Bond Wells Fargo & Company 3% ( US94986RZ537 ) in USD

Issuer Wells Fargo & Company
Market price 100 %  ⇌ 
Country  United States
ISIN code  US94986RZ537 ( in USD )
Interest rate 3% per year ( payment 2 times a year)
Maturity 21/11/2034 - Bond has expired



Prospectus brochure of the bond Wells Fargo US94986RZ537 in USD 3%, expired


Minimal amount 1 000 USD
Total amount 5 000 000 USD
Cusip 94986RZ53
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Wells Fargo is a multinational financial services company offering banking, investments, mortgage, and consumer and commercial finance services across numerous countries.

The Bond issued by Wells Fargo & Company ( United States ) , in USD, with the ISIN code US94986RZ537, pays a coupon of 3% per year.
The coupons are paid 2 times per year and the Bond maturity is 21/11/2034







Definitive Pricing Supplement No. 764
424B2 1 d297321d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 764
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, Notes due October 21, 2034


$5,000,000

$579.50

(1)
The total filing fee of $579.50 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. 764 dated November 16, 2016
(To Prospectus Supplement dated March 18, 2015
and Prospectus dated March 18, 2015)

Wells Fargo & Company

Medium­Term Notes, Series K

$5,000,000
Step-Up Callable Notes
Notes due November 21, 2034
The notes have a term of eighteen years, subject to our right to redeem the notes on the optional redemption dates beginning four years after issuance. The notes pay
interest semi-annually at a per annum rate that will increase at preset intervals over the term of the notes. However, you should not expect to earn the higher stated
interest rates described below because, unless general interest rates rise significantly, the notes are likely to be redeemed. All payments on the notes are subject to the
credit risk of Wells Fargo & Company. If Wells Fargo & Company defaults on its obligations, you could lose some or all of your investment. The notes will not be
listed on any exchange and are designed to be held to maturity.

Issuer:
Wells Fargo & Company ("Wells Fargo")

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

Pricing Date:
November 16, 2016.

Issue Date:
November 21, 2016. (T+3)

Stated Maturity Date:
November 21, 2034. The notes are subject to redemption by Wells Fargo prior to the stated maturity date as set forth below under
"Optional Redemption." The notes are not subject to repayment at the option of any holder of the notes prior to the stated maturity date.

Payment at Maturity:
Unless redeemed prior to stated maturity by Wells Fargo, a holder will be entitled to receive on the stated maturity date a cash payment in
U.S. dollars equal to $1,000 per note, plus any accrued and unpaid interest.

Interest Payment Dates:
Each May 21 and November 21, commencing May 21, 2017 and at stated maturity or earlier redemption. Except as described below for the
first interest period, on each interest payment date, interest will be paid for the period commencing on and including the immediately
preceding interest payment date and ending on and including the day immediately preceding that interest payment date. This period is
referred to as an "interest period." The first interest period will commence on and include the issue date and end on and include May 20,
2017. Interest payable with respect to an interest period will be computed on the basis of a 360-day year of twelve 30-day months. If a
scheduled interest payment date is not a business day, interest will be paid on the next business day, and interest on that payment will not
accrue during the period from and after the scheduled interest payment date.

Interest Rate:
The per annum interest rate that will apply during the interest periods are as follows:

Commencing November 21, 2016 and ending November 20, 2023 3.00%

Commencing November 21, 2023 and ending November 20, 2029 3.50%

Commencing November 21, 2029 and ending November 20, 2032 4.00%

Commencing November 21, 2032 and ending November 20, 2034 5.00%

Optional Redemption:
The notes are redeemable by Wells Fargo, in whole but not in part, on the optional redemption dates, at 100% of their principal amount
plus accrued and unpaid interest to, but excluding, the redemption date. Wells Fargo will give notice to the holders of the notes at least
5 days and not more than 30 days prior to the date fixed for redemption in the manner described in the accompanying prospectus
supplement under "Description of Notes--Redemption and Repayment."

Optional Redemption Dates: Quarterly on the 21st day of each February, May, August and November, beginning November 21, 2020 and ending August 21, 2034.

Listing:
The notes will not be listed on any securities exchange or automated quotation system.

Denominations:
$1,000 and any integral multiples of $1,000

CUSIP Number:
94986RZ53

Investing in the notes involves risks not associated with an investment in conventional debt securities. See "Risk Factors" on page PRS-3.
The notes are unsecured obligations of Wells Fargo & Company and all payments on the notes are subject to the credit risk of Wells Fargo & Company. 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.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if this pricing
supplement or the accompanying 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
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Definitive Pricing Supplement No. 764
Per Note
$1,000.00

$20.00

$980.00
Total
$5,000,000.00

$99,875.00

$4,900,125.00
(1) The per note agent discount in the table above represents the maximum agent discount payable per note. The total agent discount and total proceeds to Wells Fargo in the table above reflect the actual total

agent discount payable in respect of the notes. See "Plan of Distribution (Conflicts of Interest)" in the prospectus supplement for further information including information regarding how we may hedge our
obligations under the notes and offering expenses. Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Company, is the agent for the distribution of the notes and is acting as principal.
We lls Fa rgo Se c urit ie s
INVESTMENT DESCRIPTION
The Notes due November 21, 2034 are senior unsecured debt securities of Wells Fargo & Company and are part of a series entitled "Medium-Term
Notes, Series K."
All payments on the notes are subject to the credit risk of Wells Fargo.
You should read this pricing supplement together with the prospectus supplement dated March 18, 2015 and the prospectus dated March 18, 2015
for additional information about the notes. Information included in this pricing supplement supersedes information in the 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 prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):

· 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
INVESTOR CONSIDERATIONS
We have designed the notes for investors who:

seek a fixed income investment with an interest rate that increases to, but not above, the preset rates during the term of the investment;

seek current income of at least 3.00% per annum (the interest rate applicable for the first seven years) and at an interest rate in excess of 3.00%
after the first seven years through stated maturity, subject to our right to redeem the notes after four years;

understand that the notes may be redeemed by Wells Fargo after four years; 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 interest rates to increase beyond the interest rates provided by the notes;

prefer the certainty of investments without an optional redemption feature; or

are unwilling to accept the credit risk of Wells Fargo.

PRS-2
RISK FACTORS
Your investment in the notes 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 the prospectus supplement and prospectus, including the documents
they incorporate by reference. You should reach an investment decision only after you have carefully considered with your advisors the suitability
of an investment in the notes in light of your particular circumstances.
The Amount Of Interest You Receive May Be Less Than The Return You Could Earn On Other Investments.
Interest rates may change significantly over the term of the notes, and it is impossible to predict what interest rates will be at any point in the
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Definitive Pricing Supplement No. 764
future. Although the interest rate on the notes will increase to preset rates at scheduled intervals during the term of the notes, the interest rate that
will apply at any time on the notes may be more or less than prevailing market interest rates at such time. As a result, the amount of interest you
receive on the notes may be less than the return you could earn on other investments.
The Per Annum Interest Rate Applicable At A Particular Time Will Affect Our Decision To Redeem The Notes.
It is more likely that we will redeem the notes prior to the stated maturity date during periods when the remaining interest is to accrue on the notes
at a rate that is greater than that which we would pay on a conventional fixed-rate non-redeemable note of comparable maturity. If we redeem the
notes prior to the stated maturity date, you may not be able to invest in other notes that yield as much interest as the notes.
The Step-Up Feature Presents Different Investment Considerations Than Fixed Rate Notes.
The interest rate payable on the notes during their term will increase from the initial interest rate, subject to our right to redeem the notes. If we do
not redeem the notes, the interest rate will step up as described herein. You should not expect to earn the higher stated interest rates which are
applicable only after the first seven years of the term of the notes because, unless general interest rates rise significantly, the notes are likely to be
redeemed prior to the stated maturity date. When determining whether to invest in the notes, you should consider, among other things, the overall
annual percentage rate of interest to redemption as compared to other equivalent investment alternatives rather than the higher stated interest rates
which are applicable only after the first seven years of the term of the notes.
An Investment In The Notes May Be More Risky Than An Investment In Notes With A Shorter Term.
The notes have a term of eighteen years, subject to our right to redeem the notes starting on November 21, 2020. By purchasing notes with a
longer term, you will bear greater exposure to fluctuations in interest rates than if you purchased a note with a shorter term. In particular, you may
be negatively affected if interest rates begin to rise because the likelihood that we will redeem your notes will decrease and the interest rate
applicable to your notes during a particular interest period may be less than the amount of interest you could earn on other investments available at
such time. In addition, if you tried to sell your notes at such time, the value of your notes in any secondary market transaction would also be
adversely affected.
The Notes Are Subject To The Credit Risk Of Wells Fargo.
The notes are our obligations and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under the notes are
subject to our creditworthiness. As a result, our actual and perceived creditworthiness may affect the value of the notes 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 notes.
The Agent Discount, Offering Expenses And Certain Hedging Costs Are Likely To Adversely Affect The Price At Which You Can Sell
Your Notes.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the notes will likely be
lower than the original offering price. The original offering price includes, and any price quoted to you is likely to exclude, the agent discount paid
in connection with the initial distribution, offering expenses and the projected profit that our hedge counterparty (which may be one of our
affiliates) expects to realize in consideration for assuming the risks inherent in hedging our obligations under the notes. In addition, any such price
is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated with establishing
or unwinding any related hedge transaction. The price at which the

PRS-3
agent or any other potential buyer may be willing to buy your notes will also be affected by the interest rates provided by the notes and by the
market and other conditions discussed in the next risk factor.
The Value Of The Notes Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex
Ways.
The value of the notes prior to stated maturity will be affected by interest rates at that time and a number of other factors, some of which are
interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor. The following factors, among
others, are expected to affect the value of the notes. When we refer to the "value" of your note, we mean the value that you could receive for your
note if you are able to sell it in the open market before the stated maturity date.


·
Interest Rates. The value of the notes may be affected by changes in the interest rates in the U.S. markets.

·
Our Creditworthiness. Actual or anticipated changes in our creditworthiness may affect the value of the notes. However,
because the return on the notes is dependent upon factors in addition to our ability to pay our obligations under the notes, such
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Definitive Pricing Supplement No. 764

as whether we exercise our option to redeem the notes, an improvement in our creditworthiness will not reduce the other
investment risks related to the notes.
The Notes Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Notes To Develop.
The notes will not be listed or displayed on any securities exchange or any automated quotation system. Although the agent and/or its affiliates
may purchase the notes from holders, they are not obligated to do so and are not required to make a market for the notes. There can be no
assurance that a secondary market will develop. Because we do not expect that any market makers will participate in a secondary market for the
notes, the price at which you may be able to sell your notes is likely to depend on the price, if any, at which the agent is willing to buy your notes.
If a secondary market does exist, it may be limited. Accordingly, there may be a limited number of buyers if you decide to sell your notes prior to
stated maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the notes to stated maturity.
A Dealer Participating In The Offering Of The Notes Or Its Affiliates May Realize Hedging Profits Projected By Its Proprietary Pricing
Models In Addition To Any Selling Concession, Creating A Further Incentive For The Participating Dealer To Sell The Notes To You.
If any dealer participating in the offering of the notes, which we refer to as a "participating dealer," or any of its affiliates conducts hedging
activities for us in connection with the notes, that participating dealer or its affiliates will expect to realize a projected profit from such hedging
activities, if any, and this projected hedging profit will be in addition to any concession that the participating dealer realizes for the sale of the notes
to you. This additional projected profit may create a further incentive for the participating dealer to sell the notes to you.

PRS-4
UNITED STATES FEDERAL TAX CONSIDERATIONS
The following is a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the notes.
It applies to you only if you purchase a note for cash in the initial offering at the "issue price," which is the first price at which a substantial amount
of the notes is sold to the public, and hold the note as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as
amended (the "Code"). It does not address all of the tax consequences that may be relevant to you in light of your particular circumstances or if you
are an investor subject to special rules, such as:


· a financial institution;


· a "regulated investment company";


· a "real estate investment trust";


· a tax-exempt entity, including an "individual retirement account" or "Roth IRA";


· a dealer or trader subject to a mark-to-market method of tax accounting with respect to the notes;

· a person holding a note as part of a "straddle" or conversion transaction or who has entered into a "constructive sale" with respect to a

note;


· a U.S. holder (as defined below) whose functional currency is not the U.S. dollar; or


· an entity classified as a partnership for U.S. federal income tax purposes.
If an entity that is classified as a partnership for U.S. federal income tax purposes holds the notes, the U.S. federal income tax treatment of a
partner will generally depend on the status of the partner and the activities of the partnership. If you are a partnership holding the notes or a partner
in such a partnership, you should consult your tax adviser as to the particular U.S. federal tax consequences of holding and disposing of the notes to
you.
This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations,
all as of the date hereof, changes to any of which subsequent to the date hereof may affect the tax consequences described herein, possibly with
retroactive effect. This discussion does not address the effects of any applicable state, local or non-U.S. tax laws, any alternative minimum tax
consequences or the potential application of the Medicare tax on net investment income. You should consult your tax adviser concerning the
application of U.S. federal income and estate tax laws to your particular situation, as well as any tax consequences arising under the laws of any
state, local or non-U.S. taxing jurisdiction.
General
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Definitive Pricing Supplement No. 764
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as "fixed rate debt instruments" that are issued without
original issue discount ("OID") for U.S. federal income tax purposes.
Tax Consequences to U.S. Holders
This section applies only to U.S. holders. You are a "U.S. holder" if you are a beneficial owner of a note that is, for U.S. federal income tax
purposes:


· a citizen or individual resident of the United States;


· a corporation created or organized in or under the laws of the United States, any state therein or the District of Columbia; or


· an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
Interest on the Notes. Stated interest on the notes will generally be taxable to you as ordinary interest income at the time it accrues or is received in
accordance with your method of accounting for U.S. federal income tax purposes.

PRS-5
Under applicable Treasury regulations, we will generally be presumed to exercise our option to redeem the notes if the exercise of the option
would lower the yield on the notes. The yield on the notes would be lowered if we redeemed the notes before the initial increase in the interest rate,
and therefore the notes will not be treated as issued with OID. If, contrary to the presumption in the applicable Treasury regulations, we do not
redeem the notes before the initial increase in the interest rate, solely for purposes of calculating OID, the notes will be treated as if they were
redeemed and new notes were issued on the presumed exercise date for the notes' principal amount. The same analysis will generally apply to the
subsequent increases in the interest rate, which means a note that is deemed reissued will generally be treated as redeemed prior to any subsequent
increase in the interest rate, and therefore as issued without OID. You should consult your tax adviser concerning the possible application of these
rules.
Sale, Exchange or Retirement of the Notes. You will recognize capital gain or loss on the sale, exchange or retirement of a note equal to the
difference between the amount received (other than amounts received in respect of accrued interest, which will be treated as described under "--
Interest on the Notes") and your adjusted tax basis in the note. Your adjusted tax basis in a note generally will be equal to your original purchase
price for the note. Your gain or loss generally will be long-term capital gain or loss if at the time of the sale, exchange or retirement you held the
notes for more than one year, and short-term capital gain or loss otherwise. Long-term capital gains recognized by non-corporate U.S. holders are
generally subject to taxation at reduced rates. Any capital loss you recognize may be subject to limitations.
Tax Consequences to Non-U.S. Holders
This section applies only to non-U.S. holders. You are a "non-U.S. holder" if you are a beneficial owner of a note that is, for U.S. federal income
tax purposes:


· an individual who is classified as a nonresident alien;


· a foreign corporation; or


· a foreign estate or trust.
You are not a non-U.S. holder for purposes of this discussion if you are (i) an individual who is present in the United States for 183 days or more
in the taxable year of disposition, (ii) a former citizen or resident of the United States or (iii) a person for whom income or gain in respect of the
notes is effectively connected with the conduct of a trade or business in the United States. If you are or may become such a person during the
period in which you hold a note, you should consult your tax adviser regarding the U.S. federal tax consequences of an investment in the notes.
Subject to the discussions below concerning backup withholding and FATCA, you will not be subject to U.S. federal income or withholding tax in
respect of the notes, provided that:

· you do not own, directly or by attribution, ten percent or more of the total combined voting power of all classes of our stock entitled to

vote;


· you are not a controlled foreign corporation related, directly or indirectly, to us through stock ownership;


· you are not a bank receiving interest under Section 881(c)(3)(A) of the Code; and

· you provide to the applicable withholding agent an appropriate Internal Revenue Service ("IRS") Form W-8 on which you certify under

penalties of perjury that you are not a U.S. person.
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Definitive Pricing Supplement No. 764
U.S. Federal Estate Tax
Individual non-U.S. holders and entities the property of which is potentially includible in such an individual's gross estate for U.S. federal estate
tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers)
should consider the U.S. federal estate tax implications of an investment in the notes. Absent an applicable treaty benefit, a note will be treated as
U.S.-situs property subject to U.S. federal estate tax if payments on the note if received by the decedent at the time of death would have been
subject to U.S. federal withholding tax (even if the IRS Form W-8 certification requirement described above were satisfied and not taking into
account an elimination of such U.S. federal withholding tax due to the application of an income tax treaty). You should consult your tax adviser
regarding the U.S. federal estate

PRS-6
tax consequences of an investment in the notes in your particular situation and the availability of benefits provided by an applicable estate tax
treaty, if any.
Backup Withholding and Information Reporting
Information returns generally will be filed with the IRS with respect to payments of interest on the notes and may be filed with the IRS in
connection with the payment of proceeds from a sale, exchange or other disposition of the notes. If you fail to provide certain identifying
information (such as an accurate taxpayer identification number if you are a U.S. holder) or meet certain other conditions, you may also be subject
to backup withholding at the rate specified in the Code. If you are a non-U.S. holder that provides an appropriate IRS Form W-8, you will
generally establish an exemption from backup withholding. Amounts withheld under the backup withholding rules are not additional taxes and may
be refunded or credited against your U.S. federal income tax liability, provided the relevant information is timely furnished to the IRS.
FATCA Legislation
Legislation commonly referred to as "FATCA" generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including
financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements
have been satisfied. An intergovernmental agreement between the United States and the non-U.S. entity's jurisdiction may modify these
requirements. Withholding under these rules (if applicable) applies to payments of amounts treated as interest on the notes and, after 2018, to
payments of gross proceeds of the disposition (including upon retirement) of the notes. If withholding applies to the notes, we will not be required
to pay any additional amounts with respect to amounts withheld. Both U.S. and non-U.S. holders should consult their tax advisers regarding the
potential application of FATCA to the notes.
The preceding discussion constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the notes.

PRS-7
SUPPLEMENTAL PLAN OF DISTRIBUTION
Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Company, is the agent for the distribution of the notes. The agent may
resell the notes to other securities dealers at the original offering price of the notes less a concession not in excess of $20.00 per note. Such
securities dealers may include Wells Fargo Advisors (the trade name of the retail brokerage business of our affiliates, Wells Fargo Clearing
Services, LLC and Wells Fargo Advisors Financial Network, LLC).
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 notes. If any dealer participating in the distribution of the notes or any of its affiliates conducts
hedging activities for us in connection with the notes, 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 notes to you.

PRS-8
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Document Outline