Obligation Wells Fargo & Company 0% ( US95000E3P23 ) en USD

Wells Fargo & Company

100 % ▲

Etas-Unis

US95000E3P23 ( en USD )

04/10/2027

Prospectus brochure de l'obligation Wells Fargo US95000E3P23 en USD 0%, échéance 04/10/2027

1 000 USD

95000E3P2

N/A

Wells Fargo est une société financière américaine offrant des services bancaires, d'investissement et de gestion de patrimoine à des particuliers et des entreprises.

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US95000E3P23, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/10/2027

DEFINITIVE PRICING SUPPLEMENT No. 942
424B2 1 d458755d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 942
Filed Pursuant to Rule 424(b)(2)
File No. 333-202840

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Lowest Performing of
the S&P 500® Index and the Russell 2000® Index due October 4, 2027

$1,000,000
$124.50

(1)
The total filing fee of $124.50 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. 942 dated September 28, 2017
(To Market Measure Supplement dated March 18, 2015,
Prospectus Supplement dated March 18, 2015
and Prospectus dated March 18, 2015)

We lls Fa rgo & Com pa ny
M e dium -T e rm N ot e s, Se rie s K
Equit y I nde x Link e d Se c urit ie s

M a rk e t Link e d Se c urit ie s--Ca lla ble w it h Cont inge nt Coupon a nd
Cont inge nt Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Low e st Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll
2 0 0 0 ® I nde x due Oc t obe r 4 , 2 0 2 7

¦ Linked to the low e st pe rform ing of the S&P 500® Index and the Russell 2000® Index (each referred to as an "Index")

¦ The securities are redeemable debt securities of Wells Fargo & Company that, unlike ordinary debt securities, do not provide for fixed
payments of interest and do not repay a fixed amount of principal at stated maturity. Whether the securities pay a contingent coupon and
whether you are repaid the original offering price of your securities at stated maturity (if Wells Fargo & Company does not exercise its
redemption right) will depend in each case on the closing level of the lowest performing Index on the relevant calculation day. The lowest
performing Index on any calculation day is the Index that has the lowest closing level on that calculation day as a percentage of its starting
level

¦ Contingent Coupon. The securities will pay a contingent coupon on a quarterly basis until the earlier of stated maturity or early
redemption if, a nd only if, the closing level of the lowest performing Index on the calculation day for that quarter is greater than or equal
to its threshold level. However, if the closing level of the lowest performing Index on a calculation day is less than its threshold level, you
will not receive any contingent coupon for the relevant quarter. If the closing level of the lowest performing Index is less than its threshold
level on every calculation day, you will not receive any contingent coupons throughout the entire 10-year term of the securities. The
contingent coupon rate is 7.00% per annum

¦ Optional Redemption. Wells Fargo & Company may, at its option, redeem the securities on any contingent coupon payment date
beginning approximately one year after issuance. If Wells Fargo & Company elects to redeem the securities prior to maturity, you will
receive the original offering price plus a final contingent coupon payment, if any

¦ Potential Loss of Principal. If Wells Fargo & Company does not redeem the securities prior to stated maturity, you will receive the
original offering price at stated maturity if, a nd only if, the closing level of the lowest performing Index on the final calculation day is
greater than or equal to its threshold level. If the closing level of the lowest performing Index on the final calculation day is less than its
threshold level, you will lose more than 35%, and possibly all, of the original offering price of your securities

¦ The threshold level for each Index is equal to 65% of its starting level

¦ If the securities are not redeemed prior to stated maturity, you will have full downside exposure to the lowest performing Index from its
starting level if its closing level on the final calculation day is less than its threshold level, but you will not participate in any appreciation of
either Index and will not receive any dividends on securities included in either Index

¦ Your return on the securities will depend solely on the performance of the Index that is the lowest performing Index on each calculation
day. You will not benefit in any way from the performance of the better performing Index. Therefore, you will be adversely affected if
e it he r Index performs poorly, even if the other Index performs favorably

¦ All payments on the securities are subject to the credit risk of Wells Fargo & Company, and you will have no ability to pursue any
securities included in either Index for payment; if Wells Fargo & Company defaults on its obligations, you could lose some or all of your
investment

¦ No exchange listing; designed to be held to maturity

On t he da t e of t his pric ing supple m e nt , t he e st im a t e d va lue of t he se c urit ie s is $ 9 1 3 .0 1 pe r se c urit y. T he e st im a t e d va lue of
t he se c urit ie s w a s de t e rm ine d for us by We lls Fa rgo Se c urit ie s, LLC using it s proprie t a ry pric ing m ode ls. I t is not a n indic a t ion
of a c t ua l profit t o us or t o We lls Fa rgo Se c urit ie s, LLC or a ny of our ot he r a ffilia t e s, nor is it a n indic a t ion of t he pric e , if a ny,
a t w hic h We lls Fa rgo Se c urit ie s, LLC or a ny ot he r pe rson m a y be w illing t o buy t he se c urit ie s from you a t a ny t im e a ft e r
issua nc e . Se e "I nve st m e nt De sc ript ion" in t his pric ing supple m e nt .
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DEFINITIVE PRICING SUPPLEMENT No. 942
T he se c urit ie s ha ve c om ple x fe a t ure s a nd inve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n
inve st m e nt in c onve nt iona l de bt se c urit ie s. Se e "Risk Fa c t ors" he re in on pa ge PRS-1 2 .
T he se c urit ie s a re unse c ure d obliga t ions of We lls Fa rgo & Com pa ny a nd a ll pa ym e nt s on t he se c urit ie s a re subje c t t o t he
c re dit risk of We lls Fa rgo & Com pa ny. T he se c urit ie s a re not de posit s or ot he r obliga t ions of a de posit ory inst it ut ion a nd a re
not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion, t he De posit I nsura nc e Fund or a ny ot he r gove rnm e nt a l a ge nc y of t he
U nit e d St a t e s or a ny ot he r jurisdic t ion.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se
se c urit ie s or de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying m a rk e t m e a sure supple m e nt , prospe c t us supple m e nt
a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

Original Offering Price

Agent Discount(1)

Proceeds to Wells Fargo
Per Security
$1,000.00

$25.00

$975.00
Total
$1,000,000.00

$25,000.00

$975,000.00

(1) Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Company, is the agent for the distribution of the securities and is acting as principal. See
"Investment Description" in this pricing supplement for further information.
We lls Fa rgo Se c urit ie s
M a rk e t Link e d Se c urit ie s--Ca lla ble w it h Cont inge nt Coupon a nd
Cont inge nt Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Low e st Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x due Oc t obe r 4 , 2 0 2 7

I nve st m e nt De sc ript ion
The Principal at Risk Securities Linked to the Lowest Performing of the S&P 500® Index and the Russell 2000® Index due October 4, 2027 are
senior unsecured debt securities of Wells Fargo & Company ("Wells Fargo") that do not provide for fixed payments of interest, do not repay a fixed
amount of principal at stated maturity and are subject to redemption by Wells Fargo beginning approximately one year after issuance. Whether the
securities pay a quarterly contingent coupon and, if the securities are not previously redeemed by Wells Fargo, whether you are repaid the original
offering price of your securities at stated maturity will depend in each case upon the closing level of the lowest performing of the S&P 500® Index
and the Russell 2000® Index (each referred to as an "Index") on the relevant calculation day. The lowest performing Index on any calculation day is
the Index that has the lowest closing level on that calculation day as a percentage of its starting level. The securities provide:

(i)
quarterly contingent coupon payments at a rate of 7.00% per annum until the earlier of stated maturity or early redemption if, and only

if, the closing level of the lowest performing Index on the applicable quarterly calculation day is greater than or equal to 65% of its
starting level;

(ii)
early redemption solely at the option of Wells Fargo beginning approximately one year after issuance for the original offering price plus

a final contingent coupon payment, if any; and

(iii) if Wells Fargo does not redeem the securities prior to stated maturity:

(a)
repayment of the original offering price if, and only if, the closing level of the lowest performing Index on the final calculation

day has not declined by more than 35% from its starting level; and

(b)
full exposure to the decline in the level of the lowest performing Index on the final calculation day from its starting level if the

lowest performing Index has declined by more than 35% from its starting level.
If the closing level of the lowest performing Index on any quarterly calculation day is less than 65% of its starting level, you will not receive
any contingent coupon payment for that quarter. If the securities are not redeemed prior to stated maturity and the closing level of the
lowest performing Index on the final calculation day has declined by more than 35% from its starting level, you will lose more than 35%,
and possibly all, of the original offering price of your securities at stated maturity. Accordingly, you will not receive any protection if the
closing level of the lowest performing Index on the final calculation day has declined by more than 35% from its starting level.
Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not participate in any
appreciation of either Index, but you will be fully exposed to the decline in the lowest performing Index on the final calculation day if the
securities are not redeemed prior to stated maturity and the closing level of the lowest performing Index on the final calculation day has
declined by more than 35% from its starting level.
All payments on the securities are subject to the credit risk of Wells Fargo.
Your return on the securities will depend solely on the performance of the Index that is the lowest performing Index on each calculation
day. You will not benefit in any way from the performance of the better performing Index. Therefore, you will be adversely affected if
either Index performs poorly, even if the other Index performs favorably.
The securities are riskier than alternative investments linked to only one of the Indices or linked to a basket composed of both Indices.
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DEFINITIVE PRICING SUPPLEMENT No. 942
Unlike those alternative investments, the securities will be subject to the full risks of both Indices, with no offsetting benefit from the better
performing Index. The securities are designed for investors who understand and are willing to bear this additional risk in exchange for the
potential contingent coupon payments that the securities offer. Because the securities may be adversely affected by poor performance by
either Index, you should not invest in the securities unless you understand and are willing to accept the full downside risks of both Indices.

PRS-2
M a rk e t Link e d Se c urit ie s--Ca lla ble w it h Cont inge nt Coupon a nd
Cont inge nt Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Low e st Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x due Oc t obe r 4 , 2 0 2 7

I nve st m e nt De sc ript ion (Cont inue d)

The S&P 500® Index is an equity index that is intended to provide an indication of the pattern of common stock price movement in the large
capitalization segment of the United States equity market. The Russell 2000® Index is an equity index that is designed to reflect the performance of
the small capitalization segment of the United States equity market.
You should read this pricing supplement together with the market measure supplement dated March 18, 2015, the prospectus supplement dated
March 18, 2015 and the prospectus dated March 18, 2015 for additional information about the securities. Information included in this pricing
supplement supersedes information in the market measure 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 prospectus supplement.
You may access the market measure supplement, prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such
address has changed, by reviewing our filing for the relevant date on the SEC website):

· Market Measure Supplement dated March 18, 2015 filed with the SEC on March 18, 2015:
http://www.sec.gov/Archives/edgar/data/72971/000119312515096591/d890724d424b2.htm

· Prospectus Supplement dated March 18, 2015 and Prospectus dated March 18, 2015 filed with the SEC on March 18, 2015:
http://www.sec.gov/Archives/edgar/data/72971/000119312515096449/d890684d424b2.htm

®
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DEFINITIVE PRICING SUPPLEMENT No. 942
The S&P 500 Index is a product of S&P Dow Jones Indices LLC ("SPDJI"), and has been licensed for use by Wells Fargo & Company ("WFC"). Standard & Poor's ,
S&P® and S&P 500® are registered trademarks of Standard & Poor's Financial Services LLC ("S&P"); Dow Jones® is a registered trademark of Dow Jones Trademark
Holdings LLC ("Dow Jones"); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by WFC. The securities are not sponsored,
endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing
in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.
"Russell 2000®" and "FTSE Russell" are trademarks of the London Stock Exchange Group companies, and have been licensed for use by us. The securities, based on the
performance of the Russell 2000® Index, are not sponsored, endorsed, sold or promoted by FTSE Russell and FTSE Russell makes no representation regarding the
advisability of investing in the securities.

PRS-3
M a rk e t Link e d Se c urit ie s--Ca lla ble w it h Cont inge nt Coupon a nd
Cont inge nt Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Low e st Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x due Oc t obe r 4 , 2 0 2 7

I nve st m e nt De sc ript ion (Cont inue d)

The original offering price of each security of $1,000 includes certain costs that are borne by you. Because of these costs, the estimated value of the
securities on the pricing date is less than the original offering price. The costs included in the original offering price relate to selling, structuring,
hedging and issuing the securities, as well as to our funding considerations for debt of this type.
The costs related to selling, structuring, hedging and issuing the securities include (i) the agent discount, (ii) the projected profit that our hedge
counterparty (which may be one of our affiliates) expects to realize for assuming risks inherent in hedging our obligations under the securities and
(iii) hedging and other costs relating to the offering of the securities.
Our funding considerations take into account the higher issuance, operational and ongoing management costs of market-linked debt such as the
securities as compared to our conventional debt of the same maturity, as well as our liquidity needs and preferences. Our funding considerations are
reflected in the fact that we determine the economic terms of the securities based on an assumed funding rate that is generally lower than the interest
rates implied by secondary market prices for our debt obligations and/or by other traded instruments referencing our debt obligations, which we refer
to as our "secondary market rates." As discussed below, our secondary market rates are used in determining the estimated value of the securities.
If the costs relating to selling, structuring, hedging and issuing the securities were lower, or if the assumed funding rate we use to determine the
economic terms of the securities were higher, the economic terms of the securities would be more favorable to you and the estimated value would be
higher. The estimated value of the securities as of the pricing date is set forth on the cover page of this pricing supplement.
Determining the estimated value
Our affiliate, Wells Fargo Securities, LLC ("WFS"), calculated the estimated value of the securities set forth on the cover page of this pricing
supplement based on its proprietary pricing models. Based on these pricing models and related market inputs and assumptions referred to in this
section below, WFS determined an estimated value for the securities by estimating the value of the combination of hypothetical financial instruments
that would replicate the payout on the securities, which combination consists of a non-interest bearing, fixed-income bond (the "debt component")
and one or more derivative instruments underlying the economic terms of the securities (the "derivative component").
The estimated value of the debt component is based on a reference interest rate, determined by WFS as of a recent date, that generally tracks our
secondary market rates. Because WFS does not continuously calculate our reference interest rate, the reference interest rate used in the calculation of
the estimated value of the debt component may be higher or lower than our secondary market rates at the time of that calculation. As noted above,
we determine the economic terms of the securities based upon an assumed funding rate that is generally lower than our secondary market rates. In
contrast, in determining the estimated value of the securities, we value the debt component using a reference interest rate that generally tracks our
secondary market rates. Because the reference interest rate is generally higher than the assumed funding rate, using the reference interest rate to
value the debt component generally results in a lower estimated value for the debt component, which we believe more closely approximates a market
valuation of the debt component than if we had used the assumed funding rate.
WFS calculated the estimated value of the derivative component based on a proprietary derivative-pricing model, which generated a theoretical price
for the derivative instruments that constitute the derivative component based on various inputs, including the "derivative component factors"
identified in "Risk Factors--The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are
Related In Complex Ways." These inputs may be market-observable or may be based on assumptions made by WFS in its discretion.
The estimated value of the securities determined by WFS is subject to important limitations. See "Risk Factors--The Estimated Value Of The
Securities Is Determined By Our Affiliate's Pricing Models, Which May Differ From Those Of Other Dealers" and "--Our Economic Interests And
Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests."

PRS-4
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DEFINITIVE PRICING SUPPLEMENT No. 942
M a rk e t Link e d Se c urit ie s--Ca lla ble w it h Cont inge nt Coupon a nd
Cont inge nt Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Low e st Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x due Oc t obe r 4 , 2 0 2 7

I nve st m e nt De sc ript ion (Cont inue d)

Valuation of the securities after issuance
The estimated value of the securities is not an indication of the price, if any, at which WFS or any other person may be willing to buy the securities
from you in the secondary market. The price, if any, at which WFS or any of its affiliates may purchase the securities in the secondary market will
be based upon WFS's proprietary pricing models and will fluctuate over the term of the securities due to changes in market conditions and other
relevant factors. However, absent changes in these market conditions and other relevant factors, except as otherwise described in the following
paragraph, any secondary market price will be lower than the estimated value on the pricing date because the secondary market price will be reduced
by a bid-offer spread, which may vary depending on the aggregate face amount of the securities to be purchased in the secondary market transaction,
and the expected cost of unwinding any related hedging transactions. Accordingly, unless market conditions and other relevant factors change
significantly in your favor, any secondary market price for the securities is likely to be less than the original offering price.
If WFS or any of its affiliates makes a secondary market in the securities at any time up to the issue date or during the 6-month period following the
issue date, the secondary market price offered by WFS or any of its affiliates will be increased by an amount reflecting a portion of the costs
associated with selling, structuring, hedging and issuing the securities that are included in the original offering price. Because this portion of the costs
is not fully deducted upon issuance, any secondary market price offered by WFS or any of its affiliates during this period will be higher than it would
be if it were based solely on WFS's proprietary pricing models less the bid-offer spread and hedging unwind costs described above. The amount of
this increase in the secondary market price will decline steadily to zero over this 6-month period. If you hold the securities through an account at
WFS or any of its affiliates, we expect that this increase will also be reflected in the value indicated for the securities on your brokerage account
statement.
If WFS or any of its affiliates makes a secondary market in the securities, WFS expects to provide those secondary market prices to any unaffiliated
broker-dealers through which the securities are held and to commercial pricing vendors. If you hold your securities through an account at a broker-
dealer other than WFS or any of its affiliates, that broker-dealer may obtain market prices for the securities from WFS (directly or indirectly), but
could also obtain such market prices from other sources, and may be willing to purchase the securities at any given time at a price that differs from
the price at which WFS or any of its affiliates is willing to purchase the securities. As a result, if you hold your securities through an account at a
broker-dealer other than WFS or any of its affiliates, the value of the securities on your brokerage account statement may be different than if you
held your securities at WFS or any of its affiliates.
The securities will not be listed or displayed on any securities exchange or any automated quotation system. Although WFS and/or its affiliates may
buy the securities from investors, they are not obligated to do so and are not required to make a market for the securities. There can be no assurance
that a secondary market will develop.

PRS-5
M a rk e t Link e d Se c urit ie s--Ca lla ble w it h Cont inge nt Coupon a nd
Cont inge nt Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Low e st Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x due Oc t obe r 4 , 2 0 2 7

I nve st or Conside ra t ions
We have designed the securities for investors who:

¦ seek an investment with contingent quarterly coupon payments at a rate of 7.00% per annum until the earlier of stated maturity or early
redemption, if, and only if, the closing level of the lowest performing Index on the applicable quarterly calculation day is greater than or equal to
65% of its starting level;

¦ understand that if we do not exercise our redemption right and the closing level of the lowest performing Index on the final calculation day has
declined by more than 35% from its starting level, they will be fully exposed to the decline in the lowest performing Index from its starting level
and will lose more than 35%, and possibly all, of the original offering price at stated maturity;

¦ are willing to accept the risk that they may not receive any contingent coupon payment on one or more, or any, quarterly contingent coupon
payment dates over the term of the securities and may lose all of the original offering price per security at maturity;

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DEFINITIVE PRICING SUPPLEMENT No. 942
¦ understand that we may redeem the securities prior to stated maturity at our option beginning approximately one year after issuance and that it is
more likely that we will redeem the securities when it would otherwise be advantageous for you to continue to hold the securities;

¦ understand that the return on the securities will depend solely on the performance of the Index that is the lowest performing Index on each
calculation day and that they will not benefit in any way from the performance of the better performing Index;

¦ understand that the securities are riskier than alternative investments linked to only one of the Indices or linked to a basket composed of both
Indices;

¦ understand and are willing to accept the full downside risks of both Indices;

¦ are willing to forgo participation in any appreciation of either Index and dividends on securities included in either Index; and

¦ are willing to hold the securities to maturity.
The securities 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 securities to maturity;

¦ require full payment of the original offering price of the securities at stated maturity;

¦ seek a security with a fixed term;

¦ are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the original offering price, as set forth on the
cover page;

¦ are unwilling to accept the risk that the closing level of the lowest performing Index on the final calculation day may decline by more than 35%
from its starting level;

¦ seek certainty of current income over the term of the securities;

¦ seek exposure to the upside performance of either or both Indices;

¦ seek exposure to a basket composed of both Indices or a similar investment in which the overall return is based on a blend of the performances of
the Indices, rather than solely on the lowest performing Index;

¦ are unwilling to accept the risk of exposure to both the large and small capitalization segments of the United States equity market;

¦ are unwilling to accept the credit risk of Wells Fargo; or

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

PRS-6
M a rk e t Link e d Se c urit ie s--Ca lla ble w it h Cont inge nt Coupon a nd
Cont inge nt Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Low e st Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x due Oc t obe r 4 , 2 0 2 7

T e rm s of t he Se c urit ie s

Market
The S&P 500® Index and the Russell 2000® Index (each referred to as an "Index," and collectively as the "Indices")
Measures:

Pricing Date:
September 28, 2017.

Issue Date:
October 3, 2017. (T+3)

Original
$1,000 per security. References in this pricing supplement to a "security" are to a security with an original offering price of
Offering Price:
$1,000.

On each contingent coupon payment date, you will receive a contingent coupon payment at a per annum rate equal to the
contingent coupon rate if, and only if, the closing level of the lowest performing Index on the related calculation day is greater
than or equal to its threshold level.

Contingent
If the closing level of the lowest performing Index on any calculation day is less than its threshold level, you will not
Coupon
receive any contingent coupon payment on the related contingent coupon payment date. If the closing level of the
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DEFINITIVE PRICING SUPPLEMENT No. 942
Payment:
lowest performing Index is less than its threshold level on all quarterly calculation days, you will not receive any
contingent coupon payments over the term of the securities.

Each quarterly contingent coupon payment, if any, will be calculated per security as follows: $1,000 x contingent coupon rate
x (90/360). Any contingent coupon payments will be rounded to the nearest cent, with one-half cent rounded upward.

Quarterly, on the third business day following each calculation day (as each such calculation day may be postponed pursuant
Contingent
to "--Postponement of a Calculation Day" below, if applicable), provided that the contingent coupon payment date with
Coupon
respect to the final calculation day will be the stated maturity date. If a calculation day is postponed with respect to one or both
Payment Dates:
Indices, the related contingent coupon payment date will be three business days after the last calculation day as postponed.

Contingent
The "contingent coupon rate" is 7.00% per annum.
Coupon Rate:

Wells Fargo may, at its option, redeem the securities, in whole but not in part, on any optional redemption date. If Wells Fargo
elects to redeem the securities prior to stated maturity, you will be entitled to receive on the applicable optional redemption
date a cash payment per security in U.S. dollars equal to the original offering price per security plus a final contingent coupon
payment, if any.

Optional
If Wells Fargo elects to redeem the securities on an optional redemption date, Wells Fargo will give you notice on or before
Redemption:
the calculation day immediately preceding that optional redemption date. Any redemption of the securities will be at Wells
Fargo's option and will not automatically occur based on the performance of either Index.

If the securities are redeemed, they will cease to be outstanding on the applicable optional redemption date and you will have
no further rights under the securities after that date.

Quarterly, on the 29th day of each March, June, September and December, commencing December 2017 and ending June
Calculation
2027, and the final calculation day, each subject to postponement as described below under "--Postponement of a Calculation
Days:

Day." We refer to September 29, 2027 as the "final calculation day."

Optional
Quarterly, beginning approximately one year after the issue date, on the contingent coupon payment dates following each
Redemption
calculation day scheduled to occur from September 2018 to June 2027, inclusive.
Dates:

PRS-7
M a rk e t Link e d Se c urit ie s--Ca lla ble w it h Cont inge nt Coupon a nd
Cont inge nt Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Low e st Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x due Oc t obe r 4 , 2 0 2 7

T e rm s of t he Se c urit ie s (Cont inue d)

October 4, 2027. If the final calculation day is postponed, the stated maturity date will be the later of (i) October 4, 2027 and
(ii) three business days after the last final calculation day as postponed. See "--Postponement of a Calculation Day" below. If
Stated Maturity
the stated maturity date is not a business day, the payment to be made on the stated maturity date will be made on the next
Date:
succeeding business day with the same force and effect as if it had been made on the stated maturity date. The securities are
not subject to repayment at the option of any holder of the securities prior to the stated maturity date.

If Wells Fargo does not redeem the securities prior to the stated maturity date, you will be entitled to receive on the stated
maturity date a cash payment per security in U.S. dollars equal to the redemption amount (in addition to the final contingent
coupon payment, if any). The "redemption amount" per security will equal:

· if the ending level of the lowest performing Index on the final calculation day is greater than or equal to its threshold level:
$1,000; or

· if the ending level of the lowest performing Index on the final calculation day is less than its threshold level:

$1,000 × performance factor of the lowest performing Index on the final calculation day

Payment at
If Wells Fargo does not redeem the securities prior to stated maturity and the ending level of the lowest performing
Stated Maturity:
Index on the final calculation day is less than its threshold level, you will lose more than 35%, and possibly all, of the
original offering price of your securities at stated maturity.

Any return on the securities will be limited to the sum of your contingent coupon payments, if any. You will not
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DEFINITIVE PRICING SUPPLEMENT No. 942
participate in any appreciation of either Index, but you will have full downside exposure to the lowest performing Index
on the final calculation day if the ending level of that Index is less than its threshold level.

All calculations with respect to the redemption amount will be rounded to the nearest one hundred-thousandth, with five
one-millionths rounded upward (e.g., 0.000005 would be rounded to 0.00001); and the redemption amount will be rounded to
the nearest cent, with one-half cent rounded upward.

Lowest
For any calculation day, the "lowest performing Index" will be the Index with the lowest performance factor on that
Performing
calculation day (as such calculation day may be postponed for one or both Indices pursuant to "--Postponement of a
Index:
Calculation Day" below, if applicable).

Performance
With respect to an Index on any calculation day, its closing level on such calculation day divided by its starting level
Factor:
(expressed as a percentage).

With respect to each Index, the "closing level" of that Index on any trading day means the official closing level of that Index
reported by the relevant index sponsor on such trading day, as obtained by the calculation agent on such trading day from the
licensed third-party market data vendor contracted by the calculation agent at such time; in particular, taking into account the
decimal precision and/or rounding convention employed by such licensed third-party market data vendor on such
Closing Level:
date. Currently, the calculation agent obtains market data from Thomson Reuters Ltd., but the calculation agent may change its
market data vendor at any time without notice. The foregoing provisions of this definition of "closing level" are subject to the
provisions set forth below under "Additional Terms of the Securities--Market Disruption Events," "--Adjustments to the
Indices" and "--Discontinuance of the Indices."

With respect to the S&P 500 Index: 2510.06, its closing level on the pricing date.
Starting Level:

With respect to the Russell 2000 Index: 1488.786, its closing level on the pricing date.

PRS-8
M a rk e t Link e d Se c urit ie s--Ca lla ble w it h Cont inge nt Coupon a nd
Cont inge nt Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Low e st Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x due Oc t obe r 4 , 2 0 2 7

T e rm s of t he Se c urit ie s (Cont inue d)

Ending Level:
The "ending level" of an Index will be its closing level on the final calculation day.

Threshold
With respect to the S&P 500 Index: 1631.539, which is equal to 65% of its starting level.

Level:
With respect to the Russell 2000 Index: 967.7109, which is equal to 65% of its starting level.

If any calculation day is not a trading day with respect to either Index, such calculation day for each Index will be postponed to
Postponement of
the next succeeding day that is a trading day with respect to each Index. A calculation day for an Index is also subject to
a Calculation
postponement due to the occurrence of a market disruption event with respect to such Index on such calculation day. See
Day:

"Additional Terms of the Securities--Market Disruption Events."

Calculation
Wells Fargo Securities, LLC
Agent:

No Listing:
The securities will not be listed on any securities exchange or automated quotation system.

Material Tax
For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of
Consequences:
the securities, see "United States Federal Tax Considerations."

Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Company. The agent may resell the securities to
other securities dealers at the original offering price of the securities less a concession not in excess of $25.00 per security.

The agent or another affiliate of ours expects to realize hedging profits projected by its proprietary pricing models to the extent
Agent:
it assumes the risks inherent in hedging our obligations under the securities. If any dealer participating in the distribution of the
securities or any of its affiliates conducts hedging activities for us in connection with the securities, that dealer or its affiliate
will expect to realize a profit projected by its proprietary pricing models from such hedging activities. Any such projected
profit will be in addition to any discount or concession received in connection with the sale of the securities to you.

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DEFINITIVE PRICING SUPPLEMENT No. 942
Denominations:
$1,000 and any integral multiple of $1,000.

CUSIP:
95000E3P2

PRS-9
M a rk e t Link e d Se c urit ie s--Ca lla ble w it h Cont inge nt Coupon a nd
Cont inge nt Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Low e st Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x due Oc t obe r 4 , 2 0 2 7

De t e rm ining Pa ym e nt On A Cont inge nt Coupon Pa ym e nt Da t e a nd a t M a t urit y
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.
Step 1: Determine which Index is the lowest performing Index on the relevant calculation day. The lowest performing Index on any calculation day
is the Index with the lowest performance factor on that calculation day. The performance factor of an Index on a calculation day is its closing level
on that calculation day as a percentage of its starting level (i.e., its closing level on that calculation day divided by its starting level).
Step 2: Determine whether a contingent coupon is paid on the applicable contingent coupon payment date based on the closing level of the lowest
performing Index on the relevant calculation day, as follows:

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:
Step 1: Determine which Index is the lowest performing Index on the final calculation day. The lowest performing Index on the final calculation day
is the Index with the lowest performance factor on the final calculation day. The performance factor of an Index on the final calculation day is its
ending level as a percentage of its starting level (i.e., its ending level divided by its starting level).
Step 2: Calculate the redemption amount based on the ending level of the lowest performing Index, as follows:

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DEFINITIVE PRICING SUPPLEMENT No. 942

PRS-10
M a rk e t Link e d Se c urit ie s--Ca lla ble w it h Cont inge nt Coupon a nd
Cont inge nt Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Low e st Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he
Russe ll 2 0 0 0 ® I nde x due Oc t obe r 4 , 2 0 2 7

H ypot he t ic a l Pa yout Profile
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.

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Document Outline

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