Obligation Wells Fargo & Company 0% ( US95000E4K27 ) en USD

Société émettrice Wells Fargo & Company
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US95000E4K27 ( en USD )
Coupon 0%
Echéance 04/01/2021 - Obligation échue



Prospectus brochure de l'obligation Wells Fargo US95000E4K27 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 2 386 000 USD
Cusip 95000E4K2
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée 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 Wells Fargo (US95000E4K27, CUSIP 95000E4K2), émise aux États-Unis pour un montant total de 2 386 000 USD, avec une taille minimale d'achat de 1 000 USD, un taux d'intérêt de 0%, et une fréquence de paiement semestrielle, est arrivée à échéance le 04/01/2021 et a été intégralement remboursée à 100% de sa valeur nominale.







DEFINITIVE PRICING SUPPLEMENT No. 964
424B2 1 d518338d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 964
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 Energy Select Sector
SPDR® Fund due January 4, 2021

$2,386,000
$297.06

(1)
The total filing fee of $297.06 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. 964 dated December 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
ET F Link e d Se c urit ie s
M a rk e t Link e d Se c urit ie s--Aut o-Ca lla ble w it h Fix e d Pe rc e nt a ge
Buffe re d Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Ene rgy Se le c t Se c t or SPDR® Fund due
J a nua ry 4 , 2 0 2 1
¦ Linked to the Energy Select Sector SPDR® Fund

¦ Unlike ordinary debt securities, the securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject
to potential automatic call upon the terms described below. Any return you receive on the securities and whether they are
automatically called will depend on the performance of the Fund

¦ Automatic Call. If the fund closing price of the Fund on any call date is greater than or equal to the starting price, we will
automatically call the securities for the original offering price plus the call premium applicable to that call date



Ca ll Da t e

Ca ll Pre m ium


January 3, 2019
7.30% of the original offering price


January 3, 2020
14.60% of the original offering price


December 24, 2020 (the "final calculation day")
21.90% of the original offering price

¦ Payment at Maturity. If the securities are not automatically called prior to the final calculation day, the payment at maturity will
be based upon the fund closing price of the Fund on the final calculation day and could be greater than, equal to or less than the
original offering price per security as follows:

? If the fund closing price of the Fund on the final calculation day is greater than or equal to the starting price, the securities will be

automatically called for the original offering price plus the call premium applicable to the final calculation day described above

?
If the fund closing price of the Fund on the final calculation day is less than the starting price, but not by more than 10%, you will

receive the original offering price of your securities at maturity

?
If the fund closing price of the Fund on the final calculation day is less than the starting price by more than 10%, you will receive
less than the original offering price and have 1-to-1 downside exposure to the decrease in the price of the Fund in excess of

10%

¦ Investors may lose up to 90% of the original offering price

¦ Any positive return on the securities will be limited to the applicable call premium, even if the fund closing price of the Fund on the
applicable call date significantly exceeds the starting price. You will not participate in any appreciation of the Fund beyond the
applicable fixed call premium.

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

¦ No periodic interest or dividends

¦ 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 4 9 .9 4 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
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DEFINITIVE PRICING SUPPLEMENT No. 964
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 .
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 0 .
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

$18.25

$981.75
Total
$2,386,000.00

$43,544.50

$2,342,455.50
(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--Aut o -Ca lla ble w it h Fix e d Pe rc e nt a ge Buffe re d
Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Ene rgy Se le c t Se c t or SPDR® Fund due J a nua ry 4 , 2 0 2 1

I nve st m e nt De sc ript ion
The Principal at Risk Securities Linked to the Energy Select Sector SPDR® Fund due January 4, 2021 are senior unsecured debt securities of Wells
Fargo & Company ("Wells Fargo") that do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential
automatic call upon the terms described in this pricing supplement. The return you receive on the securities and whether they are automatically called
will depend on the performance of the Energy Select Sector SPDR® Fund (the "Fund"). The securities provide:

(i)
the possibility of an automatic early call of the securities at a fixed call premium if the fund closing price of the Fund on either of the first

two call dates is greater than or equal to the starting price; and


(ii)
if the securities are not automatically called prior to the final calculation day:

(a)
the possibility of a return equal to the call premium applicable to the final calculation day if the fund closing price of the Fund on

the final calculation day is greater than or equal to the starting price;

(b)
repayment of principal if, and only if, the fund closing price of the Fund on the final calculation day is not less than the starting

price by more than 10%; and

(c)
exposure to decreases in the price of the Fund if and to the extent the fund closing price of the Fund on the final calculation day is

less than the starting price by more than 10%.
If the fund closing price of the Fund is less than the starting price on each of the three call dates (including the final calculation day), you
will not receive any positive return on your investment in the securities. If the fund closing price of the Fund on the final calculation day is
less than the starting price by more than 10%, you will receive less, and possibly 90% less, than the original offering price of your securities
at maturity.
Any positive return on the securities will be limited to the applicable call premium, even if the fund closing price of the Fund on the
applicable call date exceeds the starting price by more than percentage represented by that call premium. You will not participate in any
appreciation of the Fund beyond the applicable fixed call premium.
All payments on the securities are subject to the credit risk of Wells Fargo.
The Fund is an exchange traded fund that seeks to track the Energy Select Sector Index, an equity index that is intended to provide investors with a
way to track the movements of certain public companies that represent the energy sector of the S&P 500® Index.
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
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DEFINITIVE PRICING SUPPLEMENT No. 964
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


SPDR®, S&P 500® and Select Sector SPDRs® are trademarks of Standard & Poor's Financial Services LLC ("S&P Financial"). The securities are not sponsored, endorsed,
sold or promoted by the Select Sector SPDR Trust (the "SPDR Trust"), SSgA Funds Management, Inc. ("SSgA") or S&P Financial. None of the SPDR Trust, SSgA or S&P
Financial makes any representations or warranties to the holders of the securities or any member of the public regarding the advisability of investing in the securities. None
of the SPDR Trust, SSgA or S&P Financial will have any obligation or liability in connection with the registration, operation, marketing, trading or sale of the securities or
in connection with Wells Fargo & Company's use of information about the Energy Select Sector SPDR® Fund.

PRS-2
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Dow nside
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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
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DEFINITIVE PRICING SUPPLEMENT No. 964
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 "Risk Factors--Our Economic
Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests."
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.

PRS-3
M a rk e t Link e d Se c urit ie s--Aut o -Ca lla ble w it h Fix e d Pe rc e nt a ge Buffe re d
Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Ene rgy Se le c t Se c t or SPDR® Fund due J a nua ry 4 , 2 0 2 1

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

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 3-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 3-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-4
M a rk e t Link e d Se c urit ie s--Aut o -Ca lla ble w it h Fix e d Pe rc e nt a ge Buffe re d
Dow nside
Princ ipa l a t Risk Se c urit ie s Link e d t o t he Ene rgy Se le c t Se c t or SPDR® Fund due J a nua ry 4 , 2 0 2 1

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

¦ believe that the fund closing price of the Fund will be greater than or equal to the starting price on one of the three call dates;

¦ seek the potential for a fixed return if the Fund has appreciated at all as of any of the three call dates in lieu of full participation in any potential
appreciation of the Fund;
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DEFINITIVE PRICING SUPPLEMENT No. 964

¦ understand that if the fund closing price of the Fund is less than the starting price on each of the three call dates (including the final calculation
day), they will not receive any positive return on their investment in the securities, and that if the fund closing price of the Fund on the final
calculation day is less than the starting price by more than 10%, they will receive less, and possibly 90% less, than the original offering price per
security at maturity;

¦ understand that the term of the securities may be as short as approximately one year and that they will not receive a higher call premium payable
with respect to a later call date if the securities are called on an earlier call date;

¦ are willing to forgo interest payments on the securities and dividends on shares of the Fund; and

¦ are willing to hold the securities until 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 maturity;

¦ believe that the fund closing price of the Fund will be less than the starting price on each of the three call dates;

¦ seek a security with a fixed term;

¦ are unwilling to accept the risk that, if the fund closing price of the Fund is less than the starting price on each of the three call dates (including the
final calculation day), they will not receive any positive return on their investment in the securities;

¦ are unwilling to accept the risk that the fund closing price of the Fund may decrease by more than 10% from the starting price to the ending price;

¦ 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;

¦ seek current income;

¦ are unwilling to accept the risk of exposure to companies in the energy industry;

¦ seek exposure to the upside performance of the Fund beyond the applicable call premiums;

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

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

PRS-5
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T e rm s of t he Se c urit ie s

Market
Measure:
Energy Select Sector SPDR® Fund


Pricing Date:
December 28, 2017

Issue Date:
January 3, 2018 (T+3)

Original
Offering Price:
$1,000 per security. References in this pricing supplement to a "security" are to a security with a face amount of $1,000.


If the fund closing price of the Fund on any call date (including the final calculation day) is greater than or equal to the starting
price, the securities will be automatically called, and on the related call settlement date you will be entitled to receive a cash
payment per security in U.S. dollars equal to the original offering price per security plus the call premium applicable to the
relevant call date. The last call date is the final calculation day, and payment upon an automatic call on the final calculation
day, if applicable, will be made on the stated maturity date.

Automatic Call:
Any positive return on the securities will be limited to the applicable call premium, even if the fund closing price of the
Fund on the applicable call date significantly exceeds the starting price. You will not participate in any appreciation of
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DEFINITIVE PRICING SUPPLEMENT No. 964
the Fund beyond the applicable call premium.

If the securities are automatically called, they will cease to be outstanding on the related call settlement date and you will have
no further rights under the securities after such call settlement date. You will not receive any notice from us if the securities
are automatically called.

Payment per Security upon

Call Date


Call Premium

an Automatic Call
January 3, 2019


7.30% of the original offering price

$1,073.00
January 3, 2020


14.60% of the original offering price

$1,146.00
Call Dates and
December 24, 2020


21.90% of the original offering price

$1,219.00
Call Premiums:

We refer to December 24, 2020 as the "final calculation day."

The call dates are subject to postponement for non-trading days and the occurrence of a market disruption event. See "--
Postponement of a Calculation Day" below.

Call Settlement
Five business days after the applicable call date (as each such call date may be postponed pursuant to "--Postponement of a
Date:
Calculation Day" below, if applicable); provided that the call settlement date for the last call date is the stated maturity date.

January 4, 2021. If the final calculation day is postponed, the stated maturity date will be the later of (i) January 4, 2021 and
(ii) three business days after the final calculation day as postponed. See "--Postponement of a Calculation Day" below. If the
Stated Maturity
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 the fund closing price of the Fund is less than the starting price on each of the three call dates, the securities will not be
automatically called, and on the stated maturity date, you will be entitled to receive a cash payment per security in U.S.
dollars determined as follows:

·
if the ending price is greater than or equal to the threshold price: $1,000; or

·
if the ending price is less than the threshold price: $1,000 minus:









Payment at







threshold price ­ ending price

$1,000 ×
Maturity:







starting price










If the securities are not automatically called prior to the final calculation day and the ending price is less than the
threshold price, you will receive less, and possibly 90% less, than the original offering price of your securities at
maturity.

All calculations with respect to any payments on the securities (whether upon automatic call or at maturity) 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 such payment will be rounded to the nearest cent, with one-half cent rounded upward.

PRS-6
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T e rm s of t he Se c urit ie s (Cont inue d)

Fund Closing
The "fund closing price" with respect to the Fund on any trading day means the product of (i) the closing price of one share
Price:
of the Fund (or one unit of any other security for which a fund closing price must be determined) on such trading day and (ii)

the adjustment factor applicable to the Fund on such trading day.
The "closing price" with respect to a share of the Fund (or one unit of any other security for which a closing price must be
determined) on any trading day means the price, at the scheduled weekday closing time, without regard to after hours or any
Closing Price:
other trading outside the regular trading session hours, of the share on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as amended, on which the share (or any such other security) is listed or
admitted to trading.

Adjustment
The "adjustment factor" means, with respect to a share of the Fund (or one unit of any other security for which a fund
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DEFINITIVE PRICING SUPPLEMENT No. 964
Factor:
closing price must be determined), 1.0, subject to adjustment in the event of certain events affecting the shares of the Fund.

See "Additional Terms of the Securities--Anti-dilution Adjustments Relating to the Fund; Alternate Calculation" below.
Starting Price:
$72.47, which is the fund closing price of the Fund on the pricing date.

Ending Price:
The "ending price" will be the fund closing price of the Fund on the final calculation day.

Threshold
Price:
$65.223, which is equal to 90% of the starting price.


The call dates (including the final calculation day) are each referred to as a "calculation day." If any calculation day is not a
trading day, such calculation day will be postponed to the next succeeding trading day. A calculation day is also subject to
postponement due to the occurrence of a market disruption event. See "Additional Terms of the Securities--Market
Disruption Events."

Postponement
A "trading day" means a day, as determined by the calculation agent, on which the relevant stock exchange and each related
of a Calculation futures or options exchange with respect to the Fund or any successor thereto, if applicable, are scheduled to be open for
Day:
trading for their respective regular trading sessions. The "relevant stock exchange" for the Fund means the primary exchange
or quotation system on which shares (or other applicable securities) of the Fund are traded, as determined by the calculation
agent. The "related futures or options exchange" for the Fund means each exchange or quotation system where trading has a
material effect (as determined by the calculation agent) on the overall market for futures or options contracts relating to the
Fund.

Calculation
Agent:
Wells Fargo Securities, LLC


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 $17.50 per security.
Such securities dealers may include Wells Fargo Advisors ("WFA") (the trade name of the retail brokerage business of our
affiliates, Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC). In addition to the
concession allowed to WFA, WFS will pay $0.75 per security of the agent's discount to WFA as a distribution expense fee
for each security sold by WFA.
Agent:

The agent or another affiliate of ours expects to realize hedging profits projected by its proprietary pricing models to the
extent 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, concession or distribution expense fee received in connection
with the sale of the securities to you.

Denominations:
$1,000 and any integral multiple of $1,000.

CUSIP:
95000E4K2


PRS-7
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De t e rm ining T im ing a nd Am ount of Pa ym e nt on t he Se c urit ie s
The timing and amount of the payment you will receive will be determined as follows:

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DEFINITIVE PRICING SUPPLEMENT No. 964

PRS-8
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H ypot he t ic a l Pa yout Profile
The following profile illustrates the potential payment on the securities for a range of hypothetical percentage changes in the fund closing price of the
Fund from the pricing date to the applicable call date (including the final calculation day). The profile is based on a call premium of 7.30% for the
first call date, 14.60% for the second call date and 21.90% for the final call date and a threshold price equal to 90% of the starting price. This profile
has been prepared for purposes of illustration only. Your actual return will depend on (i) whether the securities are automatically called; (ii) if the
securities are automatically called, the actual call date on which the securities are called; (iii) if the securities are not automatically called, the actual
ending price of the Fund; and (iv) whether you hold your securities to maturity or earlier automatic call.

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DEFINITIVE PRICING SUPPLEMENT No. 964

PRS-9
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Princ ipa l a t Risk Se c urit ie s Link e d t o t he Ene rgy Se le c t Se c t or SPDR® Fund due J a nua ry 4 , 2 0 2 1

Risk Fa c t ors
The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt
securities. You should carefully consider the risk factors set forth below as well as the other information contained in this pricing supplement and the
accompanying market measure supplement, prospectus supplement and prospectus, including the documents they incorporate by reference. As
described in more detail below, the value of the securities may vary considerably before the stated maturity date due to events that are difficult to
predict and are beyond our control. You should reach an investment decision only after you have carefully considered with your advisors the
suitability of an investment in the securities in light of your particular circumstances. The index underlying the Fund is sometimes referred to as the
"underlying index."
If The Securities Are Not Automatically Called And The Ending Price Is Less Than The Threshold Price, You Will Receive Less, And
Possibly 90% Less, Than The Original Offering Price Of Your Securities At Maturity.
We will not repay you a fixed amount on the securities at maturity. If the fund closing price of the Fund is less than the starting price on each of the
three call dates, the securities will not be automatically called, and you will receive a payment at maturity that will be equal to or less than the
original offering price per security, depending on the ending price (i.e., the fund closing price of the Fund on the final calculation day).
If the ending price is less than the threshold price, the payment you receive at maturity will be reduced by an amount equal to the decline in the price
of the Fund to the extent it is below the threshold price (expressed as a percentage of the starting price). The threshold price is 90% of the starting
price. As a result, you may receive less, and possibly 90% less, than the original offering price per security at maturity, even if the price of the Fund
is greater than or equal to the starting price or the threshold price at certain times during the term of the securities.
If the securities are not automatically called, your return on the securities will be zero or negative, and therefore will be less than the return you
would earn if you bought a traditional interest-bearing debt security of Wells Fargo or another issuer with a similar credit rating with the same stated
maturity date.
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DEFINITIVE PRICING SUPPLEMENT No. 964
No Periodic Interest Will Be Paid On The Securities.
No periodic payments of interest will be made on the securities. However, if the agreed-upon tax treatment is successfully challenged by the Internal
Revenue Service (the "IRS"), you may be required to recognize taxable income over the term of the securities. You should review the section of this
pricing supplement entitled "United States Federal Tax Considerations."
The Potential Return On The Securities Is Limited To The Call Premium.
The potential return on the securities is limited to the applicable call premium, regardless of the performance of the Fund. The Fund may appreciate
by significantly more than the percentage represented by the applicable call premium from the pricing date through the applicable call date, in which
case an investment in the securities will underperform a hypothetical alternative investment providing a 1-to-1 return based on the performance of
the Fund. In addition, you will not receive the value of dividends or other distributions paid with respect to the Fund. Furthermore, if the securities
are called on an earlier call date, you will receive a lower call premium than if the securities were called on a later call date, and accordingly, if the
securities are called on one of the two earlier call dates, you will not receive the highest potential call premium.
You Will Be Subject To Reinvestment Risk.
If your securities are automatically called early, the term of the securities may be reduced to as short as approximately one year. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the securities at a comparable return for a similar level of risk in the
event the securities are automatically called prior to maturity.
The Securities Are Subject To The Credit Risk Of Wells Fargo.
The securities are our obligations and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under the securities
are subject to our creditworthiness, and you will have no ability to pursue the shares of the Fund or any securities held by the Fund for payment. As a
result, our actual and perceived creditworthiness may affect the value of the securities and, in the event we were to default on our obligations, you
may not receive any amounts owed to you under the terms of the securities.
The Estimated Value Of The Securities On The Pricing Date, Based On WFS's Proprietary Pricing Models, Is Less Than The Original
Offering Price.
The original offering price of the securities 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

PRS-10
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Risk Fa c t ors (Cont inue d)

securities and (iii) hedging and other costs relating to the offering of the securities. 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 our secondary market rates. 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 Is Determined By Our Affiliate's Pricing Models, Which May Differ From Those Of Other Dealers.
The estimated value of the securities was determined for us by WFS using its proprietary pricing models and related market inputs and assumptions
referred to above under "Investment Description--Determining the estimated value." Certain inputs to these models may be determined by WFS in
its discretion. WFS's views on these inputs may differ from other dealers' views, and WFS's estimated value of the securities may be higher, and
perhaps materially higher, than the estimated value of the securities that would be determined by other dealers in the market. WFS's models and its
inputs and related assumptions may prove to be wrong and therefore not an accurate reflection of the value of the securities.
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 on WFS's proprietary
pricing models and will fluctuate over the term of the securities as a result of changes in the market and other factors described in the next risk factor.
Any such secondary market price for the securities will also 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.
Unless the factors described in the next risk factor change significantly in your favor, any such secondary market price for the securities is likely to
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Document Outline