*To the extent that we make any change to the expected pricing date or expected issue date, the calculation days and stated
maturity date may also be changed in our discretion to ensure that the term of the securities remains the same.
On each quarterly contingent coupon payment date, you will either receive a contingent coupon payment or you
will not receive a contingent coupon payment, depending on the closing level of the lowest performing Index on the related quarterly calculation day.
On the stated maturity date, if we have not redeemed the securities prior to the stated maturity date, you
will receive (in addition to the final contingent coupon payment, if any) a cash payment per security (the redemption amount) calculated as follows:
The following profile illustrates the potential payment at stated maturity on the securities (excluding the
final contingent coupon payment, if any) for a range of hypothetical performances of the lowest performing Index on the final calculation day from its starting level to its ending level, assuming the securities have not been redeemed prior to the
stated maturity date. This graph has been prepared for purposes of illustration only. Your actual return will depend on the actual ending level of the lowest performing Index on the final calculation day and whether you hold your securities to
stated maturity. The performance of the better performing Index is not relevant to your return on the securities.
The U.S. Federal Tax Consequences Of An Investment In The Securities Are Unclear.
There is no direct legal authority as to the proper U.S. federal tax treatment of the securities, and we do not intend to request a ruling from
the Internal Revenue Service (the
IRS
). Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the treatment of the securities as described in this
pricing supplement under United States Federal Tax Considerations. If the IRS were successful in asserting an alternative treatment, the tax consequences of ownership and disposition of the securities might be materially and adversely
affected.
Non-U.S.
holders should note that persons having withholding responsibility in
respect of the securities may withhold on any coupon payment paid to a
non-U.S.
holder, generally at a rate of 30%. To the extent that we have withholding responsibility in respect of the securities, we intend
to so withhold.
In addition, Section 871(m) of the Internal Revenue Code of 1986, as amended (the
Code
),
imposes a withholding tax of up to 30% on dividend equivalents paid or deemed paid to
non-U.S.
investors in respect of certain financial instruments linked to U.S. equities. In light of IRS
regulations providing a general exemption for financial instruments issued in 2017 that do not have a delta of one, as of the date of this preliminary pricing supplement the securities should not be subject to withholding under
Section 871(m). However, information about the application of Section 871(m) to the securities will be updated in the final pricing supplement. Moreover, the IRS could challenge a conclusion that the securities should not be subject to
withholding under Section 871(m).
We will not be required to pay any additional amounts with respect to amounts withheld.
You should read carefully the discussion under United States Federal Tax Considerations in this pricing supplement and consult your
tax adviser regarding the U.S. federal tax consequences of an investment in the securities.
PRS-18
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
If we redeem the securities prior to stated maturity:
If we redeem the securities prior to stated maturity, you will receive the original offering price of your securities plus a final contingent
coupon payment, if any, on the applicable optional redemption date. In the event we redeem the securities prior to stated maturity, your total return on the securities will equal any contingent coupon payments received prior to the applicable
optional redemption date and the contingent coupon payment received on such optional redemption date, if any.
If we do not redeem the securities prior
to stated maturity:
If we do not redeem the securities prior to stated maturity, the following table illustrates, for a range of
hypothetical performance factors of the lowest performing Index on the final calculation day, the hypothetical redemption amount payable at stated maturity per security (excluding the final contingent coupon payment, if any). The performance factor
of the lowest performing Index on the final calculation day is its ending level expressed as a percentage of its starting level (i.e., its ending level
divided by
its starting level).
|
|
|
Hypothetical performance factor of
lowest performing Index on final
calculation day
|
|
Hypothetical payment at stated
maturity per security
|
175.00%
|
|
$1,000.00
|
160.00%
|
|
$1,000.00
|
150.00%
|
|
$1,000.00
|
140.00%
|
|
$1,000.00
|
130.00%
|
|
$1,000.00
|
120.00%
|
|
$1,000.00
|
110.00%
|
|
$1,000.00
|
100.00%
|
|
$1,000.00
|
90.00%
|
|
$1,000.00
|
80.00%
|
|
$1,000.00
|
70.00%
|
|
$1,000.00
|
69.00%
|
|
$690.00
|
65.00%
|
|
$650.00
|
60.00%
|
|
$600.00
|
50.00%
|
|
$500.00
|
25.00%
|
|
$250.00
|
The above figures do not take into account contingent coupon payments, if any, received during the term of the
securities. As evidenced above, in no event will you have a positive rate of return based solely on the redemption amount received at maturity; any positive return will be based solely on the contingent coupon payments, if any, received during the
term of the securities.
The above figures are for purposes of illustration only and may have been rounded for ease of analysis. If we do
not redeem the securities prior to stated maturity, the actual amount you will receive at stated maturity will depend on the actual ending level of the lowest performing Index on the final calculation day. The performance of the better performing
Index is not relevant to your return on the securities.
PRS-19
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
Hypothetical Contingent Coupon Payments
|
Set forth below are two examples that illustrate how to determine whether a contingent coupon payment will be
paid on a quarterly contingent coupon payment date. The examples do not reflect any specific quarterly contingent coupon payment date. The following examples assume the hypothetical starting level, threshold level and closing levels for each Index
indicated in the examples. The per annum contingent coupon rate will be determined on the pricing date. These examples are for purposes of illustration only and the values used in the examples may have been rounded for ease of analysis. If we were
to redeem the securities on the relevant contingent coupon payment date in either of the examples below, you would receive the original offering price on the contingent coupon payment date in addition to the contingent coupon payment, if any.
Example 1. The closing level of the lowest performing Index on the relevant calculation day is greater than or equal to its threshold
level. As a result, investors receive a contingent coupon payment on the applicable quarterly contingent coupon payment date.
|
|
|
|
|
|
|
S&P 500 Index
|
|
Russell 2000 Index
|
Hypothetical starting
level:
|
|
2465.10
|
|
1398.674
|
Hypothetical closing level on
relevant calculation day:
|
|
2218.59
|
|
1049.006
|
Hypothetical threshold
level:
|
|
1725.57
|
|
979.0718
|
Performance factor (closing level on calculation day
divided by
starting level):
|
|
90.00%
|
|
75.00%
|
Step 1
: Determine which Index is the lowest performing Index on the relevant calculation
day.
In this example, the Russell 2000 Index has the lowest performance factor and is, therefore, the lowest performing
Index on the relevant calculation day.
Step 2
: Determine whether a contingent coupon payment will be paid on the
applicable quarterly contingent coupon payment date.
Since the hypothetical closing level of the lowest performing Index
on the relevant calculation day is greater than or equal to its threshold level, you would receive a contingent coupon payment on the applicable contingent coupon payment date. The contingent coupon payment would be equal to the product of $1,000
× contingent coupon rate × (90/360), rounded to the nearest cent.
Example 2. The closing level of the lowest
performing Index on the relevant calculation day is less than its threshold level. As a result, investors do not receive a contingent coupon payment on the applicable quarterly contingent coupon payment date.
|
|
|
|
|
|
|
S&P 500 Index
|
|
Russell 2000 Index
|
Hypothetical starting
level:
|
|
2465.10
|
|
1398.674
|
Hypothetical closing level on
relevant calculation day:
|
|
1700.92
|
|
1468.608
|
Hypothetical threshold
level:
|
|
1725.57
|
|
979.0718
|
Performance factor (closing level on calculation day
divided by
starting level):
|
|
69.00%
|
|
105.00%
|
Step 1
: Determine which Index is the lowest performing Index on the relevant calculation
day.
In this example, the S&P 500 Index has the lowest performance factor and is, therefore, the lowest performing
Index on the relevant calculation day.
Step 2
: Determine whether a contingent coupon payment will be paid on the
applicable quarterly contingent coupon payment date.
Since the hypothetical closing level of the lowest performing Index
on the relevant calculation day is less than its threshold level, you would not receive a contingent coupon payment on the applicable contingent coupon payment date. As this example illustrates, whether you receive a contingent coupon payment on a
quarterly contingent coupon payment date will depend solely on the closing level of the lowest performing Index on the relevant calculation day. The performance of the better performing Index is not relevant to your return on the securities.
PRS-20
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
Hypothetical Payment at Stated Maturity
|
Set forth below are three examples of calculations of the redemption amount payable at stated maturity,
assuming that we have not redeemed the securities prior to stated maturity and assuming the hypothetical starting level, threshold level, and ending levels for each Index indicated in the examples. These examples are for purposes of illustration
only and the values used in the examples may have been rounded for ease of analysis.
Example 1. The ending level of the lowest
performing Index on the final calculation day is greater than its starting level, the redemption amount is equal to the original offering price of your securities at maturity and you receive a final contingent coupon payment:
|
|
|
|
|
|
|
S&P 500 Index
|
|
Russell 2000 Index
|
Hypothetical starting
level:
|
|
2465.10
|
|
1398.674
|
Hypothetical ending
level:
|
|
3327.89
|
|
1748.343
|
Hypothetical threshold
level:
|
|
1725.57
|
|
979.0718
|
Performance factor (ending level
divided by
starting level):
|
|
135.00%
|
|
125.00%
|
Step 1
: Determine which Index is the lowest performing Index on the final calculation
day.
In this example, the Russell 2000 Index has the lowest performance factor and is, therefore, the lowest performing
Index on the final calculation day.
Step 2
: Determine the redemption amount based on the ending level of the lowest
performing Index on the final calculation day.
Since the hypothetical ending level of the lowest performing Index on the
final calculation day is greater than its hypothetical threshold level, the redemption amount would equal the original offering price. Although the hypothetical ending level of the lowest performing Index on the final calculation day is
significantly greater than its hypothetical starting level in this scenario, the redemption amount will not exceed the original offering price.
In addition to any contingent coupon payments received during the term of the securities, on the stated maturity date you would
receive $1,000 per security as well as a final contingent coupon payment.
Example 2. The ending level of the lowest performing
Index on the final calculation day is less than its starting level but greater than its threshold level, the redemption amount is equal to the original offering price of your securities at maturity and you receive a final contingent coupon payment:
|
|
|
|
|
|
|
S&P 500 Index
|
|
Russell 2000 Index
|
Hypothetical starting
level:
|
|
2465.10
|
|
1398.674
|
Hypothetical ending
level:
|
|
1848.83
|
|
1538.541
|
Hypothetical threshold
level:
|
|
1725.57
|
|
979.0718
|
Performance factor (ending level
divided by
starting level):
|
|
75.00%
|
|
110.00%
|
Step 1
: Determine which Index is the lowest performing Index on the final calculation
day.
In this example, the S&P 500 Index has the lowest performance factor and is, therefore, the lowest performing
Index on the final calculation day.
Step 2
: Determine the redemption amount based on the ending level of the lowest
performing Index on the final calculation day.
Since the hypothetical ending level of the lowest performing Index is less
than its hypothetical starting level, but not by more than 30%, you would be repaid the original offering price of your securities at maturity.
In addition to any contingent coupon payments received during the term of the securities, on the stated maturity date you would
receive $1,000 per security as well as a final contingent coupon payment.
PRS-21
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
Hypothetical Payment at Stated Maturity (Continued)
|
Example 3. The ending level of the lowest performing Index on the final calculation
day is less than its threshold level, the redemption amount is less than the original offering price of your securities at maturity and you do not receive a final contingent coupon payment:
|
|
|
|
|
|
|
S&P 500 Index
|
|
Russell 2000 Index
|
Hypothetical starting
level:
|
|
2465.10
|
|
1398.674
|
Hypothetical ending
level:
|
|
2958.12
|
|
629.403
|
Hypothetical threshold
level:
|
|
1725.57
|
|
979.0718
|
Performance factor (ending level
divided by
starting level):
|
|
120.00%
|
|
45.00%
|
Step 1
: Determine which Index is the lowest performing Index on the final calculation
day.
In this example, the Russell 2000 Index has the lowest performance factor and is, therefore, the lowest performing
Index on the final calculation day.
Step 2
: Determine the redemption amount based on the ending level of the lowest
performing Index on the final calculation day.
Since the hypothetical ending level of the lowest performing Index on the
final calculation day is less than its hypothetical starting level by more than 30%, you would lose a portion of the original offering price of your securities and receive the redemption amount equal to $450.00 per security, calculated as follows:
= $1,000 × performance factor of the lowest performing Index on the final calculation day
= $1,000 × 45.00%
= $450.00
In addition to any contingent coupon payments received during the term of the securities, on the stated maturity date you would
receive $450.00 per security, but no final contingent coupon payment.
These examples illustrate that you will not participate in any
appreciation of either Index, but will be fully exposed to a decrease in the lowest performing Index if the ending level of the lowest performing Index on the final calculation day is less than its threshold level, even if the ending level of the
other Index has appreciated or has not declined below its threshold level.
To the extent that the starting level, threshold level and
ending level of the lowest performing Index differ from the values assumed above, the results indicated above would be different.
PRS-22
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
Additional Terms of the Securities
|
Wells Fargo will issue the securities as part of a series of senior unsecured debt securities entitled
Medium-Term Notes, Series K, which is more fully described in the prospectus supplement. Information included in this pricing supplement supersedes information in the market measure supplement, prospectus supplement and prospectus to the
extent that it is different from that information.
Certain Definitions
A
trading day
with respect to an Index means a day, as determined by the calculation agent, on which (i) the relevant
stock exchanges with respect to each security underlying such Index are scheduled to be open for trading for their respective regular trading sessions and (ii) each related futures or options exchange with respect to such Index is scheduled to
be open for trading for its regular trading session.
The
relevant stock exchange
for any security underlying an Index
means the primary exchange or quotation system on which such security is traded, as determined by the calculation agent.
The
related futures or options exchange
for an Index means an exchange or quotation system where trading has a material effect (as determined by the calculation agent) on the overall market for futures or options contracts relating to
such Index.
Calculation Agent
Wells
Fargo Securities, LLC, one of our subsidiaries, will act as calculation agent for the securities and may appoint agents to assist it in the performance of its duties. Pursuant to a calculation agent agreement, we may appoint a different calculation
agent without your consent and without notifying you.
The calculation agent will determine the amount of the payment you receive upon
redemption or at stated maturity and the contingent coupon payments, if any. In addition, the calculation agent will, among other things:
|
●
|
|
determine whether a market disruption event has occurred;
|
|
●
|
|
determine the closing levels of the Indices under certain circumstances;
|
|
●
|
|
determine if adjustments are required to the closing level of an Index under various circumstances; and
|
|
●
|
|
if publication of an Index is discontinued, select a successor equity index (as defined below) or, if no
successor equity index is available, determine the closing level of that Index.
|
All determinations made by the
calculation agent will be at the sole discretion of the calculation agent and, in the absence of manifest error, will be conclusive for all purposes and binding on us and you. The calculation agent will have no liability for its determinations.
Market Disruption Events
A
market disruption event
with respect to an Index means any of the following events as determined by the calculation agent in its sole discretion:
|
(A)
|
The occurrence or existence of a material suspension of or limitation imposed on trading by the relevant stock
exchanges or otherwise relating to securities which then comprise 20% or more of the level of such Index or any successor equity index at any time during the
one-hour
period that ends at the close of trading
on that day, whether by reason of movements in price exceeding limits permitted by those relevant stock exchanges or otherwise.
|
|
(B)
|
The occurrence or existence of a material suspension of or limitation imposed on trading by any related
futures or options exchange or otherwise in futures or options contracts relating to such Index or any successor equity index on any related futures or options exchange at any time during the
one-hour
period
that ends at the close of trading on that day, whether by reason of movements in price exceeding limits permitted by the related futures or options exchange or otherwise.
|
|
(C)
|
The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the
ability of market participants in general to effect transactions in, or obtain market values for, securities that then comprise 20% or more of the level of such Index or any successor equity index on their relevant stock exchanges at any time during
the
one-hour
period that ends at the close of trading on that day.
|
|
(D)
|
The occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the
ability of market participants in general to effect transactions in, or obtain market values for, futures or options contracts relating to such Index or any successor equity index on any related futures or options exchange at any time during the
one-hour
period that ends at the close of trading on that day.
|
PRS-23
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
Additional Terms of the Securities (Continued)
|
|
(E)
|
The closure on any exchange business day of the relevant stock exchanges on which securities that then
comprise 20% or more of the level of such Index or any successor equity index are traded or any related futures or options exchange with respect to such Index or any successor equity index prior to its scheduled closing time unless the earlier
closing time is announced by the relevant stock exchange or related futures or options exchange, as applicable, at least one hour prior to the earlier of (1) the actual closing time for the regular trading session on such relevant stock
exchange or related futures or options exchange, as applicable, and (2) the submission deadline for orders to be entered into the relevant stock exchange or related futures or options exchange, as applicable, system for execution at such actual
closing time on that day.
|
|
(F)
|
The relevant stock exchange for any security underlying such Index or successor equity index or any related
futures or options exchange with respect to such Index or successor equity index fails to open for trading during its regular trading session.
|
For purposes of determining whether a market disruption event has occurred with respect to an Index:
|
(1)
|
the relevant percentage contribution of a security to the level of such Index or any successor equity index
will be based on a comparison of (x) the portion of the level of such Index attributable to that security and (y) the overall level of such Index or successor equity index, in each case immediately before the occurrence of the market
disruption event;
|
|
(2)
|
the
close of trading
on any trading day for such Index or any successor equity index means
the scheduled closing time of the relevant stock exchanges with respect to the securities underlying such Index or successor equity index on such trading day; provided that, if the actual closing time of the regular trading session of any such
relevant stock exchange is earlier than its scheduled closing time on such trading day, then (x) for purposes of clauses (A) and (C) of the definition of market disruption event above, with respect to any security underlying
such Index or successor equity index for which such relevant stock exchange is its relevant stock exchange, the close of trading means such actual closing time and (y) for purposes of clauses (B) and (D) of the definition of
market disruption event above, with respect to any futures or options contract relating to such Index or successor equity index, the close of trading means the latest actual closing time of the regular trading session of any
of the relevant stock exchanges, but in no event later than the scheduled closing time of the relevant stock exchanges;
|
|
(3)
|
the
scheduled closing time
of any relevant stock exchange or related futures or options
exchange on any trading day for such Index or any successor equity index means the scheduled weekday closing time of such relevant stock exchange or related futures or options exchange on such trading day, without regard to after hours or any other
trading outside the regular trading session hours; and
|
|
(4)
|
an
exchange business day
means any trading day for such Index or any successor equity index
on which each relevant stock exchange for the securities underlying such Index or any successor equity index and each related futures or options exchange with respect to such Index or any successor equity index are open for trading during their
respective regular trading sessions, notwithstanding any such relevant stock exchange or related futures or options exchange closing prior to its scheduled closing time.
|
If a market disruption event occurs or is continuing with respect to an Index on any calculation day, then such calculation day for such Index
will be postponed to the first succeeding trading day for such Index on which a market disruption event for such Index has not occurred and is not continuing; however, if such first succeeding trading day has not occurred as of the eighth trading
day for such Index after the originally scheduled calculation day, that eighth trading day shall be deemed to be the calculation day for such Index. If a calculation day has been postponed eight trading days for an Index after the originally
scheduled calculation day and a market disruption event occurs or is continuing with respect to such Index on such eighth trading day, the calculation agent will determine the closing level of such Index on such eighth trading day in accordance with
the formula for and method of calculating the closing level of such Index last in effect prior to commencement of the market disruption event, using the closing price (or, with respect to any relevant security, if a market disruption event has
occurred with respect to such security, its good faith estimate of the value of such security at the scheduled closing time of the relevant stock exchange for such security or, if earlier, the actual closing time of the regular trading session of
such relevant stock exchange) on such date of each security included in such Index. As used herein, closing price means, with respect to any security on any date, the relevant stock exchange traded or quoted price of such security as of
the scheduled closing time of the relevant stock exchange for such security or, if earlier, the actual closing time of the regular trading session of such relevant stock exchange. Notwithstanding the postponement of a calculation day for one Index
due to a market disruption event with respect to such Index on such calculation day, the originally scheduled calculation day will remain the calculation day for the other Index if such other Index is not affected by a market disruption event on
such day.
PRS-24
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
Additional Terms of the Securities (Continued)
|
Adjustments to an Index
If at any time a sponsor or publisher of an Index (each, an
index sponsor
) makes a material change in the formula for or the
method of calculating such Index, or in any other way materially modifies such Index (other than a modification prescribed in that formula or method to maintain such Index in the event of changes in constituent stock and capitalization and other
routine events), then, from and after that time, the calculation agent will, at the close of business in New York, New York, on each date that the closing level of such Index is to be calculated, calculate a substitute closing level of such Index in
accordance with the formula for and method of calculating such Index last in effect prior to the change, but using only those securities that comprised such Index immediately prior to that change. Accordingly, if the method of calculating an Index
is modified so that the level of such Index is a fraction or a multiple of what it would have been if it had not been modified, then the calculation agent will adjust such Index in order to arrive at a level of such Index as if it had not been
modified.
Discontinuance of an Index
If an index sponsor discontinues publication of an Index, and such index sponsor or another entity publishes a successor or substitute equity
index that the calculation agent determines, in its sole discretion, to be comparable to such Index (a
successor equity index
), then, upon the calculation agents notification of that determination to the trustee and Wells
Fargo, the calculation agent will substitute the successor equity index as calculated by the relevant index sponsor or any other entity for purposes of calculating the closing level of such Index on any date of determination. Upon any selection by
the calculation agent of a successor equity index, Wells Fargo will cause notice to be given to holders of the securities.
In the event
that an index sponsor discontinues publication of an Index prior to, and the discontinuance is continuing on, a calculation day and the calculation agent determines that no successor equity index is available at such time, the calculation agent will
calculate a substitute closing level for such Index in accordance with the formula for and method of calculating such Index last in effect prior to the discontinuance, but using only those securities that comprised such Index immediately prior to
that discontinuance. If a successor equity index is selected or the calculation agent calculates a level as a substitute for such Index, the successor equity index or level will be used as a substitute for such Index for all purposes, including the
purpose of determining whether a market disruption event exists.
If on a calculation day an index sponsor fails to calculate and announce
the level of an Index, the calculation agent will calculate a substitute closing level of such Index in accordance with the formula for and method of calculating such Index last in effect prior to the failure, but using only those securities that
comprised such Index immediately prior to that failure;
provided
that, if a market disruption event occurs or is continuing on such day with respect to such Index, then the provisions set forth above under Market Disruption
Events shall apply in lieu of the foregoing.
Notwithstanding these alternative arrangements, discontinuance of the publication of,
or the failure by the relevant index sponsor to calculate and announce the level of, an Index may adversely affect the value of the securities.
Events
of Default and Acceleration
If an event of default with respect to the securities has occurred and is continuing, the amount payable
to a holder of a security upon any acceleration permitted by the securities, with respect to each security, will be equal to the redemption amount, calculated as provided herein, plus a portion of a final contingent coupon payment, if any. The
redemption amount and any final contingent coupon payment will be calculated as though the date of acceleration were the final calculation day. The final contingent coupon payment, if any, will be prorated from and including the immediately
preceding contingent coupon payment date to but excluding the date of acceleration.
PRS-25
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
The S&P 500 Index is an equity index that is intended to provide an indication of the pattern of common
stock price movement in the large capitalization segment of the United States equity market. Wells Fargo & Company is one of the companies currently included in the S&P 500 Index. See Description of Equity IndicesThe S&P
500
®
Index in the accompanying market measure supplement for additional information about the S&P 500 Index. In addition to the criteria for addition to the S&P 500 Index set
forth in the accompanying market measure supplement, a company must have a primary listing to its common stock on the NYSE, NYSE Arca, NYSE American, NASDAQ Global Select Market, NASDAQ Select Market, NASDAQ Capital Market, Bats BZX, Bats BYX, Bats
EDGA, Bats EDGX or IEX. Companies included in the S&P 500 Index must have a market capitalization of $6.1 billion or more (an increase from the previous market capitalization requirement of $5.3 billion or more). As of July 31,
2017, the securities of companies with multiple share class structures are no longer eligible to be added to the S&P 500 Index, but securities already included in the S&P 500 Index have been grandfathered and are not affected by this change.
In addition, information about the S&P 500 Index may be obtained from other sources including, but not limited to, the S&P 500
Index sponsors website (including information regarding the S&P 500 Indexs sector weightings). We are not incorporating by reference into this pricing supplement the website or any material it includes. Neither we nor the agent makes
any representation that such publicly available information regarding the S&P 500 Index is accurate or complete.
Historical Information
We obtained the closing levels of the S&P 500 Index listed below from Bloomberg Financial Markets, without independent verification.
The following graph sets forth daily closing levels of the S&P 500 Index for the period from January 1, 2007 to September 7,
2017. The closing level on September 7, 2017 was 2465.10. The historical performance of the S&P 500 Index should not be taken as an indication of the future performance of the S&P 500 Index during the term of the securities.
PRS-26
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
The S&P 500
®
Index (Continued)
|
The following table sets forth the high and low closing levels, as well as
end-of-period
closing levels, of the S&P 500 Index for each quarter in the period from January 1, 2007 through June 30, 2017 and for the period from July 1,
2017 to September 7, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Last
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
1459.68
|
|
|
|
1374.12
|
|
|
|
1420.86
|
|
Second Quarter
|
|
|
1539.18
|
|
|
|
1424.55
|
|
|
|
1503.35
|
|
Third Quarter
|
|
|
1553.08
|
|
|
|
1406.70
|
|
|
|
1526.75
|
|
Fourth Quarter
|
|
|
1565.15
|
|
|
|
1407.22
|
|
|
|
1468.36
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
1447.16
|
|
|
|
1273.37
|
|
|
|
1322.70
|
|
Second Quarter
|
|
|
1426.63
|
|
|
|
1278.38
|
|
|
|
1280.00
|
|
Third Quarter
|
|
|
1305.32
|
|
|
|
1106.39
|
|
|
|
1166.36
|
|
Fourth Quarter
|
|
|
1161.06
|
|
|
|
752.44
|
|
|
|
903.25
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
934.70
|
|
|
|
676.53
|
|
|
|
797.87
|
|
Second Quarter
|
|
|
946.21
|
|
|
|
811.08
|
|
|
|
919.32
|
|
Third Quarter
|
|
|
1071.66
|
|
|
|
879.13
|
|
|
|
1057.08
|
|
Fourth Quarter
|
|
|
1127.78
|
|
|
|
1025.21
|
|
|
|
1115.10
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
1174.17
|
|
|
|
1056.74
|
|
|
|
1169.43
|
|
Second Quarter
|
|
|
1217.28
|
|
|
|
1030.71
|
|
|
|
1030.71
|
|
Third Quarter
|
|
|
1148.67
|
|
|
|
1022.58
|
|
|
|
1141.20
|
|
Fourth Quarter
|
|
|
1259.78
|
|
|
|
1137.03
|
|
|
|
1257.64
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
1343.01
|
|
|
|
1256.88
|
|
|
|
1325.83
|
|
Second Quarter
|
|
|
1363.61
|
|
|
|
1265.42
|
|
|
|
1320.64
|
|
Third Quarter
|
|
|
1353.22
|
|
|
|
1119.46
|
|
|
|
1131.42
|
|
Fourth Quarter
|
|
|
1285.09
|
|
|
|
1099.23
|
|
|
|
1257.60
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
1416.51
|
|
|
|
1277.06
|
|
|
|
1408.47
|
|
Second Quarter
|
|
|
1419.04
|
|
|
|
1278.04
|
|
|
|
1362.16
|
|
Third Quarter
|
|
|
1465.77
|
|
|
|
1334.76
|
|
|
|
1440.67
|
|
Fourth Quarter
|
|
|
1461.40
|
|
|
|
1353.33
|
|
|
|
1426.19
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
1569.19
|
|
|
|
1457.15
|
|
|
|
1569.19
|
|
Second Quarter
|
|
|
1669.16
|
|
|
|
1541.61
|
|
|
|
1606.28
|
|
Third Quarter
|
|
|
1725.52
|
|
|
|
1614.08
|
|
|
|
1681.55
|
|
Fourth Quarter
|
|
|
1848.36
|
|
|
|
1655.45
|
|
|
|
1848.36
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
1878.04
|
|
|
|
1741.89
|
|
|
|
1872.34
|
|
Second Quarter
|
|
|
1962.87
|
|
|
|
1815.69
|
|
|
|
1960.23
|
|
Third Quarter
|
|
|
2011.36
|
|
|
|
1909.57
|
|
|
|
1972.29
|
|
Fourth Quarter
|
|
|
2090.57
|
|
|
|
1862.49
|
|
|
|
2058.90
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
2117.39
|
|
|
|
1992.67
|
|
|
|
2067.89
|
|
Second Quarter
|
|
|
2130.82
|
|
|
|
2057.64
|
|
|
|
2063.11
|
|
Third Quarter
|
|
|
2128.28
|
|
|
|
1867.61
|
|
|
|
1920.03
|
|
Fourth Quarter
|
|
|
2109.79
|
|
|
|
1923.82
|
|
|
|
2043.94
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
2063.95
|
|
|
|
1829.08
|
|
|
|
2059.74
|
|
Second Quarter
|
|
|
2119.12
|
|
|
|
2000.54
|
|
|
|
2098.86
|
|
Third Quarter
|
|
|
2190.15
|
|
|
|
2088.55
|
|
|
|
2168.27
|
|
Fourth Quarter
|
|
|
2271.72
|
|
|
|
2085.18
|
|
|
|
2238.83
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
2395.96
|
|
|
|
2257.83
|
|
|
|
2362.72
|
|
Second Quarter
|
|
|
2453.46
|
|
|
|
2328.95
|
|
|
|
2423.41
|
|
July 1, 2017 to September 7, 2017
|
|
|
2480.91
|
|
|
|
2409.75
|
|
|
|
2465.10
|
|
PRS-27
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
The Russell 2000 Index is an equity index that is designed to track the performance of the small
capitalization segment of the United States equity market. The Russell 2000 Index was developed by Russell Investments before FTSE International Limited and Russell Investments combined in 2015 to create FTSE Russell, which is wholly owned by the
London Stock Exchange Group. FTSE Russell is the index sponsor of the Russell 2000 Index. The information about the Russell 2000 Index contained herein updates the information included in the accompanying market measure supplement. See
Description of Equity IndicesThe Russell 2000
®
Index in the accompanying market measure supplement for additional information about the Russell 2000 Index.
In addition, information about the Russell 2000 Index may be obtained from other sources including, but not limited to, the Russell 2000 Index
sponsors website (including information regarding the Russell 2000 Indexs sector weightings). We are not incorporating by reference into this pricing supplement the website or any material it includes. Neither we nor the agent makes any
representation that such publicly available information regarding the Russell 2000 Index is accurate or complete.
Historical Information
We obtained the closing levels of the Russell 2000 Index listed below from Bloomberg Financial Markets, without independent verification.
The following graph sets forth daily closing levels of the Russell 2000 Index for the period from January 1, 2007 to September 7,
2017. The closing level on September 7, 2017 was 1398.674. The historical performance of the Russell 2000 Index should not be taken as an indication of the future performance of the Russell 2000 Index during the term of the securities.
PRS-28
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
The Russell 2000
®
Index (Continued)
|
The following table sets forth the high and low closing levels, as well as
end-of-period
closing levels, of the Russell 2000 Index for each quarter in the period from January 1, 2007 through June 30, 2017 and for the period from
July 1, 2017 to September 7, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Last
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
829.458
|
|
|
|
760.081
|
|
|
|
800.729
|
|
Second Quarter
|
|
|
855.113
|
|
|
|
803.237
|
|
|
|
833.719
|
|
Third Quarter
|
|
|
855.794
|
|
|
|
751.544
|
|
|
|
805.450
|
|
Fourth Quarter
|
|
|
845.720
|
|
|
|
735.066
|
|
|
|
766.037
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
753.554
|
|
|
|
643.966
|
|
|
|
687.967
|
|
Second Quarter
|
|
|
763.266
|
|
|
|
686.073
|
|
|
|
689.659
|
|
Third Quarter
|
|
|
754.377
|
|
|
|
657.718
|
|
|
|
679.583
|
|
Fourth Quarter
|
|
|
671.590
|
|
|
|
385.308
|
|
|
|
499.453
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
514.710
|
|
|
|
343.260
|
|
|
|
422.748
|
|
Second Quarter
|
|
|
531.680
|
|
|
|
429.158
|
|
|
|
508.281
|
|
Third Quarter
|
|
|
620.695
|
|
|
|
479.267
|
|
|
|
604.278
|
|
Fourth Quarter
|
|
|
634.072
|
|
|
|
562.395
|
|
|
|
625.389
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
690.303
|
|
|
|
586.491
|
|
|
|
678.643
|
|
Second Quarter
|
|
|
741.922
|
|
|
|
609.486
|
|
|
|
609.486
|
|
Third Quarter
|
|
|
677.641
|
|
|
|
590.034
|
|
|
|
676.139
|
|
Fourth Quarter
|
|
|
792.347
|
|
|
|
669.450
|
|
|
|
783.647
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
843.548
|
|
|
|
773.184
|
|
|
|
843.548
|
|
Second Quarter
|
|
|
865.291
|
|
|
|
777.197
|
|
|
|
827.429
|
|
Third Quarter
|
|
|
858.113
|
|
|
|
643.421
|
|
|
|
644.156
|
|
Fourth Quarter
|
|
|
765.432
|
|
|
|
609.490
|
|
|
|
740.916
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
846.129
|
|
|
|
747.275
|
|
|
|
830.301
|
|
Second Quarter
|
|
|
840.626
|
|
|
|
737.241
|
|
|
|
798.487
|
|
Third Quarter
|
|
|
864.697
|
|
|
|
767.751
|
|
|
|
837.450
|
|
Fourth Quarter
|
|
|
852.494
|
|
|
|
769.483
|
|
|
|
849.349
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
953.068
|
|
|
|
872.605
|
|
|
|
951.542
|
|
Second Quarter
|
|
|
999.985
|
|
|
|
901.513
|
|
|
|
977.475
|
|
Third Quarter
|
|
|
1078.409
|
|
|
|
989.535
|
|
|
|
1073.786
|
|
Fourth Quarter
|
|
|
1163.637
|
|
|
|
1043.459
|
|
|
|
1163.637
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
1208.651
|
|
|
|
1093.594
|
|
|
|
1173.038
|
|
Second Quarter
|
|
|
1192.964
|
|
|
|
1095.986
|
|
|
|
1192.964
|
|
Third Quarter
|
|
|
1208.150
|
|
|
|
1101.676
|
|
|
|
1101.676
|
|
Fourth Quarter
|
|
|
1219.109
|
|
|
|
1049.303
|
|
|
|
1204.696
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
1266.373
|
|
|
|
1154.709
|
|
|
|
1252.772
|
|
Second Quarter
|
|
|
1295.799
|
|
|
|
1215.417
|
|
|
|
1253.947
|
|
Third Quarter
|
|
|
1273.328
|
|
|
|
1083.907
|
|
|
|
1100.688
|
|
Fourth Quarter
|
|
|
1204.159
|
|
|
|
1097.552
|
|
|
|
1135.889
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
1114.028
|
|
|
|
953.715
|
|
|
|
1114.028
|
|
Second Quarter
|
|
|
1188.954
|
|
|
|
1089.646
|
|
|
|
1151.923
|
|
Third Quarter
|
|
|
1263.438
|
|
|
|
1139.453
|
|
|
|
1251.646
|
|
Fourth Quarter
|
|
|
1388.073
|
|
|
|
1156.885
|
|
|
|
1357.130
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
1413.635
|
|
|
|
1345.598
|
|
|
|
1385.920
|
|
Second Quarter
|
|
|
1425.985
|
|
|
|
1345.244
|
|
|
|
1415.359
|
|
July 1, 2017 to September 7, 2017
|
|
|
1450.387
|
|
|
|
1356.905
|
|
|
|
1398.674
|
|
PRS-29
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
Benefit Plan Investor Considerations
|
Each fiduciary of a pension, profit-sharing or other employee benefit plan to which Title I of the Employee
Retirement Income Security Act of 1974 (
ERISA
) applies (a
plan
), should consider the fiduciary standards of ERISA in the context of the plans particular circumstances before authorizing an investment in
the securities. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the
plan. When we use the term
holder
in this section, we are referring to a beneficial owner of the securities and not the record holder.
Section 406 of ERISA and Section 4975 of the Code prohibit plans, as well as individual retirement accounts and Keogh plans to which
Section 4975 of the Code applies (also
plans
), from engaging in specified transactions involving plan assets with persons who are parties in interest under ERISA or disqualified persons
under the Code (collectively,
parties in interest
) with respect to such plan. A violation of those prohibited transaction rules may result in an excise tax or other liabilities under ERISA and/or Section 4975 of
the Code for such persons, unless statutory or administrative exemptive relief is available. Therefore, a fiduciary of a plan should also consider whether an investment in the securities might constitute or give rise to a prohibited transaction
under ERISA and the Code.
Employee benefit plans that are governmental plans, as defined in Section 3(32) of ERISA, certain church
plans, as defined in Section 3(33) of ERISA, and foreign plans, as described in Section 4(b)(4) of ERISA (collectively,
Non-ERISA
Arrangements
), are not subject to the requirements
of ERISA, or Section 4975 of the Code, but may be subject to similar rules under other applicable laws or regulations (
Similar Laws
).
We and our affiliates may each be considered a party in interest with respect to many plans. Special caution should be exercised, therefore,
before the securities are purchased by a plan. In particular, the fiduciary of the plan should consider whether statutory or administrative exemptive relief is available. The U.S. Department of Labor has issued five prohibited transaction class
exemptions (
PTCEs
) that may provide exemptive relief for direct or indirect prohibited transactions resulting from the purchase or holding of the securities. Those class exemptions are:
|
●
|
|
PTCE
96-23,
for specified transactions determined by
in-house
asset managers;
|
|
●
|
|
PTCE
95-60,
for specified transactions involving insurance company
general accounts;
|
|
●
|
|
PTCE
91-38,
for specified transactions involving bank collective
investment funds;
|
|
●
|
|
PTCE
90-1,
for specified transactions involving insurance company
separate accounts; and
|
|
●
|
|
PTCE
84-14,
for specified transactions determined by independent
qualified professional asset managers.
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In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the
Code provide an exemption for transactions between a plan and a person who is a party in interest (other than a fiduciary who has or exercises any discretionary authority or control with respect to investment of the plan assets involved in the
transaction or renders investment advice with respect thereto) solely by reason of providing services to the plan (or by reason of a relationship to such a service provider), if in connection with the transaction of the plan receives no less, and
pays no more, than adequate consideration (within the meaning of Section 408(b)(17) of ERISA).
Any purchaser or holder of
the securities or any interest in the securities will be deemed to have represented by its purchase and holding that either:
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no portion of the assets used by such purchaser or holder to acquire or purchase the securities constitutes
assets of any plan or
Non-ERISA
Arrangement; or
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the purchase and holding of the securities by such purchaser or holder will not constitute a
non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any Similar Laws.
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Due to the complexity of these rules and the penalties that may be imposed upon persons involved in
non-exempt
prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the securities on behalf of or with plan assets of any plan consult with
their counsel regarding the potential consequences under ERISA and the Code of the acquisition of the securities and the availability of exemptive relief.
The securities are contractual financial instruments. The financial exposure provided by the securities is not a substitute or proxy for, and
is not intended as a substitute or proxy for, individualized investment management or advice for the benefit of any purchaser or
PRS-30
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
Benefit Plan Investor Considerations (Continued)
|
holder of the securities. The securities have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of any purchaser or holder of
the securities.
Each purchaser or holder of the securities acknowledges and agrees that:
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(i)
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the purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or
holder and the purchaser or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser or holder with respect to (a) the design and terms of the securities, (b) the
purchaser or holders investment in the securities, or (c) the exercise of or failure to exercise any rights we have under or with respect to the securities;
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(ii)
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we and our affiliates have acted and will act solely for our own account in connection with (a) all
transactions relating to the securities and (b) all hedging transactions in connection with our obligations under the securities;
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(iii)
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any and all assets and positions relating to hedging transactions by us or our affiliates are assets and
positions of those entities and are not assets and positions held for the benefit of the purchaser or holder;
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(iv)
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our interests may be adverse to the interests of the purchaser or holder; and
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(v)
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neither we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with
any such assets, positions or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice.
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Purchasers of the securities have the exclusive responsibility for ensuring that their purchase, holding and subsequent disposition of the
securities does not violate the fiduciary or prohibited transaction rules of ERISA, the Code or any Similar Law. Nothing herein shall be construed as a representation that an investment in the securities would be appropriate for, or would meet any
or all of the relevant legal requirements with respect to investments by, plans or
Non-ERISA
Arrangements generally or any particular plan or
Non-ERISA
Arrangement.
PRS-31
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
United States Federal Tax Considerations
|
The following is a discussion of the material U.S. federal income and certain estate tax consequences of the
ownership and disposition of the securities. It applies to you only if you purchase a security for cash at its stated principal amount and hold it as a capital asset within the meaning of Section 1221 of the Code. This discussion does not
address all of the tax consequences that may be relevant to you in light of your particular circumstances or if you are a holder subject to special rules, such as:
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a financial institution;
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a regulated investment company;
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a real estate investment trust;
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a
tax-exempt
entity, including an individual retirement
account or Roth IRA;
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a dealer or trader subject to a
mark-to-market
method of tax accounting with respect to the securities;
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a person holding a security as part of a straddle or conversion transaction or who has entered
into a constructive sale with respect to a security;
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a U.S. holder (as defined below) whose functional currency is not the U.S. dollar; or
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an entity classified as a partnership for U.S. federal income tax purposes.
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If an entity that is classified as a partnership for U.S. federal income tax purposes holds the securities, the U.S. federal income tax
treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partnership holding the securities or a partner in such a partnership, you should consult your tax adviser as to your
particular U.S. federal tax consequences of holding and disposing of the securities.
This discussion is based on the Code, administrative
pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date of this pricing supplement, changes to any of which subsequent to the date of this pricing supplement may affect the tax consequences
described herein, possibly with retroactive effect. This discussion does not address the effects of any applicable state, local or
non-U.S.
tax laws, any alternative minimum tax consequences or the potential
application of the Medicare tax on investment income. You should consult your tax adviser concerning the application of the U.S. federal income and estate tax laws to your particular situation (including the possibility of alternative treatments of
the securities), as well as any tax consequences arising under the laws of any state, local or
non-U.S.
jurisdiction.
Tax Treatment of the Securities
Due to the absence of statutory, judicial or administrative authorities that directly address the treatment of the securities or instruments
that are similar to the securities for U.S. federal income tax purposes, no assurance can be given that the IRS or a court will agree with the tax treatment described herein. We intend to treat a security for U.S. federal income tax purposes as a
prepaid derivative contract that provides for a coupon that will be treated as gross income to you at the time received or accrued in accordance with your regular method of tax accounting. In the opinion of our counsel, Davis Polk &
Wardwell LLP, this treatment of the securities is reasonable under current law; however, our counsel has advised us that it is unable to conclude affirmatively that this treatment is more likely than not to be upheld, and that alternative treatments
are possible.
You should consult your tax adviser regarding the U.S. federal tax consequences of an investment in the securities.
Unless otherwise stated, the following discussion is based on the treatment of the securities as described in the previous paragraph.
Tax Consequences to U.S. Holders
This section applies only to U.S. holders. You are a
U.S. holder
if you are a beneficial owner of a security that is, for
U.S. federal income tax purposes:
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a citizen or individual resident of the United States;
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PRS-32
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
United States Federal Tax Considerations (Continued)
|
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a corporation created or organized in or under the laws of the United States, any state thereof or the
District of Columbia; or
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an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
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Tax Treatment of Coupon Payments
. Any coupon payments on the securities should be taxable as ordinary income to
you at the time received or accrued in accordance with your regular method of accounting for U.S. federal income tax purposes.
Sale,
Exchange or Retirement of the Securities
. Upon a sale, exchange or retirement of the securities, you should recognize gain or loss equal to the difference between the amount realized on the sale, exchange or retirement and your tax basis in the
securities that are sold, exchanged or retired. For this purpose, the amount realized does not include any coupon paid at retirement and may not include sale proceeds attributable to an accrued coupon, which may be treated as a coupon payment. Your
tax basis in the securities should equal the amount you paid to acquire them. This gain or loss should be long-term capital gain or loss if you have held the securities for more than one year at the time of the sale, exchange or retirement, and
should be short-term capital gain or loss otherwise. The ordinary income treatment of the coupon payments, in conjunction with the capital loss treatment of any loss recognized upon the sale, exchange or settlement of the securities, could result in
adverse tax consequences to holders of the securities because the deductibility of capital losses is subject to limitations.
Possible
Alternative Tax Treatments of an Investment in the Securities
. Alternative U.S. federal income tax treatments of the securities are possible that, if applied, could materially and adversely affect the timing and/or character of income, gain or
loss with respect to them. It is possible, for example, that the securities could be treated as debt instruments governed by Treasury regulations relating to the taxation of contingent payment debt instruments. In that event, (i) regardless of
your regular method of tax accounting, in each year that you held the securities you would be required to accrue income, subject to certain adjustments, based on our comparable yield for similar
non-contingent
debt, determined as of the time of issuance of the securities, and (ii) any gain on the sale, exchange or retirement of the securities would be treated as ordinary income. Even if the securities are treated for U.S. federal income tax purposes
as prepaid derivative contracts rather than debt instruments, the IRS could treat the timing and character of income with respect to coupon payments in a manner different from that described above.
Other possible U.S. federal income tax treatments of the securities could also affect the timing and character of income or loss with respect
to the securities. 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 investors in 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; 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; and appropriate
transition rules and effective dates. While it is not clear whether the securities would be viewed as similar to the typical prepaid forward contract described in the notice, 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 securities, possibly with retroactive effect. You should consult your tax adviser regarding the possible alternative treatments of an investment in
the securities and the issues presented by this notice.
Tax Consequences to
Non-U.S.
Holders
This section applies only to
non-U.S.
holders. You are a
non-U.S.
holder
if you are a beneficial owner of a security that is, for U.S. federal income tax purposes:
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an individual who is classified as a nonresident alien;
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a foreign corporation; or
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a foreign trust or estate.
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PRS-33
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
United States Federal Tax Considerations (Continued)
|
You are not a
non-U.S.
holder for purposes of this
discussion if you are (i) an individual who is present in the United States for 183 days or more in the taxable year of disposition of a security, (ii) a former citizen or resident of the United States or (iii) a person for whom
income or gain in respect of the securities is effectively connected with the conduct of a trade or business in the United States. If you are or may become such a person during the period in which you hold a security, you should consult your tax
adviser regarding the U.S. federal tax consequences of an investment in the securities.
Because significant aspects of the tax treatment
of the securities are uncertain, persons having withholding responsibility in respect of the securities may withhold on any coupon payment paid to you, generally at a rate of 30%. To the extent that we have (or an affiliate of ours has) withholding
responsibility in respect of the securities, we intend to so withhold. In order to claim an exemption from, or a reduction in, the 30% withholding, you may need to comply with certification requirements to establish that you are not a U.S. person
and are eligible for such an exemption or reduction under an applicable tax treaty. You should consult your tax adviser regarding the tax treatment of the securities, including the possibility of obtaining a refund of any amounts withheld and the
certification requirement described above.
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 security
). However,
the regulations exempt financial instruments issued in 2017 that do not have a delta of one. Based on the terms of the securities and representations provided by us, our counsel is of the opinion that the securities 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 securities subject to withholding tax under Section 871(m).
A determination that the securities 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 securities are not specified securities 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 securities.
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 securities based on circumstances as of the pricing date for the securities and, therefore, it is possible
that the securities 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.
U.S. Federal Estate Tax
If you are an individual
non-U.S.
holder or an entity the property of which is potentially includible
in such an individuals gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), you should note that, absent an
applicable treaty exemption, a security may be treated as U.S.-situs property subject to U.S. federal estate tax. If you are such an individual or entity, you should consult your tax adviser regarding the U.S. federal estate tax consequences of
investing in the securities.
Information Reporting and Backup Withholding
Amounts paid on the securities, and the proceeds of a sale, exchange or other disposition of the securities, may be subject to information
reporting and, if you fail to provide certain identifying information (such as an accurate taxpayer identification number if you are a U.S. holder) or meet certain other conditions, may also be subject to backup withholding at the rate specified in
the Code. If you are a
non-U.S.
holder that provides an appropriate IRS Form
W-8,
you will generally establish an exemption from backup withholding. Amounts withheld
under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the relevant information is timely furnished to the IRS.
PRS-34
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019
|
United States Federal Tax Considerations (Continued)
|
FATCA
Legislation commonly referred to as FATCA generally imposes a withholding tax of 30% on payments to certain
non-U.S.
entities (including financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied. An
intergovernmental agreement between the United States and the
non-U.S.
entitys jurisdiction may modify these requirements. This legislation applies to certain financial instruments that are treated as
paying U.S.-source interest, dividends or dividend equivalents or other U.S.-source fixed or determinable annual or periodical income (
FDAP income
). If required under FATCA, withholding applies to payments of FDAP
income and, after 2018, to payments of gross proceeds of the disposition (including upon retirement) of certain financial instruments treated as paying U.S.-source interest or dividends. While the treatment of the securities is unclear, you should
assume that the securities will be subject to the FATCA rules, at least with respect to coupon payments. If withholding applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld. If you are a
non-U.S.
holder, or a U.S. holder holding securities through a
non-U.S.
intermediary, you should consult your tax adviser regarding the potential application of FATCA to the
securities.
THE TAX CONSEQUENCES OF OWNING AND DISPOSING OF THE SECURITIES ARE UNCLEAR. YOU SHOULD CONSULT YOUR TAX ADVISER REGARDING
THE TAX CONSEQUENCES OF OWNING AND DISPOSING OF THE SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL,
NON-U.S.
AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. FEDERAL OR OTHER TAX
LAWS.
The preceding discussion constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S.
federal tax consequences of owning and disposing of the securities.
PRS-35
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the S&P 500
®
Index
and the
Russell 2000
®
Index due September 16, 2019