*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. 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-19
|
|
|
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO STOXX
50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
|
|
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
|
60.00%
|
|
$1,000.00
|
50.00%
|
|
$1,000.00
|
49.00%
|
|
$490.00
|
40.00%
|
|
$400.00
|
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-20
|
|
|
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO STOXX
50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
|
|
|
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 closing 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. 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 coupon
threshold level. As a result, investors receive a contingent coupon payment on the applicable quarterly contingent coupon payment date.
|
|
|
|
|
|
|
|
|
|
|
|
|
EURO STOXX 50
Index
|
|
Russell 2000 Index
|
Starting level:
|
|
2849.17
|
|
1144.698
|
Hypothetical closing level on relevant
calculation day:
|
|
2564.25
|
|
915.758
|
Coupon threshold level:
|
|
2136.8775
|
|
858.5235
|
Performance factor (closing level on calculation
day
divided by
starting level):
|
|
90.00%
|
|
80.00%
|
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 coupon threshold level, you would receive a contingent coupon payment on the applicable contingent coupon payment date. The contingent coupon payment would be equal to $27.00 per
security, which is the product of $1,000 × 10.80% per annum × (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 coupon threshold level. As a result, investors do not receive a contingent coupon payment on the applicable quarterly contingent coupon payment date.
|
|
|
|
|
|
|
|
|
|
|
|
|
EURO STOXX 50
Index
|
|
Russell 2000 Index
|
Starting level:
|
|
2849.17
|
|
1144.698
|
Hypothetical closing level on relevant
calculation day:
|
|
2108.39
|
|
1201.933
|
Coupon threshold level:
|
|
2136.8775
|
|
858.5235
|
Performance factor (closing level on calculation
day
divided by
starting level):
|
|
74.00%
|
|
105.00%
|
Step 1
: Determine which Index is the lowest performing Index on the relevant calculation
day.
In this example, the EURO STOXX 50 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 coupon 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-21
|
|
|
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO
STOXX 50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
|
|
|
Hypothetical Payment at Stated Maturity
|
Set forth below are four examples of calculations of the redemption amount payable at stated
maturity (rounded to two decimal places), assuming that we have not redeemed the securities prior to stated maturity and assuming the hypothetical 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
EURO STOXX 50
Index
|
|
Russell 2000 Index
|
Starting level:
|
|
2849.17
|
|
1144.698
|
Hypothetical ending level:
|
|
3846.38
|
|
1430.873
|
Coupon threshold level:
|
|
2136.8775
|
|
858.5235
|
Downside threshold level:
|
|
1424.585
|
|
572.349
|
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 downside 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 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 downside threshold level and its coupon 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
EURO STOXX 50
Index
|
|
Russell 2000 Index
|
Starting level:
|
|
2849.17
|
|
1144.698
|
Hypothetical ending level:
|
|
2279.34
|
|
1259.168
|
Coupon threshold level:
|
|
2136.8775
|
|
858.5235
|
Downside threshold level:
|
|
1424.585
|
|
572.349
|
Performance factor (ending level
divided by
starting level):
|
|
80.00%
|
|
110.00%
|
Step 1
: Determine which Index is the lowest performing Index on the final calculation
day.
In this example, the EURO STOXX 50 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 starting level, but not by more than 50%, 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-22
|
|
|
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO
STOXX 50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
|
|
|
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 starting level and its coupon threshold level but greater than its downside threshold level and the redemption amount is equal to the original offering price of your securities at maturity, but you will not receive a final
contingent coupon payment:
|
|
|
|
|
|
|
|
|
|
|
|
|
EURO STOXX 50
Index
|
|
Russell 2000 Index
|
Starting level:
|
|
2849.17
|
|
1144.698
|
Hypothetical ending level:
|
|
1709.50
|
|
1259.168
|
Coupon threshold level:
|
|
2136.8775
|
|
858.5235
|
Downside threshold level:
|
|
1424.585
|
|
572.349
|
Performance factor (ending level
divided by
starting
level):
|
|
60.00%
|
|
110.00%
|
Step 1
: Determine which Index is the lowest performing Index on the final calculation
day.
In this example, the EURO STOXX 50 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 starting level, but not by more than 50%, 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. However, because the hypothetical ending level of the lowest performing Index is less than its coupon threshold level, you will not receive a final contingent coupon payment.
Example 4. The ending level of the lowest performing Index on the final calculation day is less than its downside 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
EURO STOXX 50
Index
|
|
Russell 2000 Index
|
Starting level:
|
|
2849.17
|
|
1144.698
|
Hypothetical ending level:
|
|
3419.00
|
|
515.114
|
Coupon threshold level:
|
|
2136.8775
|
|
858.5235
|
Downside threshold level:
|
|
1424.585
|
|
572.349
|
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 starting level by more than 50%, 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
= $1000 × 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 downside threshold level, even if the ending level
of the other Index has appreciated or has not declined below its downside threshold level.
To the extent that the ending level of the
lowest performing Index differs from the values assumed above, the results indicated above would be different.
PRS-23
|
|
|
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO
STOXX 50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
|
|
|
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 the Russell 2000 Index means a day, as determined by the calculation agent, on which (i) the
relevant stock exchanges with respect to each security underlying the Russell 2000 Index are scheduled to be open for trading for their respective regular trading sessions and (ii) each related futures or options exchange is scheduled to be open for
trading for its regular trading session.
A
trading day
with respect to the EURO STOXX 50 Index means a day, as
determined by the calculation agent, on which (i) the relevant index sponsor is scheduled to the publish the level of the EURO STOXX 50 Index and (ii) each related futures or options exchange 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 whether the securities are automatically called on any of the
quarterly calculation days from June 2017 to March 2026, inclusive, the amount of the payment you receive upon automatic call 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 the Russell 2000 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.
|
PRS-24
|
|
|
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO
STOXX 50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
|
|
|
Additional Terms of the Securities (Continued)
|
|
(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.
|
|
(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 the Russell 2000 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.
|
A
market disruption event
with respect to the EURO STOXX 50 Index means, any of (A), (B), (C) or (D) below, as determined by
the calculation agent in its sole discretion:
|
(A)
|
Any of the following events occurs or exists with respect to any security included in such Index or any
successor equity index, and the aggregate of all securities included in such Index or successor equity index with respect to which any such event occurs comprise 20% or more of the level of such Index or successor equity index:
|
|
|
|
a material suspension of or limitation imposed on trading by the relevant stock exchange for such security or
otherwise at any time during the one-hour period that ends at the scheduled closing time for the relevant stock exchange for such security on that day, whether by reason of movements in price exceeding limits permitted by the relevant stock exchange
or otherwise;
|
|
|
|
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, such security on its relevant stock exchange at any time during the one-hour period that ends at the scheduled closing time for the relevant stock exchange for such security on that
day; or
|
PRS-25
|
|
|
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO
STOXX 50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
|
|
|
Additional Terms of the Securities (Continued)
|
|
|
|
the closure on any exchange business day of the relevant stock exchange for such security prior to its
scheduled closing time unless the earlier closing is announced by such relevant stock exchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such relevant stock exchange and (ii) the
submission deadline for orders to be entered into the relevant stock exchange system for execution at the scheduled closing time for such relevant stock exchange on that day.
|
|
(B)
|
Any of the following events occurs or exists with respect to futures or options contracts relating to such
Index or any successor equity index:
|
|
|
|
a material suspension of or limitation imposed on trading by any related futures or options exchange or
otherwise at any time during the one-hour period that ends at the close of trading on such related futures or options exchange on that day, whether by reason of movements in price exceeding limits permitted by the related futures or options exchange
or otherwise;
|
|
|
|
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 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 such related futures or options exchange on that day; or
|
|
|
|
the closure on any exchange business day of any related futures or options exchange prior to its scheduled
closing time unless the earlier closing time is announced by such related futures or options exchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such related futures or options exchange
and (ii) the submission deadline for orders to be entered into the related futures or options exchange system for execution at the close of trading for such related futures or options exchange on that day.
|
|
(C)
|
The relevant index sponsor fails to publish the level of such Index or any successor equity index (other than
as a result of the relevant index sponsor having discontinued publication of such Index or successor equity Index and no successor index being available).
|
|
(D)
|
Any related futures or options exchange fails to open for trading during its regular trading session.
|
For purposes of determining whether a market disruption event has occurred with respect the EURO STOXX 50 Index:
|
(1)
|
the relevant percentage contribution of a security included in such Index or any successor equity index to
the level of such Index will be based on a comparison of (x) the portion of the level of such index attributable to that security to (y) the overall level of such index, in each case using the official opening weightings as published by the relevant
index sponsor as part of the market opening data;
|
|
(2)
|
the
scheduled closing time
of any relevant stock exchange or related futures or options
exchange on any trading day 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
|
|
(3)
|
an
exchange business day
means any trading day on which (i) the relevant index sponsor
publishes the level of such index or any successor equity index and (ii) each related futures or options exchange is open for trading during its regular trading session, notwithstanding any related futures or options exchange closing prior to its
scheduled closing time.
|
If a market disruption event occurs or is continuing with respect to either Index on any
calculation day, then such calculation day will be postponed for each Index to the first succeeding day that is a trading day for each Index and on which a market disruption event has not occurred and is not continuing for either Index; however, if
such first succeeding trading day has not occurred as of the eighth day that is a trading day for each Index after the originally scheduled calculation day, that eighth day shall be deemed to be the calculation day for each Index. If a calculation
day has been postponed to that eighth day and a market disruption event occurs or is continuing with respect to either Index on that eighth day, the calculation agent will determine the closing level of that Index on that 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 (i) with respect to the Russell 2000 Index, 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 or (ii) with respect to the EURO STOXX 50 Index, the time at which the official closing level of such Index is calculated and published by the relevant index sponsor) on that day 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 (i) with respect to the Russell 2000 Index, the
scheduled closing time of the relevant stock exchange for such security or,
PRS-26
|
|
|
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO STOXX
50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
|
|
|
Additional Terms of the Securities (Continued)
|
if earlier, the actual closing time of the regular trading session of such relevant stock exchange or (ii) with respect to the EURO STOXX 50 Index, the time at which the official closing level of
such Index is calculated and published by the relevant index sponsor.
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-27
|
|
|
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO
STOXX 50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
|
|
|
The EURO STOXX 50
®
Index
|
The EURO STOXX 50 Index is an equity index that is composed of 50 component stocks of sector leaders in 12
Eurozone countries and is intended to provide an indication of the pattern of common stock price movement in the Eurozone. See Description of Equity IndicesThe EURO STOXX 50
®
Index in the accompanying market measure supplement for additional information about the EURO STOXX 50 Index.
Historical Information
We obtained the closing levels listed below from Bloomberg Financial Markets, without independent verification.
The following graph sets forth daily closing levels of the EURO STOXX 50 Index for the period from January 1, 2006 to June 17, 2016. The
closing level on June 17, 2016 was 2849.17. The historical performance of the EURO STOXX 50 Index should not be taken as an indication of the future performance of the EURO STOXX 50 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 EURO
STOXX 50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
|
|
|
The EURO STOXX 50
®
Index (Continued)
|
The following table sets forth the high and low closing levels, as well as end-of-period
closing levels, of the EURO STOXX 50 Index for each quarter in the period from January 1, 2006 through March 31, 2016 and for the period from April 1, 2016 to June 17, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
|
Low
|
|
|
|
Last
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
3874.61
|
|
|
|
3532.68
|
|
|
|
3853.74
|
Second Quarter
|
|
3890.94
|
|
|
|
3408.02
|
|
|
|
3648.92
|
Third Quarter
|
|
3899.41
|
|
|
|
3492.11
|
|
|
|
3899.41
|
Fourth Quarter
|
|
4140.66
|
|
|
|
3880.14
|
|
|
|
4119.94
|
2007
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
4272.32
|
|
|
|
3906.15
|
|
|
|
4181.03
|
Second Quarter
|
|
4556.97
|
|
|
|
4189.55
|
|
|
|
4489.77
|
Third Quarter
|
|
4557.57
|
|
|
|
4062.33
|
|
|
|
4381.71
|
Fourth Quarter
|
|
4489.79
|
|
|
|
4195.58
|
|
|
|
4399.72
|
2008
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
4339.23
|
|
|
|
3431.82
|
|
|
|
3628.06
|
Second Quarter
|
|
3882.28
|
|
|
|
3340.27
|
|
|
|
3352.81
|
Third Quarter
|
|
3445.66
|
|
|
|
3000.83
|
|
|
|
3038.20
|
Fourth Quarter
|
|
3113.82
|
|
|
|
2165.91
|
|
|
|
2447.62
|
2009
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
2578.43
|
|
|
|
1809.98
|
|
|
|
2071.13
|
Second Quarter
|
|
2537.35
|
|
|
|
2097.57
|
|
|
|
2401.69
|
Third Quarter
|
|
2899.12
|
|
|
|
2281.47
|
|
|
|
2872.63
|
Fourth Quarter
|
|
2992.08
|
|
|
|
2712.30
|
|
|
|
2964.96
|
2010
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
3017.85
|
|
|
|
2631.64
|
|
|
|
2931.16
|
Second Quarter
|
|
3012.65
|
|
|
|
2488.50
|
|
|
|
2573.32
|
Third Quarter
|
|
2827.27
|
|
|
|
2507.83
|
|
|
|
2747.90
|
Fourth Quarter
|
|
2890.64
|
|
|
|
2650.99
|
|
|
|
2792.82
|
2011
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
3068.00
|
|
|
|
2721.24
|
|
|
|
2910.91
|
Second Quarter
|
|
3011.25
|
|
|
|
2715.88
|
|
|
|
2848.53
|
Third Quarter
|
|
2875.67
|
|
|
|
1995.01
|
|
|
|
2179.66
|
Fourth Quarter
|
|
2476.92
|
|
|
|
2090.25
|
|
|
|
2316.55
|
2012
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
2608.42
|
|
|
|
2286.45
|
|
|
|
2477.28
|
Second Quarter
|
|
2501.18
|
|
|
|
2068.66
|
|
|
|
2264.72
|
Third Quarter
|
|
2594.56
|
|
|
|
2151.54
|
|
|
|
2454.26
|
Fourth Quarter
|
|
2659.95
|
|
|
|
2427.32
|
|
|
|
2635.93
|
2013
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
2749.27
|
|
|
|
2570.52
|
|
|
|
2624.02
|
Second Quarter
|
|
2835.87
|
|
|
|
2511.83
|
|
|
|
2602.59
|
Third Quarter
|
|
2936.20
|
|
|
|
2570.76
|
|
|
|
2893.15
|
Fourth Quarter
|
|
3111.37
|
|
|
|
2902.12
|
|
|
|
3109.00
|
2014
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
3172.43
|
|
|
|
2962.49
|
|
|
|
3161.60
|
Second Quarter
|
|
3314.80
|
|
|
|
3091.52
|
|
|
|
3228.24
|
Third Quarter
|
|
3289.75
|
|
|
|
3006.83
|
|
|
|
3225.93
|
Fourth Quarter
|
|
3277.38
|
|
|
|
2874.65
|
|
|
|
3146.43
|
2015
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
3731.35
|
|
|
|
3007.91
|
|
|
|
3697.38
|
Second Quarter
|
|
3828.78
|
|
|
|
3424.30
|
|
|
|
3424.30
|
Third Quarter
|
|
3686.58
|
|
|
|
3019.34
|
|
|
|
3100.67
|
Fourth Quarter
|
|
3506.45
|
|
|
|
3069.05
|
|
|
|
3267.52
|
2016
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
3178.01
|
|
|
|
2680.35
|
|
|
|
3004.93
|
April 1, 2016 to June 17, 2016
|
|
3151.69
|
|
|
|
2797.18
|
|
|
|
2849.17
|
PRS-29
|
|
|
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO
STOXX 50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
|
|
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. See Description of Equity IndicesThe Russell 2000
®
Index in the accompanying market measure supplement for
additional information about the Russell 2000 Index.
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, 2006 to June 17, 2016. The
closing level on June 17, 2016 was 1144.698. 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-30
|
|
|
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO
STOXX 50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
|
|
|
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, 2006 through March 31, 2016 and for the period from April 1, 2016 to June 17, 2016.
|
|
|
|
|
|
|
|
|
High
|
|
Low
|
|
Last
|
|
|
|
|
2006
|
|
|
|
|
|
|
First Quarter
|
|
765.140
|
|
689.250
|
|
765.140
|
Second Quarter
|
|
781.830
|
|
672.720
|
|
724.670
|
Third Quarter
|
|
734.479
|
|
671.940
|
|
725.594
|
Fourth Quarter
|
|
797.732
|
|
718.352
|
|
787.664
|
2007
|
|
|
|
|
|
|
First Quarter
|
|
829.438
|
|
760.063
|
|
800.710
|
Second Quarter
|
|
855.092
|
|
803.218
|
|
833.699
|
Third Quarter
|
|
855.774
|
|
751.544
|
|
805.450
|
Fourth Quarter
|
|
845.720
|
|
735.066
|
|
766.031
|
2008
|
|
|
|
|
|
|
First Quarter
|
|
753.548
|
|
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
|
|
677.642
|
|
590.034
|
|
676.139
|
Fourth Quarter
|
|
792.347
|
|
669.450
|
|
783.647
|
2011
|
|
|
|
|
|
|
First Quarter
|
|
843.549
|
|
773.184
|
|
843.549
|
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
|
|
852.495
|
|
769.483
|
|
849.350
|
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
|
April 1, 2016 to June 17, 2016
|
|
1188.954
|
|
1092.785
|
|
1144.698
|
PRS-31
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO STOXX 50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
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;
|
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PTCE 90-1, for specified transactions involving insurance company separate accounts; and
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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-32
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO STOXX
50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
Benefit Plan Investor Considerations (Continued)
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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-33
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO STOXX
50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
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 Internal Revenue Code of 1986, as amended
(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.
PRS-34
Market Linked SecuritiesCallable with Contingent Coupon and Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO STOXX
50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
United States Federal Tax Considerations (Continued)
|
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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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:
PRS-35
Market Linked SecuritiesCallable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the EURO STOXX 50
®
Index and the Russell 2000
®
Index due June 23, 2026
|
United States Federal Tax Considerations (Continued)
|
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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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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. We will not be
required to pay any additional amounts with respect to amounts withheld. 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.
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.
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 generally applies to certain financial instruments that are treated as paying U.S.-source interest or other U.S.-source fixed or determinable
annual or periodical income (
FDAP income
). While the treatment of the securities is unclear, you should assume that any coupon payment on the securities will be subject to the FATCA rules. It is also possible in
light of this uncertainty that an applicable withholding agent will treat all or a portion of the gross proceeds (other than any amount treated as FDAP income) of a disposition (including upon retirement) of the securities after 2018 as being
subject to the FATCA rules. If withholding applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and non-U.S. holders should consult their tax advisers 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-36