Filed
Pursuant to Rule 433
Registration Nos.
333-221324 and 333-221324-01
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Wells
Fargo Finance LLC
Fully
and Unconditionally Guaranteed by Wells Fargo & Company
Market
Linked Securities
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Market
Linked Securities—Leveraged Upside Participation and Fixed Percentage Buffered
Downside
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Principal
at Risk Securities Linked to the Dow Jones Industrial Average® due December
4, 2025
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Term Sheet to Preliminary
Pricing Supplement No. 223 dated November 5, 2019
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Summary
of Terms
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Issuer:
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Wells
Fargo Finance LLC
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Guarantor:
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Wells
Fargo & Company
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Term:
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6
years
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Market
Measure:
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Dow
Jones Industrial Average® (the “Index”)
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Pricing
Date:
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November
26, 2019*
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Issue
Date:
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December
4, 2019*
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Original
Offering Price:
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$1,000
per security (100% of par)
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Maturity
Payment Amount:
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See
“How the maturity payment amount is calculated” on page 3
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Stated
Maturity Date:
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December
4, 2025*
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Starting
Level:
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The
closing level of the Index on the pricing date
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Ending
Level:
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The
closing level of the Index on the calculation day
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Threshold
Level:
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80%
of the starting level
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Participation
Rate:
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[110%
to 120%], to be determined on the pricing date
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Calculation
Day:
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November
26, 2025*
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Calculation
Agent:
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Wells
Fargo Securities, LLC (“WFS”), an affiliate of the issuer and the guarantor
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Denominations:
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$1,000
and any integral multiple of $1,000
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Agent
Discount:
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2.62%;
dealers, including those using the trade name Wells Fargo Advisors (“WFA”), may receive a selling concession
of up to 2.50% and WFS will pay 0.12% of the agent’s discount to WFA as a distribution expense fee
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CUSIP:
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95001HC74
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Description
of Terms
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Linked
to the Dow Jones Industrial Average®
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Unlike
ordinary debt securities, the securities do not pay interest or repay a fixed amount
of principal at maturity. Instead, the securities provide for a maturity payment amount
that may be greater than, equal to or less than the original offering price of the securities,
depending on the performance of the Index from its starting level to its ending level.
The maturity payment amount will reflect the following terms:
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•
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If
the level of the Index increases:
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You will receive
the original offering price plus 110% to 120% (to be determined on the pricing date) participation in the upside performance of
the Index
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•
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If
the level of the Index decreases but the decrease is not more than 20%:
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You will be
repaid the original offering price
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•
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If
the level of the Index decreases by more than 20%:
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You will receive
less than the original offering price and have 1-to-1 downside exposure to the decrease in the level of the Index in excess of
20%
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•
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Investors
may lose up to 80% of the original offering price
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All
payments on the securities are subject to credit risk, and you will have no ability to
pursue any securities included in the Index for payment; if Wells Fargo Finance LLC,
as issuer, and Wells Fargo & Company, as guarantor, default on their obligations,
you could lose some or all of your investment
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No
periodic interest payments or dividends
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No
exchange listing; designed to be held to maturity
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*To the extent that the issuer makes any change
to the expected pricing date or expected issue date, the calculation day and stated maturity date may also be changed in the issuer’s
discretion to ensure that the term of the securities remains the same.
On the date of the accompanying
preliminary pricing supplement, the estimated value of the securities is approximately $943.68 per security. While the estimated
value of the securities on the pricing date may differ from the estimated value set forth above, the issuer does not expect it
to differ significantly absent a material change in market conditions or other relevant factors. In no event will the estimated
value of the securities on the pricing date be less than $923.68 per security. The estimated value of the securities was determined
for the issuer by Wells Fargo Securities, LLC using its proprietary pricing models. It is not an indication of actual profit to
the issuer or to Wells Fargo Securities, LLC or any of the issuer’s other affiliates, nor is it an indication of the price,
if any, at which Wells Fargo Securities, LLC or any other person may be willing to buy the securities from you at any time after
issuance. See “Estimated Value of the Securities” in the accompanying preliminary pricing supplement.
The securities have complex features and
investing in the securities involves risks not associated with an investment in conventional debt securities. See “Selected
Risk Considerations” in this term sheet and “Risk Factors” in the accompanying preliminary pricing supplement.
This
introductory term sheet does not provide all of the information that an investor should consider prior to making an investment
decision.
Investors should carefully
review the accompanying preliminary pricing supplement, market measure supplement, prospectus supplement and prospectus before
making a decision to invest in the securities.
NOT A BANK DEPOSIT AND NOT INSURED OR
GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY
Hypothetical Payout Profile
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The profile to
the right is based on a hypothetical participation rate of 115% (the midpoint of the specified range for the participation
rate) and a threshold level equal to 80% of the starting level.
This graph has
been prepared for purposes of illustration only. Your actual return will depend on the actual ending level, the actual
participation rate, and whether you hold your securities to maturity.
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Hypothetical Returns
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Hypothetical
ending
level
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Hypothetical
percentage change
from the hypothetical
starting level to the
hypothetical ending
level
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Hypothetical
maturity
payment
amount
payable at
stated
maturity
per security
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Hypothetical
pre-tax
total
rate of return
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175.00
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75.00%
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$1,862.50
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86.25%
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150.00
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50.00%
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$1,575.00
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57.50%
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140.00
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40.00%
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$1,460.00
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46.00%
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130.00
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30.00%
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$1,345.00
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34.50%
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120.00
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20.00%
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$1,230.00
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23.00%
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110.00
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10.00%
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$1,115.00
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11.50%
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105.00
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5.00%
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$1,057.50
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5.75%
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100.00(1)
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0.00%
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$1,000.00
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0.00%
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95.00
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-5.00%
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$1,000.00
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0.00%
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90.00
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-10.00%
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$1,000.00
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0.00%
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80.00
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-20.00%
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$1,000.00
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0.00%
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79.00
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-21.00%
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$990.00
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-1.00%
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75.00
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-25.00%
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$950.00
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-5.00%
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50.00
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-50.00%
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$700.00
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-30.00%
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25.00
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-75.00%
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$450.00
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-55.00%
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Assumes a hypothetical
participation rate of 115% (the midpoint of the specified range of the participation rate). Each security has an original offering
price of $1,000.
(1) The hypothetical
starting level of 100.00 has been chosen for illustrative purposes only and does not represent the actual starting level. The
actual starting level will be determined on the pricing date and will be set forth under “Summary of Terms” above.
For historical data regarding the actual closing levels of the Index, see the historical information set forth under the section
titled “The Dow Jones Industrial Average®” in the accompanying preliminary pricing supplement.
The above figures are
for purposes of illustration only and may have been rounded for ease of analysis. The actual amount you receive at stated maturity
and the resulting pre-tax rate of return will depend on the actual starting level, ending level and participation rate.
How The Maturity Payment
Amount Is Calculated
On the stated maturity date, you
will receive a cash payment per security equal to the maturity payment amount. The maturity payment amount per security will equal:
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•
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If
the ending level is greater than the starting level: $1,000 plus:
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If
the ending level is less than or equal to the starting level, but greater than or equal
to the threshold level: $1,000; or
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If
the ending level is less than the threshold level: $1,000 minus
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If the ending level is less than
the threshold level, you will receive less, and possibly 80% less, than the original offering price of your securities at maturity.
Selected Risk Considerations
The risks set forth
below are discussed in detail in the “Risk Factors” section in the accompanying preliminary pricing supplement. Please
review those risk disclosures carefully.
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If
The Ending Level Is Less Than The Threshold Level, You Will Receive Less, And Possibly
80% Less, Than The Original Offering Price Of Your Securities At Maturity.
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No
Periodic Interest Will Be Paid On The Securities.
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The
Securities Are Subject To Credit Risk.
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As
A Finance Subsidiary, The Issuer Has No Independent Operations And Will Have No Independent
Assets.
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Holders
Of The Securities Have Limited Rights Of Acceleration.
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Holders
Of The Securities Could Be At Greater Risk For Being Structurally Subordinated If Either
The Issuer Or The Guarantor Conveys, Transfers Or Leases All Or Substantially All Of
The Issuer’s Or The Guarantor’s Assets To One Or More Of The Guarantor’s
Subsidiaries.
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The
Securities Will Not Have The Benefit Of Any Cross-Default Or Cross-Acceleration With
Other Indebtedness Of The Guarantor; Events Of Bankruptcy, Insolvency, Receivership Or
Liquidation Relating To The Guarantor And Failure By The Guarantor To Perform Any Of
Its Covenants Or Warranties (Other Than A Payment Default Under The Guarantee) Will Not
Constitute An Event Of Default With Respect To The Securities.
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The
Estimated Value Of The Securities On The Pricing Date, Based On Wells Fargo Securities,
LLC’s Proprietary Pricing Models, Will Be Less Than The Original Offering Price.
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The
Estimated Value Of The Securities Is Determined By The Issuer’s Affiliate’s
Pricing Models, Which May Differ From Those Of Other Dealers.
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The
Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which
Wells Fargo Securities, LLC Or Any Other Person May Be Willing To Buy The Securities
From You In The Secondary Market.
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The
Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors,
Some Of Which Are Related In Complex Ways.
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The
Securities Will Not Be Listed On Any Securities Exchange And The Issuer Does Not Expect
A Trading Market For The Securities To Develop.
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Your
Return On The Securities Could Be Less Than If You Owned Securities Included In The Index.
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Historical
Levels Of The Index Should Not Be Taken As An Indication Of The Future Performance Of
The Index During The Term Of The Securities.
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Changes
That Affect The Index May Adversely Affect The Value Of The Securities And The Maturity
Payment Amount You Will Receive At Maturity.
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The
Issuer Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are
Included In The Index.
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The
Issuer And Its Affiliates Have No Affiliation With The Index Sponsor And Have Not Independently
Verified Its Public Disclosure Of Information.
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The
Stated Maturity Date May Be Postponed If The Calculation Day Is Postponed.
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The
Issuer’s And The Guarantor’s Economic Interests And Those Of Any Dealer Participating
In The Offering Are Potentially Adverse To Your Interests.
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○
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The
calculation agent is the Issuer’s affiliate and may be required to make discretionary
judgments that affect the return you receive on the securities.
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The
estimated value of the securities was calculated by the Issuer’s affiliate and
is therefore not an independent third-party valuation.
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Research
reports by the Issuer’s affiliates or any participating dealer or its affiliates
may be inconsistent with an investment in the securities and may adversely affect the
level of the Index.
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Business
activities of the Issuer’s affiliates or any participating dealer or its affiliates
with the companies whose securities are included in the Index may adversely affect the
level of the Index.
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Hedging
activities by the Issuer’s affiliates or any participating dealer or its affiliates
may adversely affect the level of the Index.
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Trading
activities by the Issuer’s affiliates or any participating dealer or its affiliates
may adversely affect the level of the Index.
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A
participating dealer or its affiliates may realize hedging profits projected by its proprietary
pricing models in addition to any selling concession and/or distribution expense fee,
creating a further incentive for the participating dealer to sell the securities to you.
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The
U.S. Federal Tax Consequences Of An Investment In The Securities Are Unclear.
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Not suitable for all
investors
Investment suitability must
be determined individually for each investor. The securities described herein are not a suitable investment for all investors.
In particular, no investor should purchase the securities unless they understand and are able to bear the associated market, liquidity
and yield risks. Unless market conditions and other relevant factors change significantly in your favor, a sale of the securities
prior to maturity is likely to result in sale proceeds that are substantially less than the original offering price per security.
Wells Fargo Securities, LLC and its affiliates are not obligated to purchase the securities from you at any time prior to maturity.
The issuer and the guarantor
have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement and other documents that the issuer and the guarantor
have filed with the SEC for more complete information about the issuer, the guarantor and this offering. You may get these documents
for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, the guarantor, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if you request it by calling your financial advisor
or by calling Wells Fargo Securities at 866-346-7732.
Not a research report
This material was prepared
by Wells Fargo Securities, LLC, a registered broker-dealer and separate non-bank affiliate of Wells Fargo Finance LLC and Wells
Fargo & Company. This material is not a product of Wells Fargo Finance LLC, Wells Fargo & Company or Wells Fargo Securities,
LLC research departments.
Consult your tax advisor
Investors should review carefully
the accompanying preliminary pricing supplement, market measure supplement, prospectus supplement and prospectus and consult their
tax advisors regarding the application of the U.S. federal tax laws to their particular circumstances, as well as any tax consequences
arising under the laws of any state, local or non-U.S. jurisdiction.
Dow Jones
Industrial Average® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones Holdings”)
and has been licensed for use by S&P Dow Jones Indices LLC (“S&P Dow Jones Indices”) and sublicensed for certain
purposes to Wells Fargo & Company, our parent company. The Dow Jones Industrial Average® is a product of S&P
Dow Jones Indices and has been licensed to Wells Fargo & Company, our parent company, for use by Wells Fargo & Company
and certain of its affiliated or subsidiary companies (including us). The securities are not sponsored, endorsed, sold or promoted
by S&P Dow Jones Indices, Dow Jones Holdings or their respective affiliates, and neither S&P Dow Jones Indices, Dow Jones
Holdings or their respective affiliates make any representation regarding the advisability of investing in the securities.
Wells Fargo Advisors is a trade
name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate registered
broker-dealers and non-bank affiliates of Wells Fargo Finance LLC and Wells Fargo & Company.
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