Obligation Wells Fargo & Company 4.05% ( US95000N3G25 ) en USD

Wells Fargo & Company

95.2 % ▼

Etas-Unis

US95000N3G25 ( en USD )

4.05% par an ( paiement semestriel )

20/10/2027

Prospectus brochure de l'obligation Wells Fargo US95000N3G25 en USD 4.05%, échéance 20/10/2027

1 000 USD

10 000 000 USD

95000N3G2

BBB+ ( Qualité moyenne inférieure )

A1 ( Qualité moyenne supérieure )

20/04/2026 ( Dans 14 jours )

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

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US95000N3G25, paye un coupon de 4.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/10/2027

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US95000N3G25, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US95000N3G25, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Definitive Pricing Supplement No. 31
424B2 1 d463779d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 31
Filed Pursuant to Rule 424(b)(2)
File No. 333-202840

Title o f Ea ch Cla s s o f
Ma xim u m Aggre ga te
Am o u n t o f
Se cu ritie s Offe re d

Offe rin g Price

Re gis tra tio n Fe e (1)
Medium-Term Notes, Series P, Notes Linked to the 10-Year Constant Maturity Swap
Rate due October 20, 2027

$10,000,000

$1,245

(1)
The total filing fee of $1,245 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. 31 dated October 17, 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
$ 10 ,0 0 0 ,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 Octo be r 2 0 , 2 0 2 7
The notes have a term of 10 years. The notes pay interest quarterly at a rate that will be fixed at 4.0 5% 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 & Com pany ("Wells Fargo ")

Original Offering Price:
$ 1,0 0 0 per note. References in this pricing supplem ent to a "note" are to a note with a principal am ount of $ 1,0 0 0 .

Pricing Date:

October 17, 20 17.

Issue Date:

October 20 , 20 17. (T+3)

Stated Maturity Date:
October 20 , 20 27. 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 and unpaid interest.

Interest Paym ent Dates:
Each J anuary 20 , April 20 , J uly 20 and October 20 , com m encing J anuary 20 , 20 18 , and at m aturity. Except 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 J anuary 19, 20 18 . 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
October 19, 20 19) will be equal to 4.0 5% per annum . For all interest periods com m encing on or after October 20 , 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 ined.

Interest Determ ination
The "interest determ ination date" for an interest period com m encing on or after October 20 , 20 19 will be the date that is two U.S.

Date:

governm ent securities business days prior to the first day of such interest period.

Calculation Agent:

Wells Fargo Securities, LLC

Listing:

The notes will not be listed on any securities exchange or autom ated quotation system .

Denom inations:

$ 1,0 0 0 and any integral m ultiples of $ 1,0 0 0

CUSIP Num ber:

950 0 0 N3G2
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 71.79 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 &
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Definitive Pricing Supplement No. 31
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 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 .

Origin a l Offe rin g Price

Age n t D is co u n t(1)

Pro ce e d s to W e lls Fa rgo
Pe r N o te
$ 1,0 0 0 .0 0

$ 10 .0 0

$ 990 .0 0
To ta l
$ 10 ,0 0 0 ,0 0 0 .0 0

$ 10 0 ,0 0 0 .0 0

$ 9,90 0 ,0 0 0 .0 0
(1)
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 October 20 , 20 27 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 4.0 5% 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.
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

PRS-2
the notes by estim ating the value of the com bination of hypothetical financial instrum ents that would replicate the payout on the notes,
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Definitive Pricing Supplement No. 31
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 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

PRS-3
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.
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.

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
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Definitive Pricing Supplement No. 31
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 4.0 5% 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.
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 ten 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
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Definitive Pricing Supplement No. 31
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 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.
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."

PRS-6
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
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Definitive Pricing Supplement No. 31
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
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
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Definitive Pricing Supplement No. 31
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.
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 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.
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Definitive Pricing Supplement No. 31

PRS-10
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.
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-11
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
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Definitive Pricing Supplement No. 31
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 the am ount you
paid to acquire them , increased by the am ount of OID (if any) previously included in incom e with respect to the notes and reduced by any
paym ents other than QSI received. Such gain or loss generally will be long-term capital gain or loss if, at the tim e of the sale, exchange or
retirem ent, you held the notes for m ore 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. The deductibility of capital losses is subject to certain
lim itations.
Ta x Co n s e qu e n ce s to N o n -U .S. H o ld e rs
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
incom e 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 18 3 days or
m ore in the taxable year of disposition, (ii) a form er citizen or resident of the United States or (iii) a person for whom incom e 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 m ay becom e such a
person during the period in which you

PRS-12
hold a note, you should consult your tax adviser regarding the U.S. federal tax consequences of an investm ent in the notes.
Subject to the discussion below concerning FATCA, you generally will not be subject to U.S. federal incom e or withholding tax in respect of
the notes, provided that:

·
you do not own, directly or by attribution, ten percent or m ore of the total com bined 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 8 8 1(c)(3)(A) of the Code; and

·
you provide to the applicable withholding agent an appropriate IRS Form W-8 on which you certify under penalties of perjury

that you are not a U.S. person.
U .S. Fe d e ra l Es ta te Ta x
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 exam ple, 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 im plications of an investm ent 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 paym ents on the note if received by the decedent at the tim e of death
would have been subject to U.S. federal withholding tax as described above (even if the Form W-8 certification requirem ent described above
were satisfied and not taking into account an elim ination of such U.S. federal withholding tax due to the application of an incom e tax treaty).
You should consult your tax adviser regarding the U.S. federal estate tax consequences of an investm ent in the notes in your particular
situation and the availability of benefits provided by an applicable estate tax treaty, if any.
Ba cku p W ith h o ld in g a n d In fo rm a tio n Re p o rtin g
Inform ation returns generally will be filed with the Internal Revenue Service (the "IRS") with respect to paym ents of interest (including OID,
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Definitive Pricing Supplement No. 31
if any) on the notes and m ay be filed with the IRS in connection with the paym ent of proceeds from a sale, exchange or other disposition of
the notes. If you fail to provide certain identifying inform ation (such as an accurate taxpayer identification num ber if you are a U.S. holder)
or m eet certain other conditions, you m ay 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 exem ption from backup withholding. Am ounts withheld
under the backup withholding rules are not additional taxes and m ay be refunded or credited against your U.S. federal incom e tax liability,
provided the relevant inform ation is tim ely furnished to the IRS.
FATCA Le gis la tio n
Legislation com m only referred to as "FATCA" generally im poses a withholding tax of 30 % on paym ents to certain non -U.S. entities
(including financial interm ediaries) with respect to certain financial instrum ents, unless various U.S. inform ation reporting and due
diligence requirem ents have been satisfied. An intergovernm ental agreem ent between the United States and the non -U.S. entity's jurisdiction
m ay m odify these requirem ents. Withholding under these rules (if applicable) applies to paym ents of am ounts treated as interest (including
OID, if any) on the notes and, after 20 18 , to paym ents of gross proceeds of the disposition (including upon retirem ent) of the notes. If
withholding applies to the notes, we will not be required to pay any additional am ounts with respect to am ounts withheld. Both U.S. and
non -U.S. holders should consult their tax advisers regarding the potential application of FATCA to the notes.
Th e p re ce d in g d is cu s s io n co n s titu te s th e fu ll o p in io n o f D a vis Po lk & W a rd w e ll LLP re ga rd in g th e m a te ria l U .S. fe d e ra l
ta x co n s e qu e n ce s o f o w n in g a n d d is p o s in g o f th e n o te s .

PRS-13
SU PPLEMEN TAL PLAN OF D ISTRIBU TION
Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Com pany, is the agent for the distribution of the notes. The agent
m ay resell the notes to other securities dealers at the original offering price of the notes less a concession not in excess of $ 10 .0 0 per note.
Such securities dealers m ay include Wells Fargo Advisors (the trade nam e 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 m odels to the extent it assum es 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 m odels 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.
We expect that delivery of the notes will be m ade against paym ent therefor on or about the issue date specified in this pricing supplem ent.
Under Rule 15c6-1 of the Securities Exchange Act of 1934, as am ended, trades in the secondary m arket generally are required to settle in two
business days after the date the notes are priced, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who
wish to trade the notes at any tim e prior to the second business day preceding the issue date will be required, by virtue of the fact that the
notes will not settle in T+2, to specify an alternative settlem ent cycle at the tim e of any such trade to prevent a failed settlem ent; such
purchasers should also consult their own advisors in this regard.

PRS-14
https://www.sec.gov/Archives/edgar/data/72971/000119312517313535/d463779d424b2.htm[10/20/2017 9:07:32 AM]

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