Risks of Investing in Wells Fargo Debt Securities, Including the Notes

The Notes are subject to the credit risk of Wells Fargo.

The Notes are our obligations and are not, directly or indirectly, an obligation of any third party. Any amount payable under the Notes is subject to our creditworthiness. Accordingly, our actual and perceived creditworthiness may affect the value of the Notes and, if we default on our obligations, you may not receive the amounts owing to you under the Notes.

Our ability to service our debt, including the Notes, may be limited by the results of operations of our subsidiaries and certain contractual arrangements.

We conduct substantially all of our business and operations through our subsidiaries and are a separate legal entity from those subsidiaries. We receive substantially all of our funding and liquidity in the form of dividends, loans and other distributions from our subsidiaries. We generally use these funds, among other sources, to meet our financial obligations, including principal and interest on our debt, including notes. In addition to limitations under laws and regulations applicable to us and our subsidiaries (as set out below), the funds made available to us by our subsidiaries will depend on the financial performance and condition of such subsidiaries. Adverse business or economic conditions, such as changes in interest rates and financial market values, could affect the business and results of operations of our subsidiaries and, therefore, adversely affect the funding sources available to us.

In addition, our right to participate in a distribution of assets upon the liquidation or reorganization of a subsidiary, and therefore the ability of a holder of our debt securities (including the Notes) to indirectly benefit from these distributions, is subject to the priority rights of the subsidiary’s creditors. This subordination of the creditors of a parent company to the priority claims of the creditors of its subsidiaries is commonly called structural subordination. In addition, our rights as a creditor of our subsidiaries may be subordinated to any security interest in the assets of such subsidiaries and to any obligations of such subsidiaries greater than those held by us.

As discussed in more detail below, federal banking regulators require measures to facilitate the continued operation of operating subsidiaries despite the bankruptcy of their parent companies, and our ability to receive funds from our subsidiaries may be limited by the agreement of support discussed in the following risk factors. In addition, dividend payments paid to us by our subsidiaries may also be limited if specified liquidity and/or capital measures fall below defined triggers or if our Board of Directors authorizes us to file a complaint under the U.S. Code. bankruptcies.

The resolution of Wells Fargo under orderly winding-up authority could result in greater losses for holders of our debt securities, including the Notes, particularly if a single entry point strategy is employed.

Your ability to collect the full amount that would otherwise be payable on our debt obligations (including the Notes) in a proceeding under the U.S. Bankruptcy Code may be impaired by the exercise by the Federal Deposit Insurance Corporation (the “FDIC“) of its powers under “ordered winding-up authority” under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd–Frank Act”). In particular, the single entry point strategy described below aims to impose losses at the level of the leading holding company when resolving a global systemically important bank (“G-SIB”) like Wells Fargo.

Title II of the Dodd-Frank Act created a new resolution regime called “orderly winding-up authority” to which financial companies, including bank holding companies such as Wells Fargo, may be subject. Under the Ordered Winding-Up Authority, the FDIC may be appointed as receiver of a financial company for purposes of winding up the entity if, on the recommendation of the Board of Governors of the Federal Reserve System (the “FRB”) and the FDIC, the United States Secretary of the Treasury determines, among other things, that the entity is in serious financial difficulty, that failure of the entity would have serious adverse effects on the United States financial system, and that resolution by the winding-up authority ordered would avoid or mitigate these effects. Absent such determinations, Wells Fargo, as a bank holding company, would remain subject to the United States Bankruptcy Code.

If the FDIC is appointed receiver under the orderly winding-up authority, then the orderly winding-up authority, rather than the U.S. Bankruptcy Code, will determine the powers of the receiver and the rights and obligations of creditors and other parties who have effected transactions with Wells Fargo. There are substantial differences between the rights available to creditors under the orderly winding-up authority and under the United States Bankruptcy Code, including the


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