424B2 1 d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 7 Definitive Pricing Supplement No. 7

Filed Pursuant to Rule 424(b)(2)

File No. 333-159738

 

Title of Each Class of

Securities Offered      

   Maximum Aggregate
Offering Price
   Amount of
Registration Fee(1)

Medium Term Notes, Series K, Notes Linked to the S&P 500® Index due August 7, 2013

   $ 2,308,000    $ 164.56

 

(1)

The total filing fee of $164.56 is calculated in accordance with Rule 457(r) of the Securities Act of 1933 (the “Securities Act”) and will be paid by wire transfer within the time required by Rule 456(b) of the Securities Act.


 

PRICING SUPPLEMENT No. 7 dated July 30, 2010

(To Product Supplement No. 1 dated April 23, 2010,

Prospectus Supplement dated April 23, 2010

and Prospectus dated June 4, 2009)

   LOGO

 

  

Wells Fargo & Company

 

Medium-Term Notes, Series K

 

Equity Linked Securities

 

Upside Participation To A Cap And Fixed Percentage Buffered Downside

 

 
  

Enhanced Growth Securities

 

Notes Linked to the S&P 500® Index due August 7, 2013

 

 

n    Linked to the S&P 500® Index

 

n    125% participation in the upside performance of the S&P 500 Index, subject to a cap of 133% of the original offering price per note

 

n    Protection against a decline in the S&P 500 Index as long as the ending level has not declined by more than 15% from the starting level

 

n    1-to-1 downside exposure to decreases in the level of the S&P 500 Index in excess of 15%

 

n    Term of approximately 3 years

 

n    No periodic interest payments

 

n    May receive less, and possibly significantly less, than the original offering price

Investing in the notes involves risks. See “Risk Factors” on page PRS-5.

The notes are unsecured obligations of Wells Fargo and all payments on the notes are subject to the credit risk of Wells Fargo. The notes are not deposits or other obligations of a depository institution and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency of the United States or any other jurisdiction. The notes are not guaranteed under the FDIC’s Temporary Liquidity Guarantee Program.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

    Original Offering Price   Agent Discount(1)   Proceeds to Wells Fargo

Per Note

  100.00%   2.25%   97.75%

Total

  $2,308,000   $51,930   $2,256,070

 

(1)

In addition to the agent discount, the original offering price specified above includes structuring and development costs. The agent discount and structuring and development costs total approximately $34.35 per $1,000 note. See “Plan of Distribution” in the accompanying prospectus supplement for further information including information regarding how we may hedge our obligations under the notes.

 

 

Wells Fargo Securities


 

Enhanced Growth Securities

 

Notes Linked to the S&P 500® Index due August 7, 2013

 

   LOGO

 

Investment Description

The Notes Linked to the S&P 500® Index due August 7, 2013 are senior unsecured debt securities of Wells Fargo & Company that provide (i) the possibility of a leveraged return, subject to a cap, if the level of the S&P 500 Index (the “Index”) increases moderately from its starting level to its ending level, (ii) return of principal if, and only if, the ending level of the Index is not less than the threshold level and (iii) exposure to decreases in the level of the Index if the ending level is less than the threshold level. If the ending level is less than the threshold level, you will receive less, and possibly significantly less, than the original offering price of your notes.

You should read this pricing supplement together with the accompanying product supplement no. 1 dated April 23, 2010, prospectus supplement dated April 23, 2010 and prospectus dated June 4, 2009 for additional information about the notes. You should not rely on any free writing prospectus filed prior to the date of this pricing supplement in connection with making a decision to invest in the notes unless it specifically refers to the notes. Information included in this pricing supplement supercedes information in the accompanying product supplement, prospectus supplement and prospectus to the extent it is different from that information. Certain defined terms used but not defined herein have the meanings set forth in the accompanying product supplement.

 

Investor Considerations

We have designed the notes for investors who:

 

¡  

seek exposure to the upside performance of the Index and desire to enhance any increase in the Index, in each case subject to the capped value, and want to protect 15% of the original offering price of the notes by:

 

  ¨  

participating 125% in any increase in the ending level over the starting level, subject to the capped value of 133% of the original offering price per note; and

 

  ¨  

protecting against any decline in the Index, as long as the ending level has not declined by more than 15% from the starting level;

 

¡  

understand that if any decline in the ending level is more than 15% of the starting level, they will receive less, and possibly significantly less, than the original offering price of the notes;

 

¡  

do not seek current income; and

 

¡  

are willing to hold the notes until maturity.

The notes are not designed for, and may not be a suitable investment for, investors who:

 

¡  

seek a liquid investment or are unable or unwilling to hold the notes to maturity;

 

¡  

expect the level of the Index to decrease more than 15% from its starting level;

 

¡  

seek full exposure to the upside performance of the Index;

 

¡  

seek full principal protection for their investment;

 

¡  

seek exposure to the Index but are unwilling to accept the risk/return trade-offs inherent in the payment at stated maturity for the notes;

 

¡  

are unwilling to accept the credit risk of Wells Fargo to obtain exposure to the Index generally, or to the exposure to the Index that the notes provide specifically; and

 

¡  

prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.

 

“Standard & Poor’s®,” “S&P®,” “S&P 500®,” “Standard & Poor’s 500®,” and “500®” are trademarks of Standard & Poor’s and have been licensed for use by us. The notes are not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the notes.

 

 

PRS-2


 

Enhanced Growth Securities

 

Notes Linked to the S&P 500® Index due August 7, 2013

 

   LOGO

 

Terms of the Notes

 

Market Measure:    S&P 500 Index (the “Index”)
Pricing Date:    July 30, 2010
Issue Date:    August 6, 2010
  

The “redemption amount” per note will equal:

 

•If the ending level is greater than the starting level, the lesser of:

 

(i)     the original offering price per note plus:

Redemption Amount:   

[

 

  original offering price per note x   [  

ending level –starting level

starting level

  ]   x participation rate  

]

 

  ; and  
  

(ii)    the capped value;

 

•If the ending level is less than or equal to the starting level, but greater than or equal to the threshold level: the original offering price per note; or

 

•If the ending level is less than the threshold level: the original offering price per note minus:

    

[

 

  original offering price per note x  

threshold level – ending level

starting level

 

]

 

 
     If the ending level is less than the threshold level, you will receive less, and possibly significantly less, than the original offering price of your notes.

Stated Maturity

Date:

   August 7, 2013, subject to postponement if a market disruption event occurs.
Starting Level:   

1101.60, the closing level of the Index on the pricing date.

 

The “closing level” of the Index on any trading day means the official closing level of the Index as reported by the index sponsor on such trading day.

Ending Level:    The “ending level” will be the closing level of the Index on the calculation day.

 

 

PRS-3


 

Enhanced Growth Securities

 

Notes Linked to the S&P 500® Index due August 7, 2013

 

   LOGO

 

Terms of the Notes (Continued)

 

Capped Value:

   The capped value is 133% of the original offering price per note ($1,330 per $1,000 note). References in this pricing supplement to a “$1,000 note” are to a note with an original offering price of $1,000.

Threshold Level:

   936.36, which is equal to 85% of the starting level.

Participation Rate:

   125%

Calculation Day:

   July 31, 2013 or, if such day is not a trading day, the next succeeding trading day. The calculation day is subject to postponement due to the occurrence of a market disruption event.

Calculation Agent:

   Wells Fargo Securities, LLC

Tax Consequences:

   The United States federal income tax consequences of your investment in the notes are uncertain. We urge you to read the discussion on page PS-19 of the accompanying product supplement and discuss the tax consequences of your investment in the notes with your tax advisor. In addition, pursuant to recently enacted legislation, certain payments in respect of notes made to corporate United States holders after December 31, 2011 may be subject to information reporting and backup withholding.

Agent:

   Wells Fargo Securities, LLC. The agent may resell the notes to Wells Fargo Investments, LLC or Wells Fargo Advisors, LLC at the original offering price of the notes less a concession not in excess of 2.25% of the original offering price of the notes. Wells Fargo Investments, LLC and Wells Fargo Advisors, LLC are our affiliates.

Denominations:

   $1,000 and any integral multiple of $1,000

CUSIP:

   94986RAH4

 

 

PRS-4


 

Enhanced Growth Securities

 

Notes Linked to the S&P 500® Index due August 7, 2013

 

   LOGO

 

Risk Factors

Your investment in the notes involves risks. The risks set forth below are discussed more fully in the accompanying product supplement.

 

 

Your Investment May Result In A Loss.

 

 

Your Yield May Be Lower Than The Yield On Other Debt Securities Of Comparable Maturity.

 

 

Your Return Will Be Limited By A Capped Value And May Not Reflect The Return On A Direct Investment In The Market Measure.

 

 

The Notes Are Subject To The Credit Risk Of Wells Fargo.

 

 

No Periodic Interest Will Be Paid On The Notes.

 

 

The Inclusion Of The Agent Discount Or Commission And Structuring And Development Costs In The Original Offering Price Of The Notes And Certain Hedging Costs Are Likely To Adversely Affect The Price At Which You Can Sell Your Notes.

 

 

The Value Of The Notes Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

 

 

We Do Not Expect A Trading Market For The Notes To Develop.

 

 

Your Return On The Notes Could Be Less Than If You Owned Securities Included In A Market Measure.

 

 

Historical Values Of A Market Measure Should Not Be Taken As An Indication Of The Future Performance Of Such Market Measure During The Term Of The Notes.

 

 

Changes That Affect A Market Measure May Affect The Value Of The Notes And The Amount You Will Receive At Stated Maturity.

 

 

We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In A Market Measure.

 

 

We And Our Affiliates Have No Affiliation With Any Index Sponsor And Are Not Responsible For Its Public Disclosure Of Information.

 

 

The Calculation Agent Can Postpone The Stated Maturity Date If A Market Disruption Event Occurs.

 

 

Research Reports And Other Transactions May Create Conflicts Of Interest Between You And Us.

 

 

Potential Conflicts Of Interest Could Arise.

 

 

Trading And Other Transactions By Us Or Our Affiliates Could Affect The Level Of A Market Measure, Prices Of Securities Included In A Market Measure Or The Value Of The Notes.

 

 

Significant Aspects Of The Tax Treatment Of The Notes Are Uncertain.

 

 

PRS-5


 

Enhanced Growth Securities

 

Notes Linked to the S&P 500® Index due August 7, 2013

 

   LOGO

 

Determining Payment at Stated Maturity

On the stated maturity date, you will receive a cash payment per $1,000 note (the redemption amount) calculated as follows:

LOGO

 

Hypothetical Payout Profile

The following profile is based on a capped value of 133% or $1,330 per $1,000 note, a participation rate of 125% and a threshold level equal to 85% of the starting level. This graph has been prepared for purposes of illustration only. Your actual return will depend on the actual ending level and the term of your investment.

LOGO

 

 

 

PRS-6


 

Enhanced Growth Securities

 

Notes Linked to the S&P 500® Index due August 7, 2013

 

   LOGO

 

Hypothetical Payments at Stated Maturity

Set forth below are four examples of payment at stated maturity calculations (rounded to two decimal places), assuming hypothetical ending levels as indicated in the examples.

Example 1. Redemption amount is greater than the original offering price but less than the capped value:

Starting level: 1101.60

Hypothetical ending level: 1200.00

Since the hypothetical ending level is greater than the starting level, the redemption amount would equal:

 

$ 1,000  +         

 $1,000  

 

x  

       1200.00 – 1101.60         x  125%         =  $ 1,111.66
                1101.60            

On the stated maturity date you would receive $1,111.66 per $1,000 note.

Example 2. Redemption amount is equal to the capped value:

Starting level: 1101.60

Hypothetical ending level: 1500.00

The redemption amount would be equal to the capped value since the capped value is less than:

 

 

$ 1,000  +         

 $1,000  

 

x  

       1500.00 – 1101.60         x  125%         =  $ 1,452.07
                1101.60            

On the stated maturity date you would receive $1,330 per $1,000 note.

In addition to limiting your return on the notes, the capped value limits the positive effect of the participation rate. If the ending level is greater than the starting level, you will participate in the performance of the Index at a rate of 125% up to a certain point. However, the participation rate only has a positive effect for ending levels that are not greater than 126.4% of the starting level and the participation rate will not have a positive effect for any ending level greater than 126.4% of the starting level since your return on the notes will be limited to the capped value.

 

 

PRS-7


 

Enhanced Growth Securities

 

Notes Linked to the S&P 500® Index due August 7, 2013

 

   LOGO

 

Hypothetical Payments at Stated Maturity (Continued)

Example 3. Redemption amount is equal to the original offering price:

Starting level: 1101.60

Hypothetical ending level: 1000.00

Threshold level: 936.36, which is 85% of the starting level.

Since the hypothetical ending level is less than the starting level, but not by more than 15%, you would not lose any of the original offering price of your notes.

On the stated maturity date you would receive $1,000 per $1,000 note.

Example 4. Redemption amount is less than the original offering price:

Starting level: 1101.60

Hypothetical ending level: 800.00

Threshold level: 936.36, which is 85% of the starting level.

Since the hypothetical ending level is less than the starting level by more than 15%, you would lose a portion of the original offering price of your notes and receive the redemption amount equal to:

 

$ 1,000  –         

 $1,000  

 

x  

   936.36 – 800.00         =  $ 876.22
            1101.60      

On the stated maturity date you would receive $876.22 per $1,000 note.

To the extent that the ending level differs from the levels assumed above, the results indicated above would be different.

 

 

PRS-8


 

Enhanced Growth Securities

 

Notes Linked to the S&P 500® Index due August 7, 2013

 

   LOGO

 

Hypothetical Returns

The following table illustrates a range of hypothetical ending levels of the Index:

 

   

the hypothetical percentage change from the starting level to the hypothetical ending level;

 

   

the hypothetical redemption amount payable at stated maturity per $1,000 note;

 

   

the hypothetical total pre-tax rate of return; and

 

   

the hypothetical pre-tax annualized rate of return.

 

Hypothetical

ending level

  

Hypothetical

percentage change

from the
starting level to the

hypothetical
ending level

   

Hypothetical

redemption amount

payable at

stated maturity

per $1,000 note

  

Hypothetical

pre-tax  total

rate of return

   

Hypothetical

pre-tax

annualized

rate of  return(1)

 

 1652.40

   50.00   $ 1,330.00    33.00   9.72

 1542.24

   40.00   $ 1,330.00    33.00   9.72

 1432.08

   30.00   $ 1,330.00    33.00   9.72

 1321.92

   20.00   $ 1,250.00    25.00   7.56

 1211.76

   10.00   $ 1,125.00    12.50   3.96

 1156.68

   5.00   $ 1,062.50    6.25   2.03

  1101.60(2)

   0.00   $ 1,000.00    0.00   0.00

 1046.52

   -5.00   $ 1,000.00    0.00   0.00

   991.44

   -10.00   $ 1,000.00    0.00   0.00

   881.28

   -20.00   $ 950.00    -5.00   -1.70

   771.12

   -30.00   $ 850.00    -15.00   -5.33

   660.96

   -40.00   $ 750.00    -25.00   -9.35

   550.80

   -50.00   $ 650.00    -35.00   -13.83

 

(1) The annualized rates of return are calculated on a semi-annual bond equivalent basis.
(2) The starting level.

The above figures are for purposes of illustration only. The actual amount you receive at stated maturity and the resulting pre-tax rates of return will depend on the actual ending level.

 

 

PRS-9


 

Enhanced Growth Securities

 

Notes Linked to the S&P 500® Index due August 7, 2013

 

   LOGO

 

The S&P 500 Index

See “The S&P 500 Index” in Annex A to the accompanying product supplement for information about the S&P 500 Index. Wells Fargo & Company is one of the companies currently included in the S&P 500 Index.

We obtained the closing levels listed below from Bloomberg. You can obtain the level of the S&P 500 Index at any time from Bloomberg under the symbol “SPX” or from the Standard & Poor’s website at www.standardandpoors.com. We make no representation or the warranty as to the accuracy or completeness of the information obtained from these sources. No information contained on the Standard & Poor’s website is incorporated by reference into this pricing supplement.

The following graph sets forth end-of-period closing levels of the S&P 500 Index for each month in the period from January 1999 through July 2010. The closing level on July 30, 2010 was 1101.60.

LOGO

 

 

PRS-10


 

Enhanced Growth Securities

 

Notes Linked to the S&P 500® Index due August 7, 2013

 

   LOGO

 

The S&P 500 Index (Continued)

The following table sets forth the high and low closing levels, as well as end-of-period closing levels, of the S&P 500 Index for each quarter in the period from January 1, 1999 through June 30, 2010 and for the period from July 1, 2010 to July 30, 2010.

 

     High    Low    Period-End

1999

        

First Quarter

   1316.55    1212.19    1286.37

Second Quarter

   1372.71    1281.41    1372.71

Third Quarter

   1418.78    1268.37    1282.71

Fourth Quarter

   1469.25    1247.41    1469.25

2000

        

First Quarter

   1527.46    1333.36    1498.58

Second Quarter

   1516.35    1356.56    1454.60

Third Quarter

   1520.77    1419.89    1436.51

Fourth Quarter

   1436.28    1264.74    1320.28

2001

        

First Quarter

   1373.73    1117.58    1160.33

Second Quarter

   1312.83    1103.25    1224.42

Third Quarter

   1236.72    965.80    1040.94

Fourth Quarter

   1170.35    1038.55    1148.08

2002

        

First Quarter

   1172.51    1080.17    1147.39

Second Quarter

   1146.54    973.53    989.82

Third Quarter

   989.03    797.70    815.28

Fourth Quarter

   938.87    776.76    879.82

2003

        

First Quarter

   931.66    800.73    848.18

Second Quarter

   1011.66    858.48    974.50

Third Quarter

   1039.58    965.46    995.97

Fourth Quarter

   1111.92    1018.22    1111.92

2004

        

First Quarter

   1157.76    1091.33    1126.21

Second Quarter

   1150.57    1084.10    1140.84

Third Quarter

   1129.30    1063.23    1114.58

Fourth Quarter

   1213.55    1094.81    1211.92

2005

        

First Quarter

   1225.31    1163.75    1180.59

Second Quarter

   1216.96    1137.50    1191.33

Third Quarter

   1245.04    1194.44    1228.81

Fourth Quarter

   1272.74    1176.84    1248.29

2006

        

First Quarter

   1307.25    1254.78    1294.83

Second Quarter

   1325.76    1223.69    1270.20

Third Quarter

   1339.15    1234.49    1335.85

Fourth Quarter

   1427.09    1331.32    1418.30

2007

        

First Quarter

   1459.68    1374.12    1420.86

Second Quarter

   1539.18    1424.55    1503.35

Third Quarter

   1553.08    1406.70    1526.75

Fourth Quarter

   1565.15    1407.22    1468.36

2008

        

First Quarter

   1447.16    1273.37    1322.70

Second Quarter

   1426.63    1278.38    1280.00

Third Quarter

   1305.32    1106.39    1166.36

Fourth Quarter

   1161.06    752.44    903.25

2009

        

First Quarter

   934.70    676.53    797.87

Second Quarter

   946.21    811.08    919.32

Third Quarter

   1071.66    879.13    1057.08

Fourth Quarter

   1127.78    1025.21    1115.10

2010

        

First Quarter

   1174.17    1056.74    1169.43

Second Quarter

   1217.28    1030.71    1030.71

July 1, 2010 to July 30, 2010

   1115.01    1022.58    1101.60

 

 

 

PRS-11