Bond Wells Fargo & Company 4.25% ( US95000N2V01 ) in USD

Wells Fargo & Company

96.25 % ▼

United States

US95000N2V01 ( in USD )

4.25% per year ( payment 2 times a year)

31/08/2029

Prospectus brochure of the bond Wells Fargo US95000N2V01 en USD 4.25%, maturity 31/08/2029

1 000 USD

1 868 000 USD

95000N2V0

BBB+ ( Lower medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

03/09/2026 ( In 151 days )

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 US95000N2V01, pays a coupon of 4.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/08/2029

The Bond issued by Wells Fargo & Company ( United States ) , in USD, with the ISIN code US95000N2V01, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Wells Fargo & Company ( United States ) , in USD, with the ISIN code US95000N2V01, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Definitive Pricing Supplement No. 20
424B2 1 d451217d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 20
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 P, Notes Linked to the 10-Year Constant Maturity Swap Rate due
August 31, 2029

$1,868,000

$216.50

(1)
The total filing fee of $216.50 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. 20 dated August 28 , 20 17
(To Prospectus Supplem ent dated J anuary 30 , 20 17
and Prospectus dated March 18 , 20 15)

W e lls Fa rgo & Co m p a n y
Me d iu m Te rm N o te s , Se rie s P
$ 1,8 6 8 ,0 0 0
Fixe d to Flo a tin g Ra te N o te s

N o te s Lin ke d to th e 10 -Ye a r Co n s ta n t Ma tu rity Sw a p Ra te d u e Au gu s t 3 1, 2 0 2 9

The notes have a term of 12 years. The notes pay interest quarterly at a rate that will be fixed at 4.25% per annum for the first two years and thereafter at a
floating rate that will be reset each quarter and will be equal to the 10 - Year Constant Maturity Swap Rate. All paym ents on the notes are subject to the credit
risk of Wells Fargo & Com pany. If Wells Fargo & Com pany defaults on its obligations, you could lose som e or all of your investm ent. The notes will not be
listed on any exchange and are designed to be held to m aturity.

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

Original Offering Price: $1,0 0 0 per note. References in this pricing supplement to a "note" are to a note with a principal amount of $1,0 0 0 .

Pricing Date:
August 28 , 20 17.

Issue Date:
August 31, 20 17. (T+3)

Stated Maturity Date:
August 31, 20 29. The notes are not subject to redem ption by Wells Fargo or repaym ent at the option of any holder of the notes
prior to the stated m aturity date.

Paym ent at Maturity:
A holder will be entitled to receive on the stated m aturity date a cash paym ent in U.S. dollars equal to $ 1,0 0 0 per note, plus any
accrued an d un paid in terest.

Interest Paym ent
On the last calendar day of each February, May, August and Novem ber, com m encing Novem ber 30 , 20 17, and at m aturity. Except
Dates:
as described below for the first interest period, on each interest paym ent date, interest will be paid for the period com m encing on
and including the im m ediately preceding interest paym ent date and ending on and including the day im m ediately preceding that
interest paym ent date. This period is referred to as an "interest period ." The first interest period will com m ence on and include the
issue date and end on and include Novem ber 29, 20 17. Interest payable with respect to an interest period will be com puted on the
basis of a 360 - day year of twelve 30 - day m onths. If a scheduled interest paym ent date is not a business day, interest will be paid on
the next business day, and interest on that paym ent will not accrue during the period from and after the scheduled interest paym ent
date.

Interest Rate:
The interest rate that will apply during the first eight quarterly interest periods (up to and including the interest period ending
August 30 , 20 19) will be equal to 4.25% per annum . For all interest periods com m encing on or after August 31, 20 19, the interest
rate that will apply during an interest period will be equal to the 10 - Year Constant Maturity Swap Rate on the interest
determ ination date for such interest period. As used herein, "10 - Year Constant Maturity Swap Rate" or "10 - Year CMS Rate" is the
CMS rate, as defined herein and in the accom panying prospectus supplem ent and using a "designated m aturity" of 10 years. See
"Investm ent Description" herein and "Description of Notes--Floating Rate Notes--Base Rates--CMS Rate Notes" in
the
accom panying prospectus supplem ent for further inform ation about the m anner in which the 10 - Year Constant Maturity Swap Rate
will be determ in ed.

Interest Determ ination
The "interest determ ination date" for an interest period com m encing on or after August 31, 20 19 will be the date that is two U.S.
Date:
govern m en t securities busin ess days prior to the first day of such in terest period.

Calculation Agent:
Wells Fargo Securities, LLC

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

Denom inations:
$1,0 0 0 and any integral multiples of $1,0 0 0

CUSIP Num ber:
950 0 0 N2V0
On th e d a te o f th is p ricin g s u p p le m e n t, th e e s tim a te d va lu e o f th e n o te s is $ 9 5 5 .0 1 p e r n o te . Th e e s tim a te d va lu e o f th e n o te s w a s
d e te rm in e d fo r u s by W e lls Fa rgo Se cu ritie s , LLC u s in g its p ro p rie ta ry p ricin g m o d e ls . It is n o t a n in d ica tio n o f a ctu a l p ro fit to u s o r to
W e lls Fa rgo Se cu ritie s , LLC o r a n y o f o u r o th e r a ffilia te s , n o r is it a n in d ica tio n o f th e p rice , if a n y, a t w h ich W e lls Fa rgo Se cu ritie s , LLC
o r a n y o th e r p e rs o n m a y be w illin g to bu y th e n o te s fro m yo u a t a n y tim e a fte r is s u a n ce . Se e "In ve s tm e n t D e s crip tio n " in th is p ricin g
s u p p le m e n t.
Th e n o te s h a ve co m p le x fe a tu re s a n d in ve s tin g in th e n o te s in vo lve s ris ks n o t a s s o cia te d w ith a n in ve s tm e n t in
co n ve n tio n a l d e bt s e cu ritie s . Se e "Ris k Fa cto rs " o n p a ge PRS -5 .
Th e n o te s a re u n s e cu re d o bliga tio n s o f W e lls Fa rgo & Co m p a n y a n d a ll p a ym e n ts o n th e n o te s a re s u bje ct to th e cre d it ris k o f W e lls
Fa rgo & Co m p a n y. If W e lls Fa rgo & Co m p a n y d e fa u lts o n its o bliga tio n s , yo u co u ld lo s e s o m e o r a ll o f yo u r in ve s tm e n t. Th e n o te s a re
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Definitive Pricing Supplement No. 20
n o t d e p o s its o r o th e r o bliga tio n s o f a d e p o s ito ry in s titu tio n a n d a re n o t in s u re d by th e Fe d e ra l D e p o s it In s u ra n ce Co rp o ra tio n , th e
D e p o s it In s u ra n ce Fu n d o r a n y o th e r go ve rn m e n ta l a ge n cy o f th e U n ite d Sta te s o r a n y o th e r ju ris d ictio n .
N e ith e r th e Se cu ritie s a n d Exch a n ge Co m m is s io n n o r a n y s ta te s e cu ritie s co m m is s io n h a s a p p ro ve d o r d is a p p ro ve d o f th e s e n o te s o r
d e te rm in e d if th is p ricin g s u p p le m e n t o r th e a cco m p a n yin g p ro s p e ctu s s u p p le m e n t a n d p ro s p e ctu s is tru th fu l o r co m p le te . An y
re p re s e n ta tio n to th e co n tra ry is a crim in a l o ffe n s e .

Original Offering Price

Agent Discount(1)

Proceeds to Wells Fargo
Per Note
$ 1,0 0 0 .0 0

$ 13.50

$ 98 6.50
Total
$ 1,8 68 ,0 0 0 .0 0

$ 25,0 68 .0 0

$ 1,8 42,932.0 0
(1)
The per note agent discount in the table above represents the m axim um 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. Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Com pany, is the agent for the
distribution of the notes and is acting as principal. See "Investm ent Description" in this pricing supplem ent for further inform ation.
W e lls Fa r go Se cu r it ie s
IN VESTMEN T D ESCRIPTION
The Notes Linked to the 10 -Year Constant Maturity Swap Rate due August 31, 20 29 are senior unsecured debt securities of Wells
Fargo & Com pany and are part of a series entitled "Medium -Term Notes, Series P."
All paym ents on the notes are subject to the credit risk of Wells Fargo.
The notes are designed for investors who seek fixed interest rate paym ents equal to 4.25% per annum for the first two years and
floating interest rate paym ents linked to the 10 -Year Constant Maturity Swap Rate (the "10 -Year CMS Rate") thereafter. The 10 -Year
CMS Rate is, on any U.S. governm ent securities business day, the fixed rate of interest payable on a U.S. dollar interest rate swap with
a 10 -year m aturity as reported on Reuters page <ICESWAP1> (or any successor page thereto) as of 11:0 0 a.m ., New York City tim e, on
that day. An interest rate swap rate, at any given tim e, generally indicates the fixed rate of interest (paid sem i-annually) that a
counterparty in the swaps m arket would have to pay for a given m aturity in order to receive a floating rate (paid quarterly) equal to 3
m onth LIBOR for that sam e m aturity. The 10 -Year CMS Rate is one of the m arket -accepted indicators of longer term interest rates.
ICE Benchm ark Adm inistration Lim ited is the benchm ark adm inistrator of the 10 -Year CMS Rate, and the official nam e of the 10 -Year
CMS Rate is the "10 -Year ICE Swap Rate." You should read this pricing supplem ent together with the prospectus supplem ent dated
J anuary 30 , 20 17 and the prospectus dated March 18 , 20 15 for additional inform ation about the notes. Inform ation included in this
pricing supplem ent supersedes inform ation in the prospectus supplem ent and prospectus to the extent it is different from that
inform ation. Certain defined term s used but not defined herein have the m eanings set forth in the prospectus supplem ent.
You m ay access the prospectus supplem ent 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 Supplem ent dated J anuary 30 , 20 17 and Prospectus dated March 18 , 20 15 filed with the SEC on J anuary 30 , 20 17:
https:/ / www.sec.gov/ Archives/ edgar/ data/ 72971/ 0 0 0 1193125170 22628 / d2740 36d424b2.htm
The original offering price of each note of $ 1,0 0 0 includes certain costs that are borne by you. Because of these costs, the estim ated
value of the notes 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 notes, as well as to our funding considerations for debt of this type.
The costs related to selling, structuring, hedging and issuing the notes include (i) the agent discount (if any), (ii) the projected profit
that our hedge counterparty (which m ay be one of our affiliates) expects to realize for assum ing risks inherent in hedging our
obligations under the notes and (iii) hedging and other costs relating to the offering of the notes.
Our funding considerations take into account the higher issuance, operational and ongoing m anagem ent costs of m arket -linked debt
such as the notes as com pared to our conventional debt of the sam e m aturity, as well as our liquidity needs and preferences. Our
funding considerations are reflected in the fact that we determ ine the econom ic term s of the notes based on an assum ed funding rate
that is generally lower than the interest rates im plied by secondary m arket prices for our debt obligations and/ or by other traded
instrum ents referencing our debt obligations, which we refer to as our "secondary m arket rates ." As discussed below, our secondary
m arket rates are used in determ ining the estim ated value of the notes.
If the costs relating to selling, structuring, hedging and issuing the notes were lower, or if the assum ed funding rate we use to
determ ine the econom ic term s of the notes were higher, the econom ic term s of the notes would be m ore favorable to you and the
estim ated value would be higher. The estim ated value of the notes as of the pricing date is set forth on the cover page of this pricing
supplem ent.

PRS-2
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Definitive Pricing Supplement No. 20
Determ in in g the estim ated v alue
Our affiliate, Wells Fargo Securities, LLC ("WFS"), calculated the estim ated value of the notes set forth on the cover page of this
pricing supplem ent based on its proprietary pricing m odels. Based on these pricing m odels and related m arket inputs and assum ptions
referred to in this section below, WFS determ ined an estim ated value for the notes by estim ating the value of the com bination of
hypothetical financial instrum ents that would replicate the payout on the notes, which com bination consists of a non -interest bearing,
fixed -incom e bond (the "debt com ponent") and one or m ore derivative instrum ents underlying the econom ic term s of the notes (the
"derivative com ponent").
The estim ated value of the debt com ponent is based on a reference interest rate, determ ined by WFS as of a recent date, that generally
tracks our secondary m arket rates. Because WFS does not continuously calculate our reference interest rate, the reference interest rate
used in the calculation of the estim ated value of the debt com ponent m ay be higher or lower than our secondary m arket rates at the
tim e of that calculation. As noted above, we determ ine the econom ic term s of the notes based upon an assum ed funding rate that is
generally lower than our secondary m arket rates. In contrast, in determ ining the estim ated value of the notes, we value the debt
com ponent using a reference interest rate that generally tracks our secondary m arket rates. Because the reference interest rate is
generally higher than the assum ed funding rate, using the reference interest rate to value the debt com ponent generally results in a
lower estim ated value for the debt com ponent, which we believe m ore closely approxim ates a m arket valuation of the debt com ponent
than if we had used the assum ed funding rate.
WFS calculated the estim ated value of the derivative com ponent based on a proprietary derivative-pricing m odel, which generated a
theoretical price for the derivative instrum ents that constitute the derivative com ponent based on various inputs, including the
"derivative com ponent factors" identified in "Risk Factors--The Value Of The Notes Prior To Stated Maturity Will Be Affected By
Num erous Factors, Som e Of Which Are Related In Com plex Ways." These inputs m ay be m arket -observable or m ay be based on
assum ptions m ade by WFS in its discretion.
The estim ated value of the notes determ ined by WFS is subject to im portant lim itations. See "Risk Factors--The Estim ated Value Of
The Notes Is Determ ined By Our Affiliate's Pricing Models, Which May Differ From Those Of Other Dealers" and "--Our Econom ic
Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests."
Valuation of the n otes after issuan ce
The estim ated value of the notes is not an indication of the price, if any, at which WFS or any other person m ay be willing to buy the
notes from you in the secondary m arket. The price, if any, at which WFS or any of its affiliates m ay purchase the notes in the
secondary m arket will be based upon WFS's proprietary pricing m odels and will fluctuate over the term of the notes due to changes in
m arket conditions and other relevant factors. However, absent changes in these m arket conditions and other relevant factors, except as
otherwise described in the following paragraph, any secondary m arket price will be lower than the estim ated value on the pricing date
because the secondary m arket price will be reduced by a bid -offer spread, which m ay vary depending on the aggregate principal
am ount of the notes to be purchased in the secondary m arket transaction, and the expected cost of unwinding any related hedging
transactions. Accordingly, unless m arket conditions and other relevant factors change significantly in your favor, any secondary
m arket price for the notes is likely to be less than the original offering price.
If WFS or any of its affiliates m akes a secondary m arket in the notes at any tim e up to the issue date or during the 6 -m onth period
following the issue date, the secondary m arket price offered by WFS or any of its affiliates will be increased by an am ount reflecting a
portion of the costs associated with selling, structuring, hedging and issuing the notes that are included in the original offering price.
Because this portion of the costs is not fully deducted upon issuance, any secondary m arket 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 m odels less the bid -offer spread
and hedging unwind costs described above. The am ount of this increase in the secondary m arket price will decline steadily to zero over
this 6 -m onth period. If you hold the notes 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 notes on your brokerage account statem ent.
If WFS or any of its affiliates m akes a secondary m arket in the notes, WFS expects to provide those secondary m arket prices to any
unaffiliated broker -dealers through which the notes are held and to com m ercial pricing vendors. If you hold your notes through an
account at a broker -dealer other than WFS or any of its affiliates, that

PRS-3
broker -dealer m ay obtain m arket prices for the notes from WFS (directly or indirectly), but could also obtain such m arket prices from
other sources, and m ay be willing to purchase the notes at any given tim e at a price that differs from the price at which WFS or any of
its affiliates is willing to purchase the notes. As a result, if you hold your notes through an account at a broker -dealer other than WFS
or any of its affiliates, the value of the notes on your brokerage account statem ent m ay be different than if you held your notes at WFS
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Definitive Pricing Supplement No. 20
or any of its affiliates.
The notes will not be listed or displayed on any securities exchange or any autom ated quotation system . Although WFS and/ or its
affiliates m ay buy the notes from investors, they are not obligated to do so and are not required to m ake a m arket for the notes. There
can be no assurance that a secondary m arket will develop.
IN VESTOR CON SID ERATION S
We have designed the notes for investors who:

seek current income at a fixed rate of interest of 4.25% per annum for the first two years and are willing to accept a floating rate of
interest thereafter;

seek an investment with a per annum interest rate that will be reset quarterly after the first two years and will be equal to the
10 -Year CMS Rate; and

are willing to hold the notes until maturity.
The notes are not designed for, and m ay not be a suitable investm ent for, investors who:

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

are unwilling to purchase notes 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 credit risk of Wells Fargo; or

prefer the certainty of investments with fixed coupons for the entire term of the investment and with comparable maturities issued
by com panies with com parable credit ratings.

PRS-4
RISK FACTORS
The notes have com plex features and investing in the notes will involve risks. You should carefully consider the risk factors set forth
below as well as the other inform ation contained in the prospectus supplem ent and prospectus, including the docum ents they
incorporate by reference. You should reach an investm ent decision only after you have carefully considered with your advisors the
suitability of an investm ent in the notes in light of your particular circum stances.
Th e Am o u n t Of In te re s t Yo u Re ce ive Ma y Be Le s s Th a n Th e Re tu rn Yo u Co u ld Ea rn On Oth e r In ve s tm e n ts .
Interest rates m ay change significantly over the term of the notes, and it is im possible to predict what interest rates will be at any point
in the future. Although the interest rate on the notes will be equal to 4.25% per annum for the first two years and thereafter will be
equal to the 10 -Year CMS Rate, the interest rate that will apply at any tim e on the notes m ay be m ore or less than other prevailing
m arket interest rates at such tim e. As a result, the am ount of interest you receive on the notes m ay be less than the return you could
earn on other investm ents.
Th e CMS Ra te Is Ba s e d On A H yp o th e tica l In te re s t Ra te Sw a p Re fe re n cin g 3 Mo n th LIBOR; U n ce rta in ty Abo u t Th e
Fu tu re Of LIBOR Ma y Ad ve rs e ly Affe ct Th e 10 -Ye a r CMS Ra te An d Th e Va lu e Of Yo u r N o te s .
The 10 -Year CMS Rate represents the fixed rate of interest payable on a hypothetical interest rate swap whose floating leg is based on 3
m onth LIBOR. On J uly 27, 20 17, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR,
announced that it intends to stop persuading or com pelling banks to subm it rates for the calculation of LIBOR to the adm inistrator of
LIBOR after 20 21. The announcem ent indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed
after 20 21. It is im possible to predict whether and to what extent banks will continue to provide LIBOR subm issions to the
adm inistrator of LIBOR or whether any additional reform s to LIBOR m ay be enacted in the United Kingdom or elsewhere. At this
tim e, no consensus exists as to what rate or rates m ay becom e accepted alternatives to LIBOR and it is im possible to predict the effect
of any such alternatives on the value of LIBOR, and therefore, the value of, and the m ethod of calculating, the 10 -Year CMS Rate.
Uncertainty as to the nature of alternative reference rates to LIBOR and as to potential changes or other reform s to LIBOR m ay
adversely affect LIBOR rates, and therefore, the 10 -Year CMS Rate, during the term of the notes, which m ay adversely affect the value
of the notes.
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Definitive Pricing Supplement No. 20
Th e N o te s Are Su bje ct To Th e Cre d it Ris k Of W e lls Fa rgo .
The notes are our obligations and are not, either directly or indirectly, an obligation of any third party. Any am ounts payable under the
notes are subject to our creditworthiness. As a result, our actual and perceived creditworthiness m ay affect the value of the notes and,
in the event we were to default on our obligations, you m ay not receive any am ounts owed to you under the term s of the notes.
An In ve s tm e n t In Th e N o te s Ma y Be Mo re Ris ky Th a n An In ve s tm e n t In N o te s W ith A Sh o rte r Te rm .
The notes have a term of twelve years. 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 m ay be negatively affected if interest rates begin to rise
because the interest rate applicable to your notes during a particular interest period m ay be less than the am ount of interest you could
earn on other investm ents available at such tim e. In addition, if you tried to sell your notes at such tim e, the value of your notes in any
secondary m arket transaction would also be adversely affected.
H o ld e rs Of Th e N o te s H a ve Lim ite d Righ ts Of Acce le ra tio n .
Paym ent of principal on the notes m ay be accelerated only in the case of paym ent defaults that continue for a period of 30 days or
certain events of bankruptcy or insolvency, whether voluntary or involuntary. If you purchase the notes, you will have no right to
accelerate the paym ent of principal on the notes if we fail in the perform ance of any of our obligations under the notes, other than the
obligations to pay principal and interest on the notes. See "Description of the Notes--Events of Default and Acceleration Rights" in the
accom panying prospectus supplem ent.

PRS-5
H o ld e rs Of Th e N o te s Co u ld Be At Gre a te r Ris k Fo r Be in g Stru ctu ra lly Su bo rd in a te d If W e Co n ve y, Tra n s fe r Or
Le a s e All Or Su bs ta n tia lly All Of Ou r As s e ts To On e Or Mo re Of Ou r Su bs id ia rie s .
Under the indenture, we m ay convey, transfer or lease all or substantially all of our assets to one or m ore of our subsidiaries. In that
event, third -party creditors of our subsidiaries would have additional assets from which to recover on their claim s while holders of the
notes would be structurally subordinated to creditors of our subsidiaries with respect to such assets. See "Description of the Notes--
Consolidation, Merger or Sale" in the accom panying prospectus supplem ent.
Th e Es tim a te d Va lu e Of Th e N o te s On Th e Pricin g D a te , Ba s e d On W FS's Pro p rie ta ry Pricin g Mo d e ls , Is Le s s Th a n
Th e Origin a l Offe rin g Price .
The original offering price of the notes includes certain costs that are borne by you. Because of these costs, the estim ated value of the
notes 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 notes, as well as to our funding considerations for debt of this type. The costs related to selling,
structuring, hedging and issuing the notes include (i) the agent discount (if any), (ii) the projected profit that our hedge counterparty
(which m ay be one of our affiliates) expects to realize for assum ing risks inherent in hedging our obligations under the notes and
(iii) hedging and other costs relating to the offering of the notes. Our funding considerations are reflected in the fact that we determ ine
the econom ic term s of the notes based on an assum ed funding rate that is generally lower than our secondary m arket rates. If the costs
relating to selling, structuring, hedging and issuing the notes were lower, or if the assum ed funding rate we use to determ ine the
econom ic term s of the notes were higher, the econom ic term s of the notes would be m ore favorable to you and the estim ated value
would be higher.
Th e Es tim a te d Va lu e Of Th e N o te s Is D e te rm in e d By Ou r Affilia te 's Pricin g Mo d e ls , W h ich Ma y D iffe r Fro m Th o s e Of
Oth e r D e a le rs .
The estim ated value of the notes was determ ined for us by WFS using its proprietary pricing m odels and related m arket inputs and
assum ptions referred to above under "Investm ent Description--Determ ining the estim ated value." Certain inputs to these m odels m ay
be determ ined by WFS in its discretion. WFS's views on these inputs m ay differ from other dealers' views, and WFS's estim ated value
of the notes m ay be higher, and perhaps m aterially higher, than the estim ated value of the notes that would be determ ined by other
dealers in the m arket. WFS's m odels and its inputs and related assum ptions m ay prove to be wrong and therefore not an accurate
reflection of the value of the notes.
Th e Es tim a te d Va lu e Of Th e N o te s Is N o t An In d ica tio n Of Th e Price , If An y, At W h ich W FS Or An y Oth e r Pe rs o n
Ma y Be W illin g To Bu y Th e N o te s Fro m Yo u In Th e Se co n d a ry Ma rke t.
The price, if any, at which WFS or any of its affiliates m ay purchase the notes in the secondary m arket will be based on WFS's
proprietary pricing m odels and will fluctuate over the term of the notes as a result of changes in the m arket and other factors described
in the next risk factor. Any such secondary m arket price for the notes will also be reduced by a bid -offer spread, which m ay vary
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Definitive Pricing Supplement No. 20
depending on the aggregate principal am ount of the notes to be purchased in the secondary m arket 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 m arket price for the notes is likely to be less than the original offering price.

PRS-6
If WFS or any of its affiliates m akes a secondary m arket in the notes at any tim e up to the issue date or during the 6 -m onth period
following the issue date, the secondary m arket price offered by WFS or any of its affiliates will be increased by an am ount reflecting a
portion of the costs associated with selling, structuring, hedging and issuing the notes that are included in the original offering price.
Because this portion of the costs is not fully deducted upon issuance, any secondary m arket 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 m odels less the bid -offer spread
and hedging unwind costs described above. The am ount of this increase in the secondary m arket price will decline steadily to zero over
this 6 -m onth period. If you hold 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 notes on your brokerage account statem ent. If you hold your notes through an account at a broker -dealer
other than WFS or any of its affiliates, the value of the notes on your brokerage account statem ent m ay be different than if you held
your notes at WFS or any of its affiliates, as discussed above under "Investm ent Description."
Th e Va lu e Of Th e N o te s Prio r To Sta te d Ma tu rity W ill Be Affe cte d By N u m e ro u s Fa cto rs , So m e Of W h ich Are Re la te d
In Co m p le x W a ys .
The value of the notes prior to stated m aturity will be affected by interest rates at that tim e and a num ber of other factors, som e of
which are interrelated in com plex ways. The effect of any one factor m ay be offset or m agnified by the effect of another factor. The
following factors, which we refer to as the "derivative com ponent factors,"are expected to affect the value of the notes. When we refer
to the "value" of your note, we m ean the value that you could receive for your note if you are able to sell it in the open m arket before
the stated m aturity date.

· Th e 10 -Ye a r CMS Ra te . The value of the notes prior to m aturity will be influenced by the level of forward rates for the 10 -

Year CMS Rate at that tim e.

· In te re s t Ra te s . The value of the notes m ay be affected by changes in the interest rates and in the yield curve in the U.S.

m arkets.

· Tim e Re m a in in g To Ma tu rity. The value of the notes at any given tim e prior to m aturity will likely be different from that
which would be expected based on the then -current level of the 10 -Year CMS Rate. This difference will m ost likely reflect a

discount due to expectations and uncertainty concerning the level of the 10 -Year CMS Rate during the period of tim e still
rem aining to the m aturity date. In general, as the tim e rem aining to m aturity decreases, the value of the notes will approach
the am ount payable at m aturity.

· Vo la tility o f th e 10 -Ye a r CMS Ra te . Volatility is the term used to describe the size and frequency of fluctuations in the level

of the 10 -Year CMS Rate. The value of the notes m ay be affected if the volatility of the 10 -Year CMS Rate changes.
In addition to the derivative com ponent factors, the value of the notes will be affected by actual or anticipated changes in our
creditworthiness, as reflected in our secondary m arket rates. You should understand that the im pact of one of the factors specified
above, such as a change in interest rates, m ay offset som e or all of any change in the value of the notes attributable to another factor,
such as a change in the 10 -Year CMS Rate. Because several factors are expected to affect the value of the notes, changes in the 10 -Year
CMS Rate m ay not result in a com parable change in the value of the notes.
Th e N o te s W ill N o t Be Lis te d On An y Se cu ritie s Exch a n ge An d W e D o N o t Exp e ct A Tra d in g Ma rke t Fo r Th e N o te s
To D e ve lo p .
The notes will not be listed or displayed on any securities exchange or any autom ated quotation system . Although the agent and/ or its
affiliates m ay purchase the notes from holders, they are not obligated to do so and are not required to m ake a m arket for the notes.
There can be no assurance that a secondary m arket will develop. Because we do not expect that any m arket m akers will participate in a
secondary m arket for the notes, the price at which you m ay 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 m arket does exist, it m ay be lim ited. Accordingly, there m ay be a lim ited num ber of buyers if you decide to sell your
notes prior to stated m aturity. This m ay affect the price you receive upon such sale. Consequently, you should be willing to hold the
notes to stated m aturity.

PRS-7
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Definitive Pricing Supplement No. 20
Ou r Eco n o m ic In te re s ts An d Th o s e Of An y D e a le r Pa rticip a tin g In Th e Offe rin g Are Po te n tia lly Ad ve rs e To Yo u r
In te re s ts .
You should be aware of the following ways in which our econom ic interests and those of any dealer participating in the distribution of
the notes, which we refer to as a "participating dealer ," are potentially adverse to your interests as an investor in the notes. In engaging
in certain of the activities described below, our affiliates or any participating dealer or its affiliates m ay take actions that m ay adversely
affect the value of and your return on the notes, and in so doing they will have no obligation to consider your interests as an investor in
the notes. Our affiliates or any participating dealer or its affiliates m ay realize a profit from these activities even if investors do not
receive a favorable investm ent return on the notes.

· Th e ca lcu la t io n a g e n t is o u r a ffilia t e a n d m a y b e r e q u ir e d t o m a k e d is cr e t io n a r y ju d g m e n t s t h a t a ffe ct t h e
r e t u r n y o u r e c e iv e o n t h e n o t e s . WFS, which is our affiliate, will be the calculation agent for the notes. As calculation
agent, WFS will determ ine the 10 -Year CMS Rate in the event that the 10 -Year CMS Rate is not determ ined by reference to the

Reuters page <ICESWAP1> or reference bank quotations. In perform ing its functions, the fact that WFS is our affiliate m ay
cause it to have econom ic interests that are adverse to your interests as an investor in the notes, and WFS's determ inations as
calculation agent m ay adversely affect your return on the notes.

· Th e e s t im a t e d v a lu e o f t h e n o t e s w a s ca lcu la t e d b y o u r a ffilia t e a n d is t h e r e fo r e n o t a n in d e p e n d e n t t h ir d -
p a r t y v a lu a t io n . WFS calculated the estim ated value of the notes set forth on the cover page of this pricing supplem ent,

which involved discretionary judgm ents by WFS, as described under "Risk Factors--The Estim ated Value Of The Notes Is
Determ ined By Our Affiliate's Pricing Models, Which May Differ From Those Of Other Dealers" above. Accordingly, the
estim ated value of the notes set forth on the cover page of this pricing supplem ent is not an independent third -party valuation.

· A p a r t icip a t in g d e a le r o r it s a ffilia t e s m a y r e a liz e h e d g in g p r o fit s p r o je ct e d b y it s p r o p r ie t a r y p r icin g
m o d e ls in a d d it io n t o a n y s e llin g c o n c e s s io n , c r e a t in g a fu r t h e r in c e n t iv e fo r t h e p a r t ic ip a t in g d e a le r t o s e ll
t h e n o t e s t o y o u . If any 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 and this
projected 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 m ay create a further incentive for the participating dealer to sell the notes to you.
Th e Re s o lu tio n Of W e lls Fa rgo U n d e r Th e Ord e rly Liqu id a tio n Au th o rity Co u ld Re s u lt In Gre a te r Lo s s e s Fo r H o ld e rs
Of Th e N o te s , Pa rticu la rly If A Sin gle -Po in t -Of-En try Stra te gy Is U s e d .
Your ability to recover the full am ount that would otherwise be payable on the notes in a proceeding under the U.S. Bankruptcy Code
m ay be im paired by the exercise by the Federal Deposit Insurance Corporation (the "FDIC") of its powers under the "orderly
liquidation authority" under Title II of the Dodd -Frank Wall Street Reform and Consum er Protection Act (the "Dodd -Frank Act "). In
particular, the single point of entry strategy described below is intended to im pose losses at the top-tier holding com pany level in the
resolution of a Global System ically Im portant Bank ("G-SIB") such as Wells Fargo.
Title II of the Dodd -Frank Act created a new resolution regim e known as the "orderly liquidation authority" to which financial
com panies, including bank holding com panies such as Wells Fargo, can be subjected. Under the orderly liquidation authority, the
FDIC m ay be appointed as receiver for a financial com pany for purposes of liquidating the entity if, upon the recom m endation of
applicable regulators, the United States Secretary of the Treasury determ ines, am ong other things, that the entity is in severe financial
distress, that the entity's failure would have serious adverse effects on the U.S. financial system and that resolution under the orderly
liquidation authority would avoid or m itigate those effects. Absent such determ inations, Wells Fargo, as a bank holding com pany,
would rem ain subject to the U.S. Bankruptcy Code.
If the FDIC is appointed as receiver under the orderly liquidation authority, then the orderly liquidation authority, rather than the U.S.
Bankruptcy Code, would determ ine the powers of the receiver and the rights and obligations of creditors and other parties who have
transacted with Wells Fargo. There are substantial differences between the rights available to creditors in the orderly liquidation
authority and under the U.S. Bankruptcy Code, including the right of the FDIC under the orderly liquidation authority to disregard the
strict priority of creditor claim s in som e circum stances (which would otherwise be respected by a bankruptcy court) and the use of an
adm inistrative

PRS-8
claim s procedure to determ ine creditors' claim s (as opposed to the judicial procedure utilized in bankruptcy proceedings). In certain
circum stances under the orderly liquidation authority, the FDIC could elevate the priority of claim s if it determ ines that doing so is
necessary to facilitate a sm ooth and orderly liquidation without the need to obtain the consent of other creditors or prior court review.
In addition, under the orderly liquidation authority, the FDIC has the right to transfer assets or liabilities of the failed com pany to a
third party or "bridge" entity.
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Definitive Pricing Supplement No. 20
The FDIC has announced that a "single point of entry" strategy m ay be a desirable strategy to resolve a large financial institution such
as Wells Fargo in a m anner that would, am ong other things, im pose losses on shareholders, unsecured debt holders (including, in our
case, holders of the notes) and other creditors of the top-tier holding com pany (in our case, Wells Fargo), while perm itting the holding
com pany's subsidiaries to continue to operate. In addition, in Decem ber 20 16, the Board of Governors of the Federal Reserve System
(the "FRB") finalized rules requiring U.S. G-SIBs, including Wells Fargo, to m aintain m inim um am ounts of long-term debt and total
loss-absorbing capacity (TLAC). It is possible that the application of the single point of entry strategy--in which Wells Fargo would be
the only legal entity to enter resolution proceedings--could result in greater losses to holders of the notes than the losses that would
result from the application of a bankruptcy proceeding or a different resolution strategy for Wells Fargo. Assum ing Wells Fargo entered
resolution proceedings and that support from Wells Fargo to its subsidiaries was sufficient to enable the subsidiaries to rem ain solvent,
losses at the subsidiary level could be transferred to Wells Fargo and ultim ately borne by Wells Fargo's security holders (including
holders of the notes and our other unsecured debt securities), with the result that third -party creditors of Wells Fargo's subsidiaries
would receive full recoveries on their claim s, while Wells Fargo's security holders (including holders of the notes) and other unsecured
creditors could face significant losses. In that case, Wells Fargo's security holders could face significant losses while the third -party
creditors of Wells Fargo's subsidiaries would incur no losses because the subsidiaries would continue to operate and would not enter
resolution or bankruptcy proceedings. In addition, holders of the notes and other debt securities of Wells Fargo could face losses ahead
of our other sim ilarly situated creditors in a resolution under the orderly liquidation authority if the FDIC exercised its right, described
above, to disregard the strict priority of creditor claim s.
The orderly liquidation authority also requires that creditors and shareholders of the financial com pany in receivership m ust bear all
losses before taxpayers are exposed to any losses, and am ounts owed by the financial com pany or the receivership to the U.S.
governm ent would generally receive a statutory paym ent priority over the claim s of private creditors, including senior creditors such as
claim s in respect of the notes. In addition, under the orderly liquidation authority, claim s of creditors (including holders of the notes)
could be satisfied through the issuance of equity or other securities in a bridge entity to which Wells Fargo's assets are transferred. If
securities were to be delivered in satisfaction of claim s, there can be no assurance that the value of the securities of the bridge entity
would be sufficient to repay all or any part of the creditor claim s for which the securities were exchanged.
While the FDIC has issued regulations to im plem ent the orderly liquidation authority, not all aspects of how the FDIC m ight exercise
this authority are known and additional rulem aking is possible.
Th e Re s o lu tio n Of W e lls Fa rgo In A Ba n kru p tcy Pro ce e d in g Co u ld Als o Re s u lt in Gre a te r Lo s s e s Fo r H o ld e rs Of Ou r
D e bt Se cu ritie s , In clu d in g Th e N o te s .
As required by the Dodd -Frank Act and regulations issued by the FRB and the FDIC, we are required to provide to the FRB and the
FDIC a plan for our rapid and orderly resolution in the event of m aterial financial distress affecting Wells Fargo or the failure of Wells
Fargo. The strategy described in our m ost recently filed resolution plan is a "m ultiple point of entry" strategy, in which Wells Fargo,
Wells Fargo Bank, National Association ("WFBNA") and Wells Fargo Securities, LLC ("WFS") would each undergo separate resolution
proceedings under the U.S. Bankruptcy Code, the Federal Deposit Insurance Act, and the Securities Investor Protection Act,
respectively. To further the orderly resolution of its businesses and those of its subsidiaries, Wells Fargo m ay provide capital and
liquidity resources to certain of its m ajor subsidiaries (such as WFBNA and WFS) during any period of distress, including through the
forgiveness of intercom pany indebtedness, the m aking of additional intercom pany loans and by other m eans. These subsidiaries m ay
enter into separate resolution proceedings even after receiving capital and liquidity resources from Wells Fargo. It is possible that
creditors of som e or all of Wells Fargo's m ajor subsidiaries would receive significant, or even full, recoveries on their claim s while
holders of Wells Fargo's debt securities (including holders of the notes) could face significant or com plete losses. It is also possible that
holders of Wells Fargo's debt securities (including holders of the notes) could face greater losses than if the m ultiple point of entry
strategy had not been im plem ented and Wells Fargo had not provided capital and liquidity resources to m ajor subsidiaries that enter
separate resolution proceedings because assets and other resources

PRS-9
provided to those subsidiaries would not be available to pay Wells Fargo's creditors (including holders of the notes and Wells Fargo's
other debt securities).
It m ay also be possible for Wells Fargo to be resolved under the U.S. Bankruptcy Code using a strategy in which only Wells Fargo itself
enters proceedings while som e or all of its operating subsidiaries are m aintained as going concerns. In this case, the effects on creditors
of Wells Fargo would likely be sim ilar to those arising under the orderly liquidation authority, as described above. To carry out such a
strategy, Wells Fargo m ay seek to recapitalize its subsidiaries or provide them with liquidity in order to preserve them as going
concerns prior to the com m encem ent of Wells Fargo's bankruptcy proceeding. Moreover, Wells Fargo could seek to elevate the priority
of its guarantee obligations relating to its m ajor subsidiaries' derivatives contracts over its other obligations, so that cross-default and
early term ination rights under derivatives contracts at its subsidiaries would be stayed under the ISDA Resolution Stay Protocol. This
elevation would result in holders of our debt securities (including the notes) incurring losses ahead of the beneficiaries of those
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Definitive Pricing Supplement No. 20
guarantee obligations. It is also possible that holders of our debt securities (including the notes) could incur losses ahead of other
sim ilarly situated creditors.
If either resolution strategy proved to be unsuccessful, holders of our debt securities (including the notes) m ay as a consequence be in a
worse position than if the strategy had not been im plem ented. In all cases, any paym ents to holders of our debt securities are
dependent on our ability to m ake such paym ents and are therefore subject to our credit risk.

PRS-10
H ISTORICAL IN FORMATION
The following graph sets forth the 10 -Year CMS Rate for each day in the period from J anuary 1, 20 0 7 to August 28 , 20 17. On
August 28 , 20 17, the 10 -Year CMS Rate was 2.10 6%. The historical 10 -Year CMS Rates set forth below should not be taken as an
indication of the 10 -Year CMS Rate in the future.

PRS-11
U N ITED STATES FED ERAL TAX CON SID ERATION S
The following is a discussion of the m aterial U.S. federal incom e 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 am ount of the notes is sold to the public, and hold the note as a capital asset within the m eaning of Section 1221 of
the Internal Revenue Code of 198 6, as am ended (the "Code "). It does not address all of the tax consequences that m ay be relevant to
you in light of your particular circum stances or if you are an investor subject to special rules, such as:

· a financial institution;

· a "regulated investm ent com pany";

· a "real estate investm ent trust";

· a tax-exem pt entity, including an "individual retirem ent account" or "Roth IRA";

· a dealer or trader subject to a m ark-to-m arket m ethod 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 incom e tax purposes.
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Definitive Pricing Supplement No. 20
If an entity that is classified as a partnership for U.S. federal incom e tax purposes holds the notes, the U.S. federal incom e tax
treatm ent 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, adm inistrative pronouncem ents, judicial decisions and final, tem porary and proposed Treasury
regulations, all as of the date hereof, changes to any of which subsequent to the date of this pricing supplem ent m ay 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 m inim um tax consequences or the potential application of the Medicare tax on net
investm ent incom e. You should consult your tax adviser concerning the application of the U.S. federal incom e 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. jurisdiction.
Ta x Tre a tm e n t o f th e N o te s
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as "variable rate debt instrum ents" that provide for
a single fixed rate followed by a qualified floating rate ("QFR") for U.S. federal incom e tax purposes.
Ta x Co n s e qu e n ce s to U .S. H o ld e rs
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 incom e
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 Colum bia; or

· an estate or trust the incom e of which is subject to U.S. federal incom e taxation regardless of its source.

PRS-12
Qualified Stated In terest an d Origin al Issue Discoun t. If a debt in strum en t's stated redem ption price at m aturity exceeds its issue price
by an am ount that does not satisfy a de m inim is test, the excess will be treated as original issue discount ("OID") for U.S. federal
incom e tax purposes. Under applicable Treasury Regulations, the "stated redem ption price at m aturity" of a debt instrum ent generally
will equal the sum of all paym ents required under the debt instrum ent other than paym ents of qualified stated interest ("QSI "). QSI
generally includes stated interest unconditionally payable (other than in debt instrum ents of the issuer) at least annually at a single
rate.
In order to determ ine the am ount of QSI and OID (if any) in respect of the notes, an equivalent fixed rate debt instrum ent m ust be
constructed. The equivalent fixed rate debt instrum ent is constructed in the following m anner: (i) first, the initial fixed rate is
converted to a QFR that would preserve the fair m arket value of the notes, and (ii) second, each QFR (including the QFR determ ined
under (i) above) is converted to a fixed rate substitute (which will generally be the value of that QFR as of the issue date of the notes).
Then, the rules described in the preceding paragraph will apply to the equivalent fixed rate debt instrum ent to determ ine the am ount
of QSI and OID on the notes. Under these rules, the notes will generally be treated as providing for QSI at a rate equal to the lowest
rate of interest in effect at any tim e under the equivalent fixed rate debt instrum ent, and any interest in excess of that rate will
generally be treated as part of the stated redem ption price at m aturity and, therefore, as giving rise to OID.
QSI on the notes generally will be taxable to you as ordinary interest incom e at the tim e it accrues or is received in accordance with
your m ethod of tax accounting. You will be required to include the OID, if any, in incom e for federal incom e tax purposes as it accrues,
in accordance with a constant -yield m ethod based on a com pounding of interest. If the notes are not issued with OID, all stated
interest on the notes will be treated as QSI and will be taxable to you as ordinary interest incom e at the tim e it accrues or is received in
accordance with your m ethod of tax accounting. If the am ount of interest you receive on the notes in a calendar year is greater than the
interest assum ed to be paid or accrued under the equivalent fixed rate debt instrum ent, the excess is treated as additional QSI taxable
to you as ordinary incom e. Otherwise, any difference will reduce the am ount of QSI you are treated as receiving and will therefore
reduce the am ount of ordinary incom e you are required to take into incom e.
Inform ation regarding the determ ination of QSI and the am ount of OID, if any, on the notes m ay be obtained by subm itting a written
request to us at: Wells Fargo Securities, LLC, Investm ent Solutions Group, 375 Park Avenue, New York, NY 10 152.
Sale, Exchan ge or R etirem en t of the N otes. Upon a sale, exchan ge or retirem en t of the n otes, you gen erally will recogn ize capital gain
or loss equal to the difference between the am ount realized on the sale, exchange or retirem ent (other than am ounts attributable to
accrued QSI, which will be treated as a paym ent of QSI) and your tax basis in the notes. Your tax basis in the notes generally will equal
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Document Outline

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