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The estimated value of the notes on the pricing date, based on WFS’s proprietary pricing models, will be less than the public offering price.
The public offering price of the notes includes certain costs
that are borne by you. Because of these costs, the estimated value of the notes on the pricing date will be less than the public offering price. The costs included in the public offering price relate to selling, structuring, hedging and issuing the
notes, as well as to our funding considerations for debt of this type. The costs related to selling, structuring, hedging and issuing the notes include the underwriting discount, the projected profit that our hedge counterparty (which may be
MLPF&S or one of its affiliates) expects to realize for assuming risks inherent in hedging our obligations under the notes and hedging and other costs relating to the offering of the notes. Our funding considerations are reflected in the fact
that we determine the economic terms of the notes based on an assumed funding rate that is generally lower than our secondary market rates. If the costs relating to selling, structuring, hedging and issuing the notes were lower, or if the assumed
funding rate we use to determine the economic terms of the notes were higher, the economic terms of the notes would be more favorable to you and the estimated value would be higher.
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◾
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The public offering price you pay for the notes will exceed the initial estimated value
. If you attempt to sell the
notes prior to maturity, their market value may be lower than the price you paid for them and lower than the initial estimated value. This is due to, among other things, the assumed funding rate used to determine the economic terms of the notes, and
the
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Leveraged Index Return Notes
®
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TS-7
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Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
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inclusion in the public offering price of the underwriting discount and the estimated cost of hedging our obligations under the notes (which includes a hedging related charge), as further
described in “Structuring the Notes” on page TS-31. These factors, together with customary bid ask spreads, other transaction costs and various credit, market and economic factors over the term of the notes, including changes in the value
of the Basket, are expected to reduce the price at which you may be able to sell the notes in any secondary market and will affect the value of the notes in complex and unpredictable ways.
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◾
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The initial estimated value does not represent the price at which we, MLPF&S or any of our respective affiliates would be willing to purchase your notes in any secondary market (if any exists) at any time
.
The value of your notes at any time after issuance will vary based on many factors that cannot be predicted with accuracy, including the performance of the Basket, our creditworthiness and changes in market conditions. MLPF&S has advised us that
any repurchases by them or their affiliates are expected to be made at prices determined by reference to their pricing models and at their discretion, and these prices will include MLPF&S’s trading commissions and mark-ups. If you sell your
notes to a dealer other than MLPF&S in a secondary market transaction, the dealer may impose its own discount or commission.
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◾
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The notes will be not listed on any securities exchange or quotation system and a trading market is not expected to develop for the notes
. None of us, MLPF&S or any of our respective affiliates is obligated
to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase your notes at any price in the secondary market. If a secondary market does exist, it may be limited, which may affect the price you
receive upon any sale. Consequently, you should be willing to hold the notes until the maturity date.
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◾
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If you attempt to sell the notes prior to maturity, their market value, if any, will be affected by various factors that interrelate in complex ways, and their market value may be less than the principal amount
.
The following factors are expected to affect the value of the notes: value of the Basket at such time; volatility of the Basket Components; economic and other conditions generally; interest rates; dividend yields; exchange rate movements and
volatility; our creditworthiness; and time to maturity.
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◾
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Our trading, hedging and other business activities, and those of the agents, may affect your return on the notes and their market value and create conflicts of interest with you.
Our business, hedging and trading
activities, and those of MLPF&S and our respective affiliates (including trading in shares of companies included in the Basket Components), and any hedging and trading activities we, MLPF&S or our respective affiliates engage in for our
clients’ accounts, may adversely affect the value of the Basket and, therefore, adversely affect the market value of and return on the notes and may create conflicts of interest with you. We, the agents, and our respective affiliates may also
publish research reports on any Basket Components or one of the companies included in a Basket Component, which may be inconsistent with an investment in the notes and may adversely affect the value of the Basket. For more information about the
hedging arrangements related to the notes, see “Structuring the Notes” on page TS-31.
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◾
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Changes in the level of one of the Basket Components may be offset by changes in the levels of the other Basket Components.
Due to the different Initial Component Weights, changes in the levels of some Basket
Components will have a more substantial impact on the value of the Basket than similar changes in the levels of the other Basket Components.
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◾
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You must rely on your own evaluation of the merits of an investment linked to the Basket.
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◾
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The index sponsors may adjust their respective Basket Components in a way that affects their levels, and have no obligation to consider your interests.
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◾
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You will have no rights of a holder of the securities included in the Basket Components, and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities.
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◾
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While we, MLPF&S or our respective affiliates may from time to time own securities of companies included in the Basket Components, we, MLPF&S and our respective affiliates do not control any company included
in the Basket Components, and have not verified any disclosure made by any company.
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◾
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Your return on the notes may be affected by factors affecting the international securities markets, specifically changes in the countries represented by the Basket Components.
In addition, you will not obtain the
benefit of any increase in the value of the currencies in which the securities included in the Basket Components trade against the U.S. dollar which you would have received if you had owned the securities included in the Basket Components during the
term of your notes, although the value of the Basket may be adversely affected by general exchange rate movements in the market.
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◾
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There may be potential conflicts of interest involving the calculation agents, one of which is our affiliate and one of which is MLPF&S.
As joint calculation agents, we will determine the level of any Basket
Component and make any other determination necessary to calculate any payments on the notes. In making these determinations, we may be required to make discretionary judgments that may adversely affect any payments on the notes. See the sections
entitled “Description of LIRNs—Market Disruption Events,” “—Adjustments to an Index,” and “—Discontinuance of an Index” in the accompanying product supplement.
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◾
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The U.S. federal tax consequences of the notes are uncertain, and may be adverse to a holder of the notes.
See “United States Federal Income Tax Considerations” below, “Risk Factors—General
Risks Relating to LIRNs—The U.S. federal tax consequences of an investment in the LIRNs are unclear” beginning on page
PS-12
of product supplement EQUITY INDICES LIRN-1 and “United States
Federal Tax Considerations” beginning on page
PS-30
of product supplement EQUITY INDICES LIRN-1.
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Leveraged Index Return Notes
®
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TS-8
|
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Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
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Other Terms of the Notes
Market Measure Business Day
The following definition shall supersede and
replace the definition of a “Market Measure Business Day” set forth in product supplement EQUITY INDICES LIRN-1.
A “Market Measure Business Day”
means a day on which:
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(A)
|
each of the Eurex (as to the EURO STOXX 50
®
Index), the London Stock Exchange (as to the FTSE
®
100
Index), the Tokyo Stock Exchange (as to the Nikkei Stock Average Index), the Geneva, Zurich, Basle Stock Exchanges (as to the Swiss Market Index), the Australian Stock Exchange (as to the S&P/ASX 200 Index), and the Stock Exchange of Hong Kong
(as to the Hang Seng Index) (or any successor to the foregoing exchanges) are open for trading; and
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(B)
|
the Basket Components or any successors thereto are calculated and published.
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Leveraged Index Return Notes
®
|
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TS-9
|
|
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|
Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
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The Basket
The Basket is designed to allow investors to participate in the percentage changes in the levels of the Basket Components from the Starting Value to the Ending Value of
the Basket. The Basket Components are described in the section “The Basket Components” below. Each Basket Component will be assigned an initial weight on the pricing date, as set forth in the table below.
For more information on the calculation of the value of the Basket, please see the section entitled “Description of LIRNs—Basket Market Measures” beginning
on page PS-20 of product supplement EQUITY INDICES LIRN-1.
If August 15, 2017 were the pricing date, for each Basket Component, the Initial Component Weight,
the closing level, the hypothetical Component Ratio and the initial contribution to the Basket value would be as follows:
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Basket Component
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Bloomberg
Symbol
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Initial
Component
Weight
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Closing
Level
(1)(2)
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Hypothetical
Component
Ratio
(1)(3)
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Initial Basket
Value
Contribution
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EURO STOXX 50
®
Index
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SX5E
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40.00
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3,461.91
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0.01155432
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40.00
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FTSE
®
100 Index
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UKX
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20.00
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7,383.85
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0.00270861
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20.00
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Nikkei Stock Average Index
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NKY
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20.00
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19,753.31
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0.00101249
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20.00
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Swiss Market Index
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SMI
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7.50
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9,012.52
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0.00083218
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7.50
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S&P/ASX 200 Index
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AS51
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7.50
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5,757.483
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0.00130265
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7.50
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Hang Seng Index
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HSI
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5.00
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27,174.96
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0.00018399
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5.00
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Starting Value
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100.00
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(1)
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The actual closing level of each Basket Component and the resulting actual Component Ratios will be determined on the pricing date, subject to adjustment as more fully described in the section entitled “Description
of LIRNs—Basket Market Measures—Determination of the Component Ratio for Each Basket Component” beginning on page PS-21 of product supplement EQUITY INDICES LIRN-1 if a Market Disruption Event occurs on the pricing date as to any
Basket Component.
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(2)
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These were the closing levels of the Basket Components on August 15, 2017.
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(3)
|
Each hypothetical Component Ratio equals the Initial Component Weight of the relevant Basket Component (as a percentage) multiplied by 100, and then divided by the closing level of that Basket Component on
August 15, 2017 and rounded to eight decimal places.
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The calculation agents will calculate the value of the Basket by summing the products of the
closing level for each Basket Component on each calculation day during the Maturity Valuation Period and the Component Ratio applicable to such Basket Component. If a Market Disruption Event occurs as to any Basket Component on any scheduled
calculation day, the closing level of that Basket Component will be determined as more fully described in the section entitled “Description of LIRNs—Basket Market Measures—Ending Value of the Basket” beginning on page PS-22 of
product supplement EQUITY INDICES LIRN-1.
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Leveraged Index Return Notes
®
|
|
TS-10
|
|
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|
Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
|
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While actual historical information on the Basket will not exist before the pricing date, the following graph
sets forth the hypothetical historical performance of the Basket from January 1, 2008 through August 15, 2017. The graph is based upon actual daily historical levels of the Basket Components, hypothetical Component Ratios based on the
closing levels of the Basket Components as of December 31, 2007, and a Basket value of 100.00 as of that date. This hypothetical historical data on the Basket is not necessarily indicative of the future performance of the Basket or what the
value of the notes may be. Any hypothetical historical upward or downward trend in the value of the Basket during any period set forth below is not an indication that the value of the Basket is more or less likely to increase or decrease at any time
over the term of the notes.
Hypothetical Historical Performance of the Basket
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Leveraged Index Return Notes
®
|
|
TS-11
|
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|
Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
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The Basket Components
All disclosures contained in this term sheet regarding the Basket Components, including, without limitation, their make-up, method of calculation, and changes in their
components, have been derived from publicly available sources. That information reflects the policies of, and is subject to change by, the applicable index sponsor. The consequences of an index sponsor discontinuing publication of a Basket Component
are discussed in the section entitled “Description of LIRNs—Discontinuance of an Index” on page PS-20 of product supplement EQUITY INDICES LIRN-1. None of us, the calculation agents, or MLPF&S has independently verified the
accuracy or completeness of any information with respect to any Basket Component in connection with the notes, nor accepts any responsibility for the calculation, maintenance or publication of any Basket Component or any successor index.
In addition, information about the Basket Components may be obtained from other sources including, but not limited to, the applicable index sponsor’s website
(including information regarding top ten constituents and their respective weightings, sector weightings and country weights). We are not incorporating by reference into this term sheet any index sponsor’s website or any material it includes.
Neither we nor the agent makes any representation that such publicly available information regarding any Basket Component is accurate or complete.
The EURO STOXX
50
®
Index
The EURO STOXX 50
®
Index (the
“SX5E Index”) is calculated, maintained and published by STOXX Limited (“STOXX”), the index sponsor. STOXX is a joint venture between Deutsche Börse AG and SIX Group AG. Publication of the SX5E Index began on
February 28, 1998, based on an initial index value of 1,000 on December 31, 1991. The SX5E Index is published in The Wall Street Journal and disseminated on the STOXX website at www.stoxx.com.
The SX5E Index does not reflect the payment of dividends on the stocks underlying it and therefore the payment on the notes will not produce the same return you would
receive if you were able to purchase such underlying stocks and hold them until maturity.
Index Composition and Maintenance
The SX5E Index is composed of 50 component stocks of sector leaders from within the EURO STOXX Supersector indexes, which includes stocks selected from 11 Eurozone
countries: Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. The component stocks have a high degree of liquidity and represent the largest companies across all supersectors as defined by
the Industry Classification Benchmark.
The composition of the SX5E Index is reviewed annually, based on the closing stock data on the last trading day in August. The
component stocks are announced on the first trading day in September. Changes in the composition of the SX5E Index are made to ensure that the SX5E Index includes the 50 market sector leaders from within the EURO STOXX Index.
The free float factors for each component stock used to calculate the SX5E Index are reviewed, calculated and implemented on a quarterly basis and are fixed until the
next quarterly review.
The SX5E Index is also reviewed on an ongoing basis. Corporate actions (including initial public offerings, mergers and takeovers, spin-offs,
delistings and bankruptcy) that affect the SX5E Index composition are immediately reviewed. Any changes are announced, implemented and effective in line with the type of corporate action and the magnitude of the effect.
Computation of the SX5E Index
The SX5E Index is calculated with the
“Laspeyres formula,” which measures the aggregate price changes in the component stocks against a fixed base quantity weight. The formula for calculating the SX5E Index value can be expressed as follows:
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Index =
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Free float market capitalization of the
SX5E Index
|
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Divisor
|
The “free float market capitalization of the SX5E Index” is equal to the sum of the products of the closing price, the number of
shares, free float factor and the cap factor for each component stock as of the time the SX5E Index is being calculated. The cap factor limits the weight of a component within the SX5E Index to a maximum of 10%.
The SX5E Index is also subject to a divisor, which is adjusted to maintain the continuity of the SX5E Index values across changes due to corporate actions. The following
is a summary of the adjustments to any component stock made for corporate actions and the effect of such adjustment on the divisor, where shareholders of the component stock will receive “B” number of shares for every “
A
”
share held (where applicable).
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(1)
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Special cash dividend
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|
Cash distributions that are outside the scope of the regular dividend policy or that the company defines as an extraordinary distribution.
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Adjusted price = closing price – dividend announced by the company * (1 – withholding tax, if applicable)
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|
Leveraged Index Return Notes
®
|
|
TS-12
|
|
|
|
Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
|
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|
(2)
|
Split and reverse split:
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|
|
Adjusted price = closing price * A/B
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|
New number of shares = old number of shares * B/A
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|
Adjusted price = (closing price * A + subscription price * B) / (A + B)
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|
New number of shares = old number of shares * (A + B) / A
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|
Adjusted price = closing price * A / (A + B)
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|
New number of shares = old number of shares * (A + B) / A
|
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|
(5)
|
Stock dividend from treasury stock (if treated as extraordinary dividend):
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|
Adjusted close = close – close * B / (A + B)
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|
(6)
|
Stock dividend of another company:
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|
|
Adjusted price = (closing price * A - price of other company * B) / A
|
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|
(7)
|
Return of capital and share consolidation:
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|
|
Adjusted price = (closing price - capital return announced by company * (1 – withholding
|
|
|
|
New number of shares = old number of shares * B / A
|
|
|
(8)
|
Repurchase shares / self tender:
|
|
|
|
Adjusted price = ((price before tender * old number of shares) - (tender price * number of
|
|
|
|
tendered shares)) / (old number of shares - number of tendered shares)
|
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|
|
New number of shares = old number of shares - number of tendered shares
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|
|
Adjusted price = (closing price * A - price of spin-off shares B) / A
|
|
|
(10)
|
Combination stock distribution (dividend or split) and rights offering:
|
|
|
|
For this corporate action, the following additional assumptions apply:
|
|
|
•
|
|
Shareholders receive B new shares from the distribution and C new shares from the rights offering for every A shares held
|
|
|
•
|
|
If A is not equal to one, all the following “new number of shares” formulas need to be divided by A:
|
|
|
•
|
|
If rights are applicable after stock distribution (one action applicable to another):
|
|
|
Adjusted price = (closing price * A + subscription price * C * (1 + B / A)) /
|
|
|
New number of shares = old number of shares * ((A + B) * (1 + C / A)) / A
|
|
|
•
|
|
If stock distribution is applicable after rights (one action applicable to another):
|
|
|
Adjusted price = (closing price * A + subscription price * C) / ((A + C) * (1 + B / A))
|
|
|
New number of shares = old number of shares * ((A + C) * (1 + B / A))
|
|
|
•
|
|
Stock distribution and rights (neither action is applicable to the other):
|
|
|
Adjusted price = (closing price * A + subscription price * C) / (A + B + C)
|
|
|
New number of shares = old number of shares * (A + B + C) / A
|
|
|
|
|
|
Leveraged Index Return Notes
®
|
|
TS-13
|
|
|
|
Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
|
|
|
The following graph shows the daily historical performance of the SX5E in the period from January 1, 2008
through August 15, 2017. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On August 15, 2017, the closing level of the SX5E
was 3,461.91.
Historical Performance of the SX5E
This historical data on the SX5E is not necessarily indicative of the future performance of the SX5E or what the value of the
notes may be. Any historical upward or downward trend in the level of the SX5E during any period set forth above is not an indication that the level of the SX5E is more or less likely to increase or decrease at any time over the term of the notes.
License Agreement
STOXX Limited (“STOXX”) and its
licensors (the “Licensors”) have no relationship to Wells Fargo & Company, other than the licensing of the EURO STOXX 50
®
Index and the related trademarks for use in
connection with the notes.
STOXX and its Licensors do
not
:
(i) Sponsor, endorse, sell or promote the notes; (ii) recommend that any person
invest in the notes; (iii) have any responsibility or liability for or make any decisions about the timing, amount or pricing of the notes; (iv) have any responsibility or liability for the administration, management or marketing of the
notes; (v) Consider the needs of the notes or the owners of the notes in determining, composing or calculating the EURO STOXX 50
®
Index or have any obligation to do so.
STOXX and its Licensors will not have any liability in connection with the notes. Specifically,
STOXX and its Licensors do not make any warranty, express or
implied, and disclaim any and all warranty about:
the results to be obtained by the notes, the owner of the notes or any other person in connection with the use of the EURO STOXX 50
®
Index
and the data included in the EURO STOXX 50
®
Index; the accuracy or completeness of the EURO STOXX 50
®
Index and its data; the
merchantability and the fitness for a particular purpose or use of the EURO STOXX 50
®
Index and its data.
STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the EURO STOXX
50
®
Index or its data. Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its
Licensors knows that they might occur.
The licensing agreement between Wells Fargo & Company and STOXX is solely for their benefit and not for the
benefit of the owners of the notes or any other third parties.
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Leveraged Index Return Notes
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TS-14
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Leveraged Index Return Notes
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Linked to an International Equity Index Basket, due August , 2022
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The FTSE
®
100 Index
The FTSE 100
®
Index (the “UKX Index”) is an index calculated, published and disseminated by FTSE
Russell (“FTSE”), the index sponsor, a wholly owned subsidiary of London Stock Exchange Group plc (the “LSEG”). The UKX Index measures the composite price performance of stocks of the largest 100 companies (determined on the
basis of market capitalization) traded on the London Stock Exchange (the “LSE”). Publication of the UKX Index began in January 1984.
The UKX Index does
not reflect the payment of dividends on the stocks underlying it and therefore the payment on the notes will not produce the same return you would receive if you were able to purchase such underlying stocks and hold them until maturity.
Composition of the UKX Index
The 100 stocks included in the UKX Index (the
“FTSE Underlying Stocks”) were selected from a reference group of stocks trading on the LSE that were selected by excluding certain stocks that have low liquidity based on public float, accuracy and reliability of prices, size and number
of trading days. The FTSE Underlying Stocks were selected from this reference group by selecting 100 stocks with the largest market value. Where there are multiple lines of equity capital in a company, all are included and priced separately,
provided
that the secondary line’s full market capitalization (
i.e.
before the application of any investability weightings), is greater than 25% of the full market capitalization of the company’s principal line and the
secondary line satisfies the eligibility rules and screens in its own right in all respects. A list of the issuers of the FTSE Underlying Stocks is available from FTSE.
The UKX Index is overseen and reviewed quarterly by the FTSE Russell Europe, Middle East & Africa Regional Equity Advisory Committee (the “Index Steering
Committee”) in order to maintain continuity in the level. The Index Steering Committee undertakes the reviews of the UKX Index and ensures that constituent changes and index calculations are made in accordance with the ground rules of the UKX
Index. The meetings to review the constituents are held on the Wednesday before the first Friday in March, June, September and December. Each review is based on data from the close of business on the Tuesday before the first Friday of the review
month. Any constituent changes are implemented after the close of business on the third Friday of the review month (
i.e.
effective Monday), following the expiry of the ICE Futures Europe futures and options contracts.
The FTSE Underlying Stocks may be replaced, if necessary, in accordance with deletion/addition rules that provide generally for the removal and replacement of a stock
from the UKX Index if such stock is delisted or its issuer is subject to a takeover offer that has been declared unconditional or it has ceased, in the opinion of the Index Steering Committee, to be a viable component of the UKX Index. To maintain
continuity, a stock will be added at the quarterly review if it has risen to 90th place or above and a stock will be deleted if at the quarterly review it has fallen to 111th place or below, in each case ranked on the basis of market capitalization.
A constant number of constituents will be maintained for the UKX Index. Where a greater number of companies qualify to be inserted in the index than those qualifying to be deleted, the lowest ranking constituents presently included in the index will
be deleted to ensure that an equal number of companies are inserted and deleted at the periodic review. Likewise, where a greater number of companies qualify to be deleted than those qualifying to be inserted, the securities of the highest ranking
companies which are presently not included in the index will be inserted to match the number of companies being deleted at the periodic review.
Companies that are
large enough to be constituents of the UKX Index but do not pass the liquidity test are excluded. At the next annual review, the companies are re-tested against all eligibility screens.
Calculation of the UKX Index
The UKX Index is calculated by
(i) multiplying the per share price of each stock included in the UKX Index by the number of outstanding shares, (ii) calculating the sum of all these products (such sum being hereinafter the “FTSE Aggregate Market Value”) as of
the starting date of the UKX Index, (iii) dividing the FTSE Aggregate Market Value by a divisor which represents the FTSE Aggregate Market Value on the base date of the UKX Index and which can be adjusted to allow changes in the issued share
capital of individual underlying stocks including the deletion and addition of stocks, the substitution of stocks, stock dividends and stock splits to be made without distorting the UKX Index and (iv) multiplying the result by 1,000. Because of
such capitalization weighting, movements in share prices of companies with relatively larger market capitalization will have a greater effect on the level of the entire UKX Index than will movements in share prices of companies with relatively
smaller market capitalization.
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Leveraged Index Return Notes
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TS-15
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Leveraged Index Return Notes
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Linked to an International Equity Index Basket, due August , 2022
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The following graph shows the daily historical performance of the UKX in the period from January 1, 2008
through August 15, 2017. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On August 15, 2017, the closing level of the UKX
was 7,383.85.
Historical Performance of the UKX
This historical data on the UKX is not necessarily indicative of the future performance of the UKX or what the value of the notes
may be. Any historical upward or downward trend in the level of the UKX during any period set forth above is not an indication that the level of the UKX is more or less likely to increase or decrease at any time over the term of the notes.
License Agreement
We expect to enter into a non-transferable,
non-exclusive license agreement with FTSE providing for the license to us, in exchange for a fee, of the right to use the FTSE
®
100 Index in connection with the issuance of the notes.
The license agreement between us and FTSE provides that the following language must be stated in this term sheet:
THE NOTES ARE NOT IN ANY WAY SPONSORED, ENDORSED, SOLD OR PROMOTED BY FTSE INTERNATIONAL LIMITED OR BY THE LONDON STOCK EXCHANGE GROUP COMPANIES AND NEITHER FTSE, THE
LSE MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER, EXPRESSLY OR IMPLIEDLY, EITHER AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE FTSE
®
100 INDEX AND/OR THE FIGURE AT WHICH THE
SAID INDEX STANDS AT ANY PARTICULAR TIME ON ANY PARTICULAR DAY OR OTHERWISE. FTSE
®
100 INDEX IS COMPILED AND CALCULATED BY FTSE. HOWEVER, NEITHER FTSE NOR THE LSE SHALL BE LIABLE
(WHETHER IN NEGLIGENCE OR OTHERWISE) TO ANY PERSON FOR ANY ERROR IN THE FTSE 100
®
INDEX AND NEITHER FTSE NOR THE LSE SHALL BE UNDER ANY OBLIGATION TO ADVISE ANY PERSON OF ANY ERROR
THEREIN.
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Leveraged Index Return Notes
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TS-16
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Leveraged Index Return Notes
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Linked to an International Equity Index Basket, due August , 2022
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The Nikkei Stock Average Index
The Nikkei Stock Average Index, also known as the Nikkei 225 Index, (the “NKY Index”) is a stock index that measures the composite price performance of selected
Japanese stocks. The NKY Index is currently based on 225 underlying stocks (the “Nikkei Underlying Stocks”) trading on the Tokyo Stock Exchange (“TSE”) representing a broad cross-section of Japanese industries. Non-ordinary
shares, such as shares of exchange-traded funds, real estate investment trusts, preferred stock or other preferred securities or tracking stocks, are excluded from the NKY Index. The index sponsor of the NKY Index is Nikkei Inc.
All 225 Nikkei Underlying Stocks are stocks listed in the First Section of the TSE. Stocks listed in the First Section of the TSE are among the most actively traded
stocks on the TSE. Nikkei Inc. rules require that the 75 most liquid issues (one-third of the component count of the NKY Index) be included in the NKY Index. Nikkei Inc. first calculated and published the NKY Index in 1970.
The NKY Index, does not reflect the payment of dividends on the stocks underlying it and therefore the payment on the notes will not produce the same return you would
receive if you were able to purchase such underlying stocks and hold them until maturity.
Rules of the Periodic Review
Nikkei Underlying Stocks are reviewed annually (the “periodic review”) in accordance with the following rules, and results of the review are applied on the
first trading day in October. Results of the review become effective on the first trading day of October, and there is no limit to the number of Nikkei Underlying Stocks that can be affected. Stocks selected by the procedures outlined below are
presented as candidates to a committee comprised of academics and market professionals for comment; based on comments from the committee, Nikkei Inc. determines and announces any changes to the Nikkei Underlying Stocks.
High Liquidity Group
The top 450 most liquid stocks are chosen
from the TSE First Section. For purposes of this selection, liquidity is measured by (i) trading volume in the preceding 5-year period and (ii) the magnitude of price fluctuation by volume in the preceding 5-year period. These 450 stocks
constitute the “High Liquidity Group” for the review. Those Nikkei Underlying Stocks that are not in the High Liquidity Group are removed. Those stocks that are not currently Nikkei Underlying Stocks but that are in the top 75 of the High
Liquidity Group are added.
Sector Balance
The High
Liquidity Group is then categorized into the following six sectors: Technology, Financials, Consumer Goods, Materials, Capital Goods/Others and Transportation and Utilities. These six sector categories are further divided into 36 industrial
classifications as follows:
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Technology — Pharmaceuticals, Electrical Machinery, Automobiles, Precision Machinery, Telecommunications;
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•
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Financials — Banks, Miscellaneous Finance, Securities, Insurance;
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•
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Consumer Goods — Marine Products, Food, Retail, Services;
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Materials — Mining, Textiles, Paper and Pulp, Chemicals, Oil, Rubber, Ceramics, Steel, Nonferrous Metals, Trading House;
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•
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Capital Goods/Others — Construction, Machinery, Shipbuilding, Transportation Equipment, Miscellaneous Manufacturing, Real Estate; and
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Transportation and Utilities — Railroads and Buses, Trucking, Shipping, Airlines, Warehousing, Electric Power, Gas.
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The “appropriate number” of constituents for each sector is defined to be half the number of stocks in that sector. After the liquidity-based adjustments,
discussed above, a rebalancing is conducted if any of the sectors are over- or under-represented. The degree of representation is evaluated by comparing the actual number of constituents in the sector against the appropriate number for that sector.
For over-represented sectors, current constituents in the sector are deleted in the order of liquidity (lowest liquidity first) to correct the overage. For
under-represented sectors, non-constituent stocks are added from the High Liquidity Group in the order of liquidity (highest liquidity first) to correct the shortage.
Extraordinary Replacement Rules
Nikkei Underlying Stocks removed from the TSE
First Section are deleted from the NKY Index. Reasons for removal from the TSE First Section include: designation as a “security to be delisted” or actual delisting by reason of bankruptcy (including filing under the Corporate
Reorganization Act, Civil Rehabilitation Act or liquidation), delisting due to corporate restructuring such as merger, share exchange or share transfer, designation as a “security to be delisted” or actual delisting due to excess debt or
transfer to the Second Section. In addition, a component stock transferred to the “Kanri-Post” (Posts for stocks under supervision) is in principle a candidate
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Leveraged Index Return Notes
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TS-17
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Leveraged Index Return Notes
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Linked to an International Equity Index Basket, due August , 2022
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for deletion. However, the decision to delete such candidates will be made by examining the sustainability and the probability of delisting in the individual case.
When a Nikkei Underlying Stock is deleted from the NKY Index as outlined in the preceding paragraph, a new Nikkei Underlying Stock will be selected and added, in
principle, from the same sector of the High Liquidity Group in order of liquidity. Notwithstanding the foregoing, the following rules may apply depending on the timing and circumstances of the deletion: (i) when such deletion is scheduled close
to the periodic review, additional stocks may be selected as part of the periodic review process and (ii) when multiple deletions are scheduled in a season other than the periodic review, additions may be selected using the sector balancing
rules outlined above.
Procedures to Implement Constituent Changes
As a
general rule, for both the periodic review and the extraordinary replacement rules, additions and deletions are made effective on the same day in order to keep the number of Nikkei Underlying Stocks 225. However, under the circumstances outlined
below, when an addition cannot be made on the same day as a deletion, the NKY Index may be calculated with fewer than 225 Nikkei Underlying Stocks. In this case, the divisor is adjusted to ensure continuity.
The first instance when the NKY Index may be calculated with fewer than 225 Nikkei Underlying Stocks is when a Nikkei Underlying Stock is delisted by reason of share
exchange or transfer and the succeeding company becomes listed a short period of time later. The second instance is when a Nikkei Underlying Stock is deleted due to a sudden announcement of bankruptcy, or is designated as a “security to be
delisted” for the same reason, and there is not sufficient time to add a new Nikkei Underlying Stock in the same day.
Calculation of the NKY Index
The NKY Index is a modified, price-weighted index (
i.e.
, a Nikkei Underlying Stock’s weight in the index is based on its price per share rather than the total
market capitalization of the issuer) that is calculated by (i) multiplying the per share price of each Nikkei Underlying Stock by the corresponding weighting factor for such Nikkei Underlying Stock (a “Weight Factor”),
(ii) calculating the sum of all these products and (iii) dividing such sum by a divisor (the “Divisor”). The Divisor is subject to periodic adjustments as set forth below. Each Weight Factor is computed by dividing ¥50 by the
par value of the relevant Nikkei Underlying Stock, so that the share price of each Nikkei Underlying Stock when multiplied by its Weight Factor corresponds to a share price based on a uniform par value of ¥50. The stock prices used in the
calculation of the NKY Index are those reported by a primary market for the Nikkei Underlying Stocks (currently the TSE). The level of the NKY Index is calculated once per minute during TSE trading hours.
In order to maintain continuity in the NKY Index in the event of certain changes due to non-market factors affecting the Nikkei Underlying Stocks, such as the addition or
deletion of stocks, substitution of stocks, stock splits or distributions of assets to stockholders, the Divisor used in calculating the NKY Index is adjusted in a manner designed to prevent any instantaneous change or discontinuity in the level of
the NKY Index. Thereafter, the Divisor remains at the new value until a further adjustment is necessary as the result of another change. As a result of such change affecting any Nikkei Underlying Stock, the Divisor is adjusted in such a way that the
sum of all share prices immediately after such change multiplied by the applicable Weight Factor and divided by the new Divisor (
i.e.
, the level of the NKY Index immediately after such change) will equal the level of the NKY Index immediately
prior to the change.
The Tokyo Stock Exchange
The TSE is one of the
world’s largest securities exchanges in terms of market capitalization. Trading hours are currently from 9:00 a.m. to 11:00 a.m. and from 12:30 p.m. to 3:00 p.m., Tokyo time, Monday through Friday.
Due to the time zone difference, the TSE will close on any normal trading day prior to the opening of business in New York City on the same calendar day. Therefore, the
closing level of the NKY Index on a trading day will generally be available in the United States by the opening of business on the same calendar day.
The TSE has
adopted certain measures, including daily price floors and ceilings on individual stocks, intended to prevent any extreme short-term price fluctuations resulting from order imbalances. In general, any stock listed on the TSE cannot be traded at a
price lower than the applicable price floor or higher than the applicable price ceiling. These price floors and ceilings are expressed in absolute Japanese yen, rather than percentage limits based on the closing price of the stock on the previous
trading day. In addition, when there is a major order imbalance in a listed stock, the TSE posts a “special bid quote” or a “special asked quote” for that stock at a specified higher or lower price level than the stock’s
last sale price in order to solicit counter-orders and balance supply and demand for the stock. Prospective investors should also be aware that the TSE may suspend the trading of individual stocks in certain limited and extraordinary circumstances,
including, for example, unusual trading activity in that stock. As a result, changes in the NKY Index may be limited by price limitations or special quotes, or by suspension of trading, on individual stocks that make up the NKY Index, and these
limitations, in turn, may adversely affect the value of the notes.
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Leveraged Index Return Notes
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TS-18
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Leveraged Index Return Notes
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Linked to an International Equity Index Basket, due August , 2022
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The following graph shows the daily historical performance of the NKY in the period from January 1, 2008
through August 15, 2017. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On August 15, 2017, the closing level of the NKY
was 19,753.31.
Historical Performance of the NKY
This historical data on the NKY is not necessarily indicative of the future performance of the NKY or what the value of the notes
may be. Any historical upward or downward trend in the level of the NKY during any period set forth above is not an indication that the level of the NKY is more or less likely to increase or decrease at any time over the term of the notes.
License Agreement
We expect to enter into a non-transferable,
non-exclusive license agreement with Nikkei Inc. providing for the license to us, in exchange for a fee, of the right to use the NKY Index in connection with the issuance of the notes.
The license agreement between us and Nikkei Inc. provides that the following language must be stated in this term sheet:
“The notes are not in any way sponsored, endorsed or promoted by Nikkei Inc. Nikkei Inc. does not make any warranty or representation whatsoever, express or implied,
either as to the results to be obtained as to the use of the NKY Index or the figure as which the NKY Index stands at any particular day or otherwise. The NKY Index is compiled and calculated solely by Nikkei Inc. However, Nikkei Inc. shall not be
liable to any person for any error in the NKY Index and Nikkei Inc. shall not be under any obligation to advise any person, including a purchase or vendor of the notes, of any error therein.
In addition, Nikkei Inc. gives no assurance regarding any modification or change in any methodology used in calculating the NKY Index and is under no obligation to
continue the calculation, publication and dissemination of the NKY Index.”
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Leveraged Index Return Notes
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TS-19
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Leveraged Index Return Notes
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Linked to an International Equity Index Basket, due August , 2022
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The Swiss Market Index
The
Swiss Market Index (the “SMI”) is a free-float adjusted market capitalization-weighted price return index of the Swiss equity market. The SMI was standardized on June 30, 1988 with an initial baseline value of 1,500 points. SIX Swiss
Exchange Ltd (“SSE”) is the index sponsor of the SMI.
The SMI does not reflect the payment of dividends on the stocks underlying it and therefore the
payment on the notes will not produce the same return you would receive if you were able to purchase such underlying stocks and hold them until maturity.
Composition of the SMI
The SMI is composed of the most highly capitalized and
liquid stocks of the Swiss Performance Index
®
(“SPI”). The SMI represents approximately 85% of the free-float market capitalization of the Swiss equity market. The SMI is
recalculated every time a new transaction is made for a stock included in the SMI. The shortest interval is one second.
The SMI is composed of the 20 highest ranked
securities of the SPI, where the ranking of each security is determined by a combination of the following criteria:
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average free-float market capitalization (compared to the capitalization of the entire SPI); and
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cumulated on order book turnover (compared to the total turnover of the SPI).
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The average market capitalization in
percent and the turnover in percent are each given a weighting of 50% and yield the weighted market share. A security is admitted to the SMI if it ranks 18 or better in the selection list. A security is excluded from the SMI if it ranked 23 or lower
in the selection list. A share ranked 19 or 20 is admitted only if a share included in the SMI meets the exclusion criteria directly (position 23 or lower) and no other share that either meets the admission criteria directly (position 18 or higher)
or is rated higher has moved up in its place. A share ranked 21 or 22 is excluded only if a share meets the admission criteria directly (position 18 or higher) and no other share that either meets the exclusion criteria directly (position 23 or
lower) or is rated lower has been excluded in its place.
Standards for Admission and Exclusion
To ensure that the composition of the SMI maintains a high level of continuity, the stocks contained within it are subject to a special admission and exclusion procedure.
This is based on the criteria of free-float market capitalization and liquidity. The index-basket adjustments which arise from this procedure are, as a rule, made once per year.
The securities included in the SMI are weighted according to their free float. This means that large share packages that reach or exceed the threshold of 5% are
subtracted from the total market capitalization. The free float is calculated on the basis of outstanding shares. Issued and outstanding equity capital is, as a rule, the total amount of equity capital that has been fully subscribed and wholly or
partially paid in and documented in the Commercial Register. Neither conditional nor approved capital is counted as issued and outstanding equity capital.
The free
float is calculated on the basis of listed shares only. Where a company has different categories of listed participation rights, these are considered separately for the purposes of calculating the SMI. In principle, shares that have been reported to
the SSE by a person or group of persons whose shareholding has exceeded the relevant threshold values under Article 20 of the Swiss Federal Act on Stock Exchanges and Securities Trading (“SESTA”) are deemed to be shares in fixed
ownership. Shares of persons and groups of persons who are subject to a shareholder agreement which is binding for more than 5% of the listed shares or who, according to publicly known facts, have a long-term interest in a company are also deemed to
be in fixed ownership.
The SSE may use sources in addition to the reports pursuant to SESTA to calculate shares in fixed ownership. In particular, the SSE may use
data gained from issuer surveys that it conducts itself.
Exceptions:
custodian nominees; trustee companies; investment funds; pension funds;
and investment companies.
The SSE classifies at its own discretion persons and groups of persons who, because of their area of activity or the absence of important
information, cannot be clearly assigned.
The free-float rule applies only to bearer shares and registered shares. Capital issued in the form of participation
certificates (“Partizipationsscheine”) and bonus certificates (“Genussscheine”) is taken into full account in calculating the SMI because it does not confer voting rights.
Ordinary Adjustment of Shares
Changes to the index-basket
composition will be made once a year after prior notice of at least two months on the third Friday in September after close of trading. The number of securities and free-float shares are adjusted on four ordinary adjustment dates a year:
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Leveraged Index Return Notes
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TS-20
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Leveraged Index Return Notes
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Linked to an International Equity Index Basket, due August , 2022
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the third Friday in March, the third Friday in June, the third Friday in September and the third Friday in December (in each case, after the close of trading).
The SSE may conduct a capital survey among issuers in order to obtain the required data.
The announcement of the provisional new stocks occurs at least one month before the adjustment date. The SSE reserves the right to take account of recent changes before
the adjustment date, so the definite new stocks are announced only five trading days before the adjustment date.
Extraordinary Adjustment of the
Number of Shares
In order to avoid frequent slight changes to the weighting and to maintain the stability of the index, any extraordinary change of the total
number of outstanding stocks or the free float will only result in an extraordinary adjustment if it exceeds 10% and 5%, respectively, and is in conjunction with a corporate action. After a takeover, the SSE may, in exceptional cases, adjust the
free float of the company in question upon publication of the end result. A five-day notification period applies. At the same time, the SSE may exclude the stock from the relevant index family.
Where an insolvency has been announced, an extraordinary adjustment will be made and an exclusion from the indices, taking into account a notification period of 5 trading
days.
The foregoing notwithstanding, the SSE reserves the right to make the adjustments described above without observing the relevant notification periods.
If the free float changes as a result of an extraordinary adjustment of the number of shares, the free float is adjusted at the same time as the number of shares even if
the free float changes by less than ten percentage points.
Calculation of the SMI
The SMI is calculated using the Laspeyres method with the weighted arithmetic mean of a defined number of securities issues. The index level is calculated by dividing the
market capitalizations of all securities included in the SMI by a divisor:
where t is current day; s is current time on day t; I
s
is the current index
level at time s; D
t
is the divisor on day t; M is the number of issues in the SMI; p
i,s
is the last-paid price of security i; x
i,t
is the number of shares of security i on day t; f
i,t
is the free float for security i on day t; and r
s
is the current CHF exchange rate at time s.
The divisor is a technical number used to calculate the SMI. If the
market capitalization changes due to a corporate event, the divisor changes while the index value remains the same. The new divisor is calculated on the evening of the day before the corporate event takes effect.
In calculating the SMI, the last-paid price is taken into account. If no price has been paid on the day of calculation, the previous day’s price is used. Only the
prices achieved via the electronic order book of the SSE are used.
The trading hours for Swiss equities, participation certificates and bonus certificates are
determined by the SSE. Since the opening phase usually causes strong price fluctuations, the SMI is first calculated two minutes after the start of on order book trading. This index level is called the “open.” A closing auction takes place
ten minutes before close of trading. At the close of trading, the final closing prices used in calculating the closing level of the SMI are established.
Dividend Payments
Regular cash dividend payments do not result
in adjustments to the divisor. Dividends are, however, fully taken account of in performance indices. Repayments of capital through the reduction of a share’s par value, which can take the place of a regular cash dividend or constitute a
component of the regular distribution, are treated in the same way as a normal dividend payment (
i.e.
, no adjustment to the divisor). Distributions (
e.g.
, special dividends and anniversary bonuses) that, contrary to a company’s
usual dividend policy, are paid out or declared extraordinary dividends, are not deemed dividends in the above sense. These distributions are considered corporate events and also result in adjustments to the divisor. Share dividends are not treated
like ordinary dividend payments. The increase in the number of shares is offset by the lower price of the shares on the ex-date. The capitalization does not change in total and the divisor is not adjusted. At variance to the treatment of dividends
and other distributions in extraordinary situations, SSE reserves the right in justifiable instances to diverge from those provisions. Dividend payments are always treated as gross amounts, including the withholding tax portion.
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Leveraged Index Return Notes
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TS-21
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Leveraged Index Return Notes
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Linked to an International Equity Index Basket, due August , 2022
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The following graph shows the daily historical performance of the SMI in the period from January 1, 2008
through August 15, 2017. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On August 15, 2017, the closing level of the SMI
was 9,012.52.
Historical Performance of the SMI
This historical data on the SMI is not necessarily indicative of the future performance of the SMI or what the value of the notes
may be. Any historical upward or downward trend in the level of the SMI during any period set forth above is not an indication that the level of the SMI is more or less likely to increase or decrease at any time over the term of the notes.
License Agreement
“SIX Swiss Exchange AG (“SIX Swiss
Exchange”) and its licensors (“Licensors”) have no relationship to Wells Fargo & Company, other than the licensing of the Swiss Market Index (SMI
®
) and the related
trademarks for use in connection with the notes.
SIX Swiss Exchange and its Licensors do
not
:
sponsor, endorse, sell or promote the notes;
recommend that any person invest in the notes; have any responsibility or liability for or make any decisions about the timing, amount or pricing of notes; have any responsibility or liability for the administration, management or marketing of the
notes; consider the needs of the notes or the owners of the notes in determining, composing or calculating the Swiss Market Index (SMI
®
) or have any obligation to do so.
SIX Swiss
Exchange and its Licensors give no warranty, and exclude any liability (whether in negligence or otherwise), in connection with the
notes
or their performance.
SIX Swiss Exchange does not assume any contractual relationship with the purchasers of the notes or any other third parties.
Specifically,
SIX Swiss Exchange and its Licensors do not give any warranty, express or implied, and exclude any liability for: the results to be obtained by
the notes, the owner of the notes or any other person in connection with the use of the Swiss Market Index (SMI
®
) and the data included in the Swiss Market Index (SMI
®
); the accuracy, timeliness, and completeness of the Swiss Market Index (SMI
®
) and its data; the merchantability and the fitness for a
particular purpose or use of the Swiss Market Index (SMI
®
) and its data; the performance of the notes generally.
SIX Swiss Exchange and its Licensors give no warranty and exclude any liability, for any errors, omissions or interruptions in the Swiss Market Index (SMI
®
) or its data. Under no circumstances will SIX Swiss Exchange or its Licensors be liable (whether in negligence or otherwise) for any lost profits or indirect, punitive, special or consequential
damages or losses, arising as a result of such errors, omissions or interruptions in the Swiss Market Index (SMI
®
) or its data or generally in relation to the notes, even in circumstances
where SIX Swiss Exchange or its Licensors are aware that such loss or damage may occur. The licensing Agreement between the Wells Fargo & Company and SIX Swiss Exchange is solely for their benefit and not for the benefit of the owners of
the Swiss Market Index (SMI
®
) or any other third parties.”
|
|
|
|
|
Leveraged Index Return Notes
®
|
|
TS-22
|
|
|
|
Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
|
|
|
The S&P/ASX 200 Index
The S&P/ASX 200 Index is designed to be the primary gauge for the Australian equity market, and it is recognized as an investable benchmark in Australia. The
S&P/ASX 200 Index measures the performance of the 200 largest index-eligible stocks listed on the Australian Securities Exchange (the “ASX”) by float-adjusted market capitalization, and is widely considered Australia’s benchmark
index. The index is float-adjusted, covering approximately 80% of Australian equity market capitalization. S&P Dow Jones Indices LLC (“S&P Dow Jones”) is the index sponsor of the S&P/ASX 200 Index.
The S&P/ASX 200 Index does not reflect the payment of dividends on the stocks underlying it and therefore the payment on the notes will not produce the same return
you would receive if you were able to purchase such underlying stocks and hold them until maturity.
Composition of the S&P/ASX 200 Index
The S&P/ASX 200 Index weights companies according to the Global Industry Classification Standard
(“GICS
®
”), which creates uniform ground rules for replicable, custom-tailored, industry-focused portfolios. It also enables meaningful comparisons of sectors and industries across
regions.
Standards for Listing and Maintenance
The index committee of the
S&P/ASX 200 Index aims to design a highly liquid and tradable index whose total market capitalization is large enough to approximate the market segment it is capturing while keeping the number of stocks at a minimum. Both market capitalization
and liquidity are assessed using the previous six months’ worth of data. Quarterly review changes take effect the third Friday of March, June, September and December.
The criteria for index additions include, but are not limited to:
|
|
•
|
|
Listing
. Only securities listed on the ASX are considered for inclusion in the S&P/ASX 200 Index;
|
|
|
•
|
|
Market Capitalization
. The market capitalization criterion for stock inclusion is based upon the daily average market capitalization of a security over the last six months. The stock price history (last six
months), latest available shares on issue and the investable weight factor (“IWF”) are the relevant variables for the calculation. The IWF is a variable that is primarily used to determine the available float of a security for ASX listed
securities; and
|
|
|
•
|
|
Liquidity
. Only securities that are regularly traded are eligible for inclusion in the S&P/ASX 200 Index. A stock’s liquidity is measured relative to its peers. Relative Liquidity is calculated as
follows:
|
|
|
|
|
|
Relative Liquidity =
|
|
Stock Median Liquidity
|
|
|
Market Liquidity
|
Where:
|
|
•
|
|
Stock Median Liquidity is the median daily value traded for each stock divided by the average float/index weight-adjusted market capitalization for the previous six months; and
|
|
|
•
|
|
Market Liquidity is determined using the market capitalization weighted average of the stock median liquidities of the 500 constituents in the All Ordinaries index, an index that includes nearly all ordinary shares
listed on the ASX.
|
|
|
Stocks must have a minimum Relative Liquidity of 50% to be included in the S&P/ASX 200 Index.
|
|
|
•
|
|
Eligible Securities
. Common and equity preferred stocks (which are not of a fixed income nature) are eligible for inclusion in the S&P/ASX 200 Index. Hybrid stocks, such as convertible stock, bonds, warrants
and preferred stock that provide a guaranteed fixed return, are not eligible. Listed investment companies (LICs) that invest in a portfolio of securities are not eligible. Companies that are currently under consideration for merger or acquisition
are not eligible.
|
Intra-Quarter Additions/Deletions.
Between rebalancing dates, an addition to the S&P/ASX 200 Index is generally made only
if a vacancy is created by an index deletion. Index additions are made according to market size and liquidity. An initial public offering is added to the S&P/ASX 200 only when an appropriate vacancy occurs and is subject to proven liquidity for
at least two months. An exception may be made for extraordinary large offerings where sizeable trading volumes justify index inclusion. An index constituent that appears to violate criteria for addition to the S&P/ASX 200 Index will not be
deleted unless ongoing conditions warrant an index change. Deletions can occur between index rebalancing dates due to acquisitions, mergers and spin-offs or due to suspension or bankruptcies. The decision to remove a stock from the S&P/ASX 200
Index will be made once there is sufficient evidence that the transaction will be completed. Stocks that are removed due to mergers & acquisitions activity are removed from the S&P/ASX 200 Index at the cash offer price for cash-only
offers. Otherwise, the best available price in the market is used.
|
|
|
|
|
Leveraged Index Return Notes
®
|
|
TS-23
|
|
|
|
Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
|
|
|
Rebalancing.
Rebalancing of the S&P/ASX 200 Index series occurs on a regular basis. Both market
capitalization and liquidity are assessed using the previous six months’ worth of data to determine index eligibility. Shares and IWFs updates are also applied regularly.
Frequency.
The S&P/ASX 200 Index constituents are rebalanced quarterly to ensure adequate market capitalization and liquidity. Quarterly rebalancing changes
take effect after the market close on the third Friday of March, June, September and December.
Buffers.
In order to limit the level of index turnover,
eligible securities will only be considered for index inclusion once another stock is excluded due to a sufficiently low rank and/or liquidity, based on the float-adjusted market capitalization. Potential index inclusions and exclusions need to
satisfy a buffer requirement in terms of the rank of the stock relative to the S&P/ASX 200 Index. The following buffer aims to limit the level of index turnover that may take place at each quarterly rebalancing, maximizing the efficiency and
limiting the cost associated with holding the index portfolio.
|
|
|
|
|
Addition
|
|
Rank Buffer for Deletion
|
|
179
th
or higher
|
|
221
st
or lower
|
This float-adjusted market capitalization rank buffer serves as the guideline used by the Index Committee to arrive at any potential
constituent changes to the S&P/ASX 200 Index. However, the Index Committee has complete discretion to by-pass these rules when circumstances warrant.
Share
Updates.
The share count for all index constituents are updated quarterly and are rounded to the nearest thousand (‘000).An update to the number of issued shares will be considered if the change is at least 5% of the float adjusted
shares or $100 million Australian dollars. Intra quarter share changes are implemented at the effective date or as soon as reliable information is available; however, they will only take place in the following circumstances:
|
|
•
|
|
Changes in a company’s float-adjusted shares of 5% or more due to market-wide shares issuance;
|
|
|
•
|
|
Rights issues, bonus issues and other major corporate actions; and
|
|
|
•
|
|
Share issues resulting from index companies merging and major off-market buy-backs.
|
Share changes due to mergers or
acquisitions are implemented when the transaction occurs, even if both of the companies are not in the same index and regardless of the size of the change.
Notification of intra quarter changes to the number of issued shares generally takes place three business days prior to the implementation date.
Calculation of the S&P/ASX 200 Index
The S&P/ASX 200 Index is
calculated using a base-weighted aggregate methodology so that the level of the S&P/ASX 200 Index reflects the total market value of all the component stocks relative to a particular base period. The total market value of a company is determined
by multiplying the price of its stock by the number of shares available after float (IWF) adjustment. An indexed number is used to represent the result of this calculation in order to make the value easier to work with and track over time.
Investable Weight Factor (IWF)
.A stock’s weight in the S&P/ASX 200 Index is determined by the float-adjusted market capitalization of the stock. This is a
function of current index shares, the latest available stock price and the IWF. The IWF represents the float-adjusted portion of a stock’s equity capital. Therefore any strategic holdings that are classified as either corporate, private or
government holdings reduce the IWF which, in turn, results in a reduction in the float-adjusted market capital. Shares owned by founders, directors of the company, trusts, venture capitalists and other companies are also excluded. These are also
deemed strategic holders and are considered long-term holders of a stock’s equity. Any strategic shareholdings that are greater than 5% of total issued shares are excluded from the relevant float.
On any given day, the S&P/ASX 200 Index value is the quotient of the total available market capitalization of its constituents and its divisor. Continuity in the
S&P/ASX 200 Index values is maintained by adjusting the divisor for all changes in the constituents’ share capital after the base date. This includes additions and deletions to the S&P/ASX 200 Index, rights issues, share buybacks and
issuances, spin-offs, and adjustments in availability. The divisor’s time series is, in effect, a chronological summary of all changes affecting the base capital of the index. The divisor is adjusted such that the S&P/ASX 200 Index value at
an instant just prior to a change in base capital equals the S&P/ASX 200 Index value at an instant immediately following that change.
Corporate Action
Adjustment
The table below summarizes the types of index maintenance adjustments upon various corporate actions and indicate whether or not a divisor adjustment
is required.
|
|
|
|
|
Leveraged Index Return Notes
®
|
|
TS-24
|
|
|
|
Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
|
|
|
|
|
|
|
|
|
|
Type of
Corporate Action
|
|
Index
Treatment
|
|
Divisor
Adjustment
|
|
Special cash dividend
|
|
Price adjustment needed
|
|
Yes
|
|
|
|
|
|
Stock dividend and/or split
|
|
Shares are multiplied by and price is divided by the split factor
|
|
No
|
|
|
|
|
|
Stock dividend from class A shares into existing class B shares, both of which are included in the index
|
|
Adjustment for price of A; adjustment for shares in B
|
|
Yes
|
|
|
|
|
|
Stock dividend of different class, same company and is not included in the index
|
|
Price adjustment
|
|
Yes
|
|
|
|
|
|
Reverse Split
|
|
Adjustment for price and shares
|
|
No
|
|
|
|
|
|
Rights offering
|
|
Adjustment for price and shares
|
|
Yes
|
|
|
|
|
|
Rights offering for a new line
|
|
Adjustment for price
|
|
Yes
|
|
|
|
|
|
New share issuance
|
|
Adjustment for shares
|
|
Yes
|
|
|
|
|
|
Reduction of capital
|
|
Share adjustment
|
|
Yes
|
|
|
|
|
|
New addition to index
|
|
Share adjustment
|
|
Yes
|
|
|
|
|
|
Deletion from index
|
|
Share adjustment
|
|
Yes
|
|
|
|
|
|
Merger (acquisition by index company for stock)
|
|
Share increase
|
|
Yes
|
Spin-offs.
A spun-off company is added to the parent company at a zero price on the ex-date. Should the spun-off company not be
considered eligible for the S&P/ASX 200 Index when added to it on the basis of its float-adjusted market capitalization then it will be removed from the index after at least one day of regular way trading.
Index Governance
Each of S&P Dow Jones’ global indices is the
responsibility of an index committee that monitors overall policy guidelines and methodologies, as well as additions to and deletions from these indices. S&P Dow Jones chairs the S&P/ASX Index Committee, which is composed of five members
representing both S&P Dow Jones and the ASX.
Decisions made by the index committee include all matters relating to index construction and maintenance. The index
committee meets regularly to review market developments and convenes as needed to address major corporate actions. It is the sole responsibility of the index committee to decide on all matters relating to methodology, maintenance, constituent
selection and index procedures. The index committee makes decisions based on all publicly available information and discussions are kept confidential to avoid any unnecessary impact on market trading.
|
|
|
|
|
Leveraged Index Return Notes
®
|
|
TS-25
|
|
|
|
Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
|
|
|
The following graph shows the daily historical performance of the AS51 in the period from January 1, 2008
through August 15, 2017. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On August 15, 2017, the closing level of the AS51
was 5,757.483.
Historical Performance of the AS51
This historical data on the AS51 is not necessarily indicative of the future performance of the AS51 or what the value of the
notes may be. Any historical upward or downward trend in the level of the AS51 during any period set forth above is not an indication that the level of the AS51 is more or less likely to increase or decrease at any time over the term of the notes.
License Agreement
We and S&P Dow Jones have entered into a
non-transferable, non-exclusive license agreement providing for the license to us, in exchange for a fee, of the right to use the S&P/ASX 200 Index in connection with the issuance of the notes.
The license agreement between us and S&P Dow Jones provides that the following language must be stated in this note:
“The notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones or its third party licensors. Neither S&P Dow Jones nor its third party licensors
makes any representation or warranty, express or implied, to the owners of the notes or any member of the public regarding the advisability of investing in notes generally or in the notes particularly or the ability of the S&P/ASX 200 Index to
track general stock market performance. S&P Dow Jones’ and its third party licensor’s only relationship to Wells Fargo & Company is the licensing of certain trademarks and trade names of S&P Dow Jones and the third party
licensors and of the S&P/ASX 200 Index which is determined, composed and calculated by S&P Dow Jones or its third party licensors without regard to Wells Fargo & Company or the notes. S&P Dow Jones and its third party licensors
have no obligation to take the needs of Wells Fargo & Company or the owners of the notes into consideration in determining, composing or calculating the S&P/ASX 200 Index. Neither S&P Dow Jones nor its third party licensors is
responsible for and has not participated in the determination of the prices and amount of the notes or the timing of the issuance or sale of the notes or in the determination or calculation of the equation by which the notes is to be converted into
cash. S&P Dow Jones has no obligation or liability in connection with the administration, marketing or trading of the notes.
NEITHER S&P DOW JONES, ITS
AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE S&P/ASX 200 INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS
(INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P DOW JONES MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE S&P/ASX 200 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING
LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.”
|
|
|
|
|
Leveraged Index Return Notes
®
|
|
TS-26
|
|
|
|
Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
|
|
|
The Hang Seng Index
The Hang
Seng
®
Index (the “HSI Index”) is a free float adjusted market capitalization weighted index of selection of companies from The Stock Exchange of Hong Kong Ltd. (the
“HKSE”). The components of the index are divided into four sub-indices: commerce and industry, finance, utilities, and properties. The index was developed with a base level of 100 as of July 31, 1964 and is designed to be an indicator
of the performance of the Hong Kong stock market. Hang Seng Indexes Company Limited (formerly HSI Services Limited) is the index sponsor of the HSI Index.
The HSI
Index does not reflect the payment of dividends on the stocks underlying it and therefore the payment on the notes will not produce the same return you would receive if you were able to purchase such underlying stocks and hold them until maturity.
Standards for Listing and Maintenance
Only companies with a primary
listing on the main board of the HKSE are eligible as constituents of the HSI Index. Mainland China enterprises that have an H-share listing in Hong Kong are eligible for inclusion in the HSI Index only if the company has no unlisted share capital.
To be eligible for selection, a company:
|
|
•
|
|
must be among those companies that constitute the top 90% of the total market capitalization of all eligible shares listed on the HKSE (market capitalization is expressed as an average of the past 12 months);
|
|
|
•
|
|
must be among those companies that constitute the top 90% of the total turnover of all eligible shares listed on the HKSE (turnover is aggregated and individually assessed for eight quarterly sub-periods over the past
24 months); and
|
|
|
•
|
|
should normally have a listing history of at least 24 months on the HKSE or meet the requirements of the following guidelines: for newly listed large-cap stocks, the minimum listing time required for inclusion in
the stock universe for the HSI Index review is as follows:
|
|
|
|
|
|
Average Market Capitalization
Ranking at Time of Review
|
|
Minimum
Listing History
|
|
Top 5
|
|
3 Months
|
|
6-15
|
|
6 Months
|
|
16-20
|
|
12 Months
|
|
21-25
|
|
18 Months
|
|
Below 25
|
|
24 Months
|
Companies meeting all eligibility requirements will be considered for inclusion and their candidacy will be assessed on the following
criteria:
|
|
•
|
|
the market value and turnover ranking of the company;
|
|
|
•
|
|
the representation of the sub-sectors within the HSI Index directly reflecting that of the market; and
|
|
|
•
|
|
the financial performance of the company.
|
The number of constituents is fixed at 50.
Whether to remove a suspended constituent from the HSI Index and replace it with an appropriate candidate will be determined in the regular index review. Should a
suspended constituent be removed from the HSI Index, its last traded price may be adjusted down to the system lowest price, i.e. $0.0001 in the security’s price currency, or an official residual price (if available) for index calculation on the
trading day preceding the effective date of the constituent changes.
Calculation of the HSI Index
The HSI Index is calculated using a free float adjusted market capitalization weighted methodology with a 10% cap on individual stock weightings.
The formula for the index calculation is shown below:
|
|
|
|
|
|
|
|
|
|
|
current
index
|
|
=
|
|
current aggregate free
float adjusted market
capitalization of
constituents
|
|
×
|
|
yesterday’s closing index
|
|
|
|
|
|
Leveraged Index Return Notes
®
|
|
TS-27
|
|
|
|
Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
yesterday’s aggregate
free float adjusted market
capitalization
of
constituents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
=
|
|
S
(P
t
× IS × FAF × CF)
|
|
×
|
|
yesterday’s closing index
|
|
|
S
(P
t-1
× IS × FAF × CF)
|
|
|
where:
|
P
t
|
: current price at day t;
|
|
P
t-1
|
: closing price at day t-1;
|
IS : number of issued shares (in the case of H-share constituents,
only the H-share portion is taken into calculation);
|
FAF
|
: free float adjusted factor, which is between 0 and 1; and
|
|
CF
|
: capping factor, which is between 0 and 1.
|
Free float Adjustments.
Shares held by any entities (excluding
custodians, trustees, mutual funds and investment companies) that control more than 5% of the shareholdings would be considered as non-free float and are excluded from the index calculation. These include strategic holdings (holdings by governments
and affiliated entities or any other entities that hold substantial shares in the company would be considered as non-free float unless otherwise proved), directors’ and management holdings (holdings by directors, members of the board committee,
principal officers or founding members), corporate cross holdings (holdings by publicly traded companies or private firms or institutions) and lock-up shares (shareholdings with a publicly disclosed lock-up arrangement). Lock-up shares with trading
restrictions are classified as non-free float, regardless of the shareholding percentage.
The free float adjusted factor represents the proportion of shares that is
free floated as a percentage of the issued shares. The free float adjusted factor is rounded up to the nearest 1% if it is less than 10%; otherwise, it is rounded to the nearest 5%. For companies with more than one class of shares, the free float
adjusted factor is calculated separately for each class of shares.
Cap Factor.
A cap factor (“CF”) is calculated quarterly, such that no individual
constituent in an index will have a weighting exceeding a cap level of 10% on the index capping date.
Index Rebalancing.
The update of the issued shares,
adjustment of the free float adjusted factor and calculation of the cap factor are undertaken quarterly. In addition, the issued shares will be updated simultaneously with the index adjustment for corporate actions, such as bonus issues, rights
issues, stock splits and stock consolidations. Ad hoc rebalancing will be conducted if a constituent’s issued shares and/or free float adjusted factor is substantially different from the production data.
|
|
|
|
|
Leveraged Index Return Notes
®
|
|
TS-28
|
|
|
|
Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
|
|
|
The following graph shows the daily historical performance of the HSI in the period from January 1, 2008
through August 15, 2017. We obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On August 15, 2017, the closing level of the HSI
was 27,174.96.
Historical Performance of the HSI
This historical data on the HSI is not necessarily indicative of the future performance of the HSI or what the value of the notes
may be. Any historical upward or downward trend in the level of the HSI during any period set forth above is not an indication that the level of the HSI is more or less likely to increase or decrease at any time over the term of the notes.
License Agreement
We have entered into an agreement with Hang Seng
Indexes Company Limited providing us and certain of our affiliates or subsidiaries with a non-exclusive license and, for a fee, with the right to use the HSI Index, which is owned and published by Hang Seng Indexes Company, in connection with
certain securities, including the notes.
The license agreement provides that the following information must be set forth in this term sheet:
The HSI Index is published and compiled by Hang Seng Indexes Company Limited pursuant to a license from Hang Seng Data Services Limited. The mark and name of the HSI
Index are proprietary to Hang Seng Data Services Limited. Hang Seng Indexes Company Limited and Hang Seng Data Services Limited have agreed to the use of, and reference to, the HSI Index by us in connection with the notes,
BUT NEITHER HANG SENG
INDEXES COMPANY LIMITED NOR HANG SENG DATA SERVICES LIMITED WARRANTS OR REPRESENTS OR GUARANTEES TO ANY BROKER OR HOLDER OF THE NOTES OR ANY OTHER PERSON (i) THE ACCURACY OR COMPLETENESS OF THE HSI INDEX AND ITS COMPUTATION OR ANY INFORMATION
RELATED THERETO; OR (ii) THE FITNESS OR SUITABILITY FOR ANY PURPOSE OF THE HSI INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT; OR (iii) THE RESULTS WHICH MAY BE OBTAINED BY ANY PERSON FROM THE USE OF THE HSI INDEX OR ANY COMPONENT OR DATA
COMPRISED IN IT FOR ANY PURPOSE, AND NO WARRANTY OR REPRESENTATION OR GUARANTEE OF ANY KIND WHATSOEVER RELATING TO THE HSI INDEX IS GIVEN OR MAY BE IMPLIED.
The process and basis of computation and compilation of the HSI Index and any of the
related formula or formulae, constituent stocks and factors may at any time be changed or altered by Hang Seng Indexes Company Limited without notice.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO RESPONSIBILITY OR LIABILITY IS ACCEPTED BY HANG
SENG INDEXES COMPANY LIMITED OR HANG SENG DATA SERVICES LIMITED (i) IN RESPECT OF THE USE OF AND/OR REFERENCE TO THE HANG SANG INDEX BY US IN CONNECTION WITH THE NOTES; OR (ii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES OR ERRORS OF HANG
SENG INDEXES COMPANY LIMITED IN THE COMPUTATION OF THE HSI INDEX; OR (iii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES, ERRORS OR INCOMPLETENESS OF ANY INFORMATION USED IN CONNECTION WITH THE COMPUTATION OF THE HSI INDEX WHICH IS SUPPLIED BY ANY
OTHER PERSON; OR (iv) FOR ANY ECONOMIC OR OTHER LOSS WHICH MAY BE DIRECTLY OR INDIRECTLY SUSTAINED BY ANY BROKER OR HOLDER OF THE NOTES OR ANY OTHER PERSON DEALING WITH THE NOTES AS A RESULT OF ANY OF THE AFORESAID, AND NO CLAIMS, ACTIONS OR
LEGAL PROCEEDINGS MAY BE BROUGHT AGAINST HANG SENG INDEXES COMPANY LIMITED AND/OR HANG SENG DATA SERVICES LIMITED
in connection with the notes in any manner whatsoever by any broker, holder or other person dealing with the notes. Any broker,
holder or other person dealing with the notes does so therefore in full knowledge of this disclaimer and can place no reliance whatsoever on Hang Seng Indexes Company Limited and Hang Seng Data Services Limited. For the avoidance of doubt, this
disclaimer does not create any contractual or quasi-contractual relationship between any broker, holder or other person and Hang Seng Indexes Company Limited and/or Hang Seng Data Services Limited and must not be construed to have created such
relationship.
|
|
|
|
|
Leveraged Index Return Notes
®
|
|
TS-29
|
|
|
|
Leveraged Index Return Notes
®
Linked to an International Equity Index Basket, due August , 2022
|
|
|
Supplement to the Plan of Distribution
Under our distribution agreement with MLPF&S, MLPF&S will purchase the notes from us as principal at the public offering price indicated on the cover of this term
sheet, less the indicated underwriting discount.
We may deliver the notes against payment therefor in New York, New York on a date that is greater than three
business days following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, if the initial settlement of the notes occurs more than three business days from the pricing date, purchasers who wish to trade the notes more than three business days prior to the original issue date will be required to
specify alternative settlement arrangements to prevent a failed settlement.
The notes will not be listed on any securities exchange. In the original offering of the
notes, the notes will be sold in minimum investment amounts of 100 units. If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the transaction for your account.
MLPF&S has advised us that it or its affiliates may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing
market prices or at negotiated prices determined by reference to their pricing models and at their discretion, and these prices will include MLPF&S’s trading commissions and mark-ups. MLPF&S may act as principal or agent in these
market-making transactions; however, it is not obligated to engage in any such transactions. MLPF&S has informed us that at MLPF&S’s discretion, assuming no changes in market conditions from the pricing date, MLPF&S may offer to buy
the notes in the secondary market at a price that may exceed the initial estimated value of the notes for a short initial period after the issuance of the notes. Any price offered by MLPF&S for the notes is expected to be based on
then-prevailing market conditions and other considerations, including the performance of the Basket and the remaining term of the notes. However, none of us, MLPF&S, or any of our respective affiliates is obligated to purchase your notes at any
price or at any time, and we cannot assure you that we, MLPF&S, or any of our respective affiliates will purchase your notes at a price that equals or exceeds the initial estimated value of the notes.
MLPF&S has informed us that, as of the date of this term sheet, it expects that if you hold your notes in a MLPF&S account, the value of the notes shown on your
account statement will be based on MLPF&S’s estimate of the value of the notes if MLPF&S or another of its affiliates were to make a market in the notes, which it is not obligated to do; and that estimate will be based upon the price
that MLPF&S may pay for the notes in light of then-prevailing market conditions, and other considerations, as mentioned above, and will include transaction costs. Any such price may be higher than or lower than the initial estimated value of the
notes.
The distribution of the Note Prospectus in connection with these offers or sales will be solely for the purpose of providing investors with the description of
the terms of the notes that was made available to investors in connection with their initial offering. Secondary market investors should not, and will not be authorized to, rely on the Note Prospectus for information regarding Wells Fargo or for any
purpose other than that described in the immediately preceding sentence.
An investor’s household, as referenced on the cover of this term sheet, will generally
include accounts held by any of the following, as determined by MLPF&S in its discretion and acting in good faith based upon information then available to MLPF&S:
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the investor’s spouse (including a domestic partner), siblings, parents, grandparents, spouse’s parents, children and grandchildren, but excluding accounts held by aunts, uncles, cousins, nieces, nephews or
any other family relationship not directly above or below the individual investor;
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a family investment vehicle, including foundations, limited partnerships and personal holding companies, but only if the beneficial owners of the vehicle consist solely of the investor or members of the investor’s
household as described above; and
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a trust where the grantors and/or beneficiaries of the trust consist solely of the investor or members of the investor’s household as described above; provided that, purchases of the notes by a trust generally
cannot be aggregated together with any purchases made by a trustee’s personal account.
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Purchases in retirement accounts will not be considered
part of the same household as an individual investor’s personal or other non-retirement account, except for individual retirement accounts (“IRAs”), simplified employee pension plans (“SEPs”), savings incentive match plan
for employees (“SIMPLEs”), and single-participant or owners only accounts (i.e., retirement accounts held by self-employed individuals, business owners or partners with no employees other than their spouses).
Please contact your Merrill Lynch financial advisor if you have any questions about the application of these provisions to your specific circumstances or think you are
eligible.
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Leveraged Index Return Notes
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TS-30
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Leveraged Index Return Notes
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Linked to an International Equity Index Basket, due August , 2022
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Structuring the Notes
The notes are our debt securities, the return on which is linked to the performance of the Basket. As is the case for all of our debt securities, including our
market-linked notes, the economic terms of the notes reflect our actual or perceived creditworthiness at the time of pricing. Because of the higher issuance, operational and ongoing management costs of market-linked notes as compared to our
conventional debt of the same maturity, as well as our liquidity needs and preferences, the assumed funding rate we use in pricing market-linked notes is generally lower than the interest rates implied by secondary market prices for our debt
obligations and/or by other traded instruments referencing our debt obligations. This relatively lower assumed funding rate, which is reflected in the economic terms of the notes, along with other costs relating to selling, structuring, hedging and
issuing the notes, results in the initial estimated value of the notes on the pricing date being less than the public offering price. If the costs relating to selling, structuring, hedging and issuing the notes were lower, or if the funding rate we
use to determine the economic terms of the notes were higher, the economic terms of the notes would be more favorable to you and the estimated value would be higher.
The Redemption Amount payable at maturity will be calculated based on the $10 principal amount per unit and will depend on the performance of the Basket. In order to meet
these payment obligations, at the time we issue the notes, we expect to enter into certain hedging arrangements (which may include call options, put options or other derivatives) with MLPF&S or one of its affiliates. The terms of these hedging
arrangements are determined by seeking bids from market participants, which may include us, MLPF&S and one of our respective affiliates, and take into account a number of factors, including our creditworthiness, interest rate movements, the
volatility of the Basket Components, the tenor of the notes and the tenor of the hedging arrangements. The economic terms of the notes and their initial estimated value depend in part on the terms of these hedging arrangements.
MLPF&S has advised us that the hedging arrangements will include a hedging related charge of approximately $0.075 per unit, reflecting an estimated profit to be
credited to MLPF&S from these transactions. Since hedging entails risk and may be influenced by unpredictable market forces, additional profits and losses from these hedging arrangements may be realized by us, MLPF&S or any other hedge
providers. Any profit in connection with such hedging activity will be in addition to any other compensation that we, the agents, and our respective affiliates receive for the sale of notes, which creates an additional incentive to sell the notes to
you.
For further information, see “Risk Factors—General Risks Relating to LIRNs” beginning on page PS-6 and “Use of Proceeds and Hedging” on
page
PS-16
of product supplement EQUITY INDICES LIRN-1.
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Leveraged Index Return Notes
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TS-31
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Leveraged Index Return Notes
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Linked to an International Equity Index Basket, due August , 2022
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United States Federal Income Tax Considerations
You should read carefully the discussion under “United States Federal Tax Considerations” in the accompanying product supplement and “Selected Risk
Considerations” in this term sheet.
In the opinion of our counsel, Davis Polk & Wardwell LLP, which is based on current market conditions, a note
should be treated as a prepaid derivative contract that is an “open transaction” for U.S. federal income tax purposes. By purchasing a note, you agree (in the absence of an administrative determination or judicial ruling to the contrary)
to this treatment. There is uncertainty regarding this treatment, and the Internal Revenue Service (the “IRS”) or a court might not agree with it.
Assuming
this treatment of the notes is respected and subject to the discussion in “United States Federal Tax Considerations” in the accompanying product supplement, the following U.S. federal income tax consequences should result under current
law:
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You should not recognize taxable income over the term of the notes prior to maturity, other than pursuant to a sale or exchange.
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Upon a sale or exchange of a note (including retirement at maturity), you should recognize capital gain or loss equal to the difference between the amount realized and your tax basis in the note. Such gain or loss
should be long-term capital gain or loss if you held the note for more than one year.
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Subject to the discussion below, if you are a non-U.S. holder (as
defined in the accompanying product supplement) of the notes, you generally should not be subject to U.S. federal withholding or income tax in respect of any amount paid to you with respect to the notes, provided that (i) income in respect of
the notes is not effectively connected with your conduct of a trade or business in the United States, and (ii) you comply with the applicable certification requirements.
In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts”
and similar instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of
income or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property
to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the
“constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While the notice requests comments on appropriate transition rules
and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, including the character and timing of income or
loss and the degree, if any, to which income realized by non-U.S. persons should be subject to withholding tax, possibly with retroactive effect.
Possible
Withholding Under Section 871(m) of the Code
. Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% withholding tax on dividend equivalents paid or deemed
paid to non-U.S. holders with respect to certain financial instruments linked to U.S. equities (“U.S. underlying equities”) or indices that include U.S. underlying equities. Section 871(m) generally applies to instruments that
substantially replicate the economic performance of one or more U.S. underlying equities, as determined based on tests set forth in the applicable Treasury regulations (a “specified equity-linked instrument” or “specified ELI”).
However, the regulations exempt financial instruments issued in 2017 that do not have a “delta” of one. Based on the terms of the notes and representations provided by us, our counsel is of the opinion that the notes should not be treated
as transactions that have a “delta” of one within the meaning of the regulations with respect to any U.S. underlying equity and, therefore, should not be specified ELIs subject to withholding tax under Section 871(m).
A determination that the notes are not subject to Section 871(m) is not binding on the IRS, and the IRS may disagree with this treatment. Moreover,
Section 871(m) is complex and its application may depend on your particular circumstances. For example, if you enter into other transactions relating to a U.S. underlying equity, you could be subject to withholding tax or income tax liability
under Section 871(m) even if the notes are not specified ELIs subject to Section 871(m) as a general matter. You should consult your tax adviser regarding the potential application of Section 871(m) to the notes.
This information is indicative and will be updated in the final pricing supplement or may otherwise be updated by us in writing from time to time. Non-U.S. holders should
be warned that Section 871(m) may apply to the notes based on circumstances as of the pricing date for the notes and, therefore, it is possible that the notes will be subject to withholding tax under Section 871(m).
In the event withholding applies, we will not be required to pay any additional amounts with respect to amounts withheld.
You should read the section entitled “United States Federal Tax Considerations” in the accompanying product supplement. The preceding discussion, when read
in combination with that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning and disposing of the notes.
You should consult your tax adviser regarding all aspects of the U.S. federal income and estate tax consequences of an investment in the notes and any tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction.
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Leveraged Index Return Notes
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TS-32
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