Bond Wells Fargo & Company 2.5% ( US94986RWR82 ) in USD

Issuer Wells Fargo & Company
Market price 100 %  ▲ 
Country  United States
ISIN code  US94986RWR82 ( in USD )
Interest rate 2.5% per year ( payment 2 times a year)
Maturity 24/04/2023 - Bond has expired



Prospectus brochure of the bond Wells Fargo US94986RWR82 in USD 2.5%, expired


Minimal amount 1 000 USD
Total amount 9 114 000 USD
Cusip 94986RWR8
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating N/A
Detailed description Wells Fargo is a multinational financial services company offering banking, investments, mortgage, and consumer and commercial finance services across numerous countries.

The Bond issued by Wells Fargo & Company ( United States ) , in USD, with the ISIN code US94986RWR82, pays a coupon of 2.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 24/04/2023
The Bond issued by Wells Fargo & Company ( United States ) , in USD, with the ISIN code US94986RWR82, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







Definitive Pricing Supplement No. 497
424B2 1 d914833d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 497
Filed Pursuant to Rule 424(b)(2)
File No. 333-202840

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
Medium Term Notes, Series K, Notes due April 24, 2023


$9,114,000

$1,059.05

(1)
The total filing fee of $1,059.05 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. 497 dated April 21, 2015
(To Prospectus Supplement dated March 18, 2015
and Prospectus dated March 18, 2015)



We lls Fa rgo & Com pa ny
M e dium -T e rm N ot e s, Se rie s K


St e p-U p Ca lla ble N ot e s
N ot e s due April 2 4 , 2 0 2 3


Quarterly interest payments

The per annum fixed rate of interest payable on the notes will increase during the term of the notes:


Years 1-4: 2.00%


Years 5-6: 2.50%


Year 7: 4.00%


Year 8: 5.50%

Redeemable quarterly by Wells Fargo & Company at par after 4 years

You should not expect to earn the higher stated interest rates described above because, unless general interest

rates rise significantly, the notes are likely to be redeemed

If not redeemed by Wells Fargo & Company, term of 8 years

Survivor's option

All payments on the notes are subject to the credit risk of Wells Fargo & Company; if Wells Fargo & Company

defaults on its obligations, you could lose some or all of your investment

No exchange listing; designed to be held to maturity

I nve st ing in t he not e s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l de bt se c urit ie s. Se e
"Risk Fa c t ors" on pa ge PRS-5 .
T he not e s a re unse c ure d obliga t ions of We lls Fa rgo & Com pa ny a nd a ll pa ym e nt s on t he not e s a re subje c t t o t he c re dit risk of We lls
Fa rgo & Com pa ny. T he not e s a re not de posit s or ot he r obliga t ions of a de posit ory inst it ut ion a nd a re not insure d by t he Fe de ra l De posit
I nsura nc e Corpora t ion, t he De posit I nsura nc e Fund or a ny ot he r gove rnm e nt a l a ge nc y of t he U nit e d St a t e s or a ny ot he r jurisdic t ion.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se se c urit ie s or
de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying prospe c t us supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .



Original Offering Price

Agent Discount(1)

Proceeds to Wells Fargo
Per Note
$1,000.00

$12.00

$988.00
Total
$9,114,000.00

$90,969.00

$9,023,031.00

(1) The per note agent discount in the table above represents the maximum agent discount payable per note. The total agent discount and total proceeds to Wells Fargo in
the table above reflect the actual total agent discount payable in respect of the notes. See "Plan of Distribution (Conflicts of Interest)" in the prospectus supplement for
further information including information regarding how we may hedge our obligations under the notes and offering expenses. Wells Fargo Securities, LLC, a wholly
owned subsidiary of Wells Fargo & Company, is the agent for the distribution of the notes and is acting as principal.
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Definitive Pricing Supplement No. 497
We lls Fa rgo Se c urit ie s
St e p-U p Ca lla ble N ot e s
N ot e s due April 2 4 , 2 0 2 3

I nve st m e nt De sc ript ion
The Notes due April 24, 2023 are senior unsecured debt securities of Wells Fargo & Company and are part of a series entitled "Medium-Term
Notes, Series K."
All payments on the notes are subject to the credit risk of Wells Fargo.
You should read this pricing supplement together with the prospectus supplement dated March 18, 2015 and prospectus dated March 18, 2015 for
additional information about the notes. Information included in this pricing supplement supersedes information in the prospectus supplement and
prospectus to the extent it is different from that information. Certain defined terms used but not defined herein have the meanings set forth in the
prospectus supplement.
You may access the prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):

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

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

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

seek current income of at least 2.00% per annum (the interest rate applicable for the first four years) and at an interest rate in excess of 2.00%
after the first four years through stated maturity, subject to our right to redeem the notes after four years;

understand that the notes may be redeemed by Wells Fargo after four years;

are willing to hold the notes until maturity; and

seek an investment with a survivor's option.
The notes are not designed for, and may not be a suitable investment for, investors who:

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

expect interest rates to increase beyond the interest rates provided by the notes;

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

are unwilling to accept the credit risk of Wells Fargo.

PRS-2
St e p-U p Ca lla ble N ot e s
N ot e s due April 2 4 , 2 0 2 3

T e rm s of t he N ot e s



Pricing Date:
April 21, 2015.




Issue Date:
April 24, 2015. (T+3)



Original Offering

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



April 24, 2023. The notes are subject to redemption by Wells Fargo prior to the stated maturity date as set forth below
Stated Maturity
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Definitive Pricing Supplement No. 497
under "Optional Redemption." The notes are not subject to repayment at the option of any holder of the notes prior to the
Date:
stated maturity date except as set forth below under "Survivor's Option" on page PRS-7.


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


Each January 24, April 24, July 24, and October 24, commencing July 24, 2015 and at stated maturity or earlier
redemption. Except as described below for the first interest period, on each interest payment date, interest will be paid for
the period commencing on and including the immediately preceding interest payment date and ending on and including
Interest Payment
the day immediately preceding that interest payment date. This period is referred to as an "interest period." The first
Dates:
interest period will commence on and include the issue date and end on and include July 23, 2015. Interest payable with
respect to an interest period will be computed on the basis of a 360-day year of twelve 30-day months. If a scheduled
interest payment date is not a business day, interest will be paid on the next business day, and interest on that payment
will not accrue during the period from and after the scheduled interest payment date.


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

Commencing April 24, 2015 and ending April 23, 2019
2.00%
Interest Rate:
Commencing April 24, 2019 and ending April 23, 2021
2.50%
Commencing April 24, 2021 and ending April 23, 2022
4.00%
Commencing April 24, 2022 and ending April 23, 2023
5.50%



The notes are redeemable by Wells Fargo, in whole or in part, on any interest payment date occurring on or after April 24,
2019 at 100% of their principal amount plus accrued and unpaid interest to, but excluding, the redemption date. Wells
Optional
Fargo will give notice to the holders of the notes at least 5 days and not more than 30 days prior to the date fixed for
Redemption:
redemption in the manner described in the accompanying prospectus supplement under "Description of Notes--
Redemption and Repayment."


We have agreed to repay the notes, if requested by the authorized representative of the beneficial owner of such notes,
Survivor's Option:
following the death of the beneficial owner as described under "Survivor's Option" below on page PRS-7


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


PRS-3
St e p-U p Ca lla ble N ot e s
N ot e s due April 2 4 , 2 0 2 3

T e rm s of t he N ot e s (Cont inue d)

Wells Fargo Securities, LLC, a wholly owned subsidiary of Wells Fargo & Company. The agent may resell the notes to
other securities dealers at the original offering price of the notes less a concession not in excess of $12.00 per note. Such
securities dealers may include Wells Fargo Advisors, LLC, one of our affiliates.

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



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




CUSIP:
94986RWR8



A note will be treated for U.S. federal income tax purposes as a "fixed-rate debt instrument" that is issued without
Material Tax
original issue discount ("OID"). Accordingly, you will generally be required to include interest on the notes in income
Consequences:
at the time the interest is paid or accrued, depending on your method of accounting for tax purposes. Both U.S. and non-
U.S. persons considering an investment in a note should read the discussion under "United States Federal Tax
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Definitive Pricing Supplement No. 497
Considerations" below.

PRS-4
St e p-U p Ca lla ble N ot e s
N ot e s due April 2 4 , 2 0 2 3

Risk Fa c t ors
Your investment in the notes will involve risks not associated with an investment in conventional debt securities. You should carefully consider
the risk factors set forth below as well as the other information contained in the prospectus supplement and prospectus, including the documents
they incorporate by reference. You should reach an investment decision only after you have carefully considered with your advisors the suitability
of an investment in the notes in light of your particular circumstances.
The Amount Of Interest You Receive May Be Less Than The Return You Could Earn On Other Investments.
Interest rates may change significantly over the term of the notes, and it is impossible to predict what interest rates will be at any point in the
future. Although the interest rate on the notes will increase to preset rates at scheduled intervals during the term of the notes, the interest rate that
will apply at any time on the notes may be more or less than prevailing market interest rates at such time. As a result, the amount of interest you
receive on the notes may be less than the return you could earn on other investments.
The Per Annum Interest Rate Applicable At A Particular Time Will Affect Our Decision To Redeem The Notes.
It is more likely that we will redeem the notes prior to the stated maturity date during periods when the remaining interest is to accrue on the notes
at a rate that is greater than that which we would pay on a conventional fixed-rate non-redeemable note of comparable maturity. If we redeem the
notes prior to the stated maturity date, you may not be able to invest in other notes that yield as much interest as the notes.
The Step-Up Feature Presents Different Investment Considerations Than Fixed Rate Notes.
The interest rate payable on the notes during their term will increase from the initial interest rate, subject to our right to redeem the notes. If we do
not redeem the notes, the interest rate will step up as described herein. You should not expect to earn the higher stated interest rates which are
applicable only after the first four years of the term of the notes because, unless general interest rates rise significantly, the notes are likely to be
redeemed prior to the stated maturity date. When determining whether to invest in the notes, you should consider, among other things, the overall
annual percentage rate of interest to redemption or maturity as compared to other equivalent investment alternatives rather than the higher stated
interest rates which are applicable only after the first four years of the term of the notes.
An Investment In The Notes May Be More Risky Than An Investment In Notes With A Shorter Term.
The notes have a term of eight years, subject to our right to redeem the notes starting on April 24, 2019. By purchasing notes with a longer term,
you will bear greater exposure to fluctuations in interest rates than if you purchased a note with a shorter term. In particular, you may be
negatively affected if interest rates begin to rise because the likelihood that we will redeem your notes will decrease and the interest rate applicable
to your notes during a particular interest period may be less than the amount of interest you could earn on other investments available at such time.
In addition, if you tried to sell your notes at such time, the value of your notes in any secondary market transaction would also be adversely
affected.
The Notes Are Subject To The Credit Risk Of Wells Fargo.
The notes are our obligations and are not, either directly or indirectly, an obligation of any third party, and any amounts payable under the notes are
subject to our creditworthiness. As a result, our actual and perceived creditworthiness may affect the value of the notes and, in the event we were
to default on our obligations, you may not receive any amounts owed to you under the terms of the notes.
The Agent Discount, Offering Expenses And Certain Hedging Costs Are Likely To Adversely Affect The Price At Which You Can Sell
Your Notes.
Assuming no changes in market conditions or any other relevant factors, the price, if any, at which you may be able to sell the notes will likely be
lower than the original offering price. The original offering price includes, and any price quoted to you is likely to exclude, the agent discount paid
in connection with the initial distribution, offering expenses and the projected profit that our hedge counterparty (which may be one of our
affiliates) expects to realize in consideration for assuming the risks inherent in hedging our obligations under the notes. In addition, any such price
is also likely to reflect dealer discounts, mark-ups and other transaction costs, such as a discount to account for costs associated with establishing
or unwinding any related hedge transaction. The price at which the agent or any other potential buyer may be willing to buy your notes will also be
affected by the interest rates provided by the notes and by the market and other conditions discussed in the next risk factor.

PRS-5
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Definitive Pricing Supplement No. 497
St e p-U p Ca lla ble N ot e s
N ot e s due April 2 4 , 2 0 2 3

Risk Fa c t ors (Cont inue d)

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


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

·
Our Creditworthiness. Actual or anticipated changes in our creditworthiness may affect the value of the notes. However,
because the return on the notes is dependent upon factors in addition to our ability to pay our obligations under the notes, such

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

PRS-6
St e p-U p Ca lla ble N ot e s
N ot e s due April 2 4 , 2 0 2 3

Survivor's Opt ion
We have agreed to repay the notes, if requested by the authorized representative of the beneficial owner of such notes, following the death of the
beneficial owner, so long as the notes were acquired by the beneficial owner at least six months prior to the request. We refer to this agreement as
the "survivor's option."
Upon the valid exercise of the survivor's option and the proper tender of the notes for repayment, we will repay the notes, in whole or in part, at a
price equal to 100% of the principal amount of the deceased beneficial owner's beneficial interest in the notes, plus any accrued and unpaid interest
to the date of repayment.
To be valid, the survivor's option must be exercised by or on behalf of the person who has authority to act on behalf of the deceased beneficial
owner of the notes under the laws of the applicable jurisdiction (including, without limitation, the personal representative of or the executor of the
estate of the deceased beneficial owner or the surviving joint owner with the deceased beneficial owner).
A beneficial owner of a note is a person who has the right, immediately prior to such person's death, to receive the proceeds from the disposition
of that note, as well as the right to receive the principal amount of the note plus any accrued and unpaid interest.
The death of a person holding a beneficial ownership interest in a note as a joint tenant or tenant by the entirety with another person, or as a tenant
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Definitive Pricing Supplement No. 497
in common with the deceased holder's spouse, will be deemed the death of a beneficial owner of that note, and the entire principal amount of the
note held in this manner will be subject to repayment by us upon exercise of the survivor's option. However, the death of a person holding a
beneficial ownership interest in a note as tenant in common with a person other than such deceased holder's spouse will be deemed the death of a
beneficial owner only with respect to such deceased person's interest in the note, and only the deceased beneficial owner's percentage interest in
the principal amount of the note will be subject to repayment.
The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial ownership interests in a note will be deemed
the death of the beneficial owner of that note for purposes of the survivor's option, regardless of whether that beneficial owner was the registered
holder of the note, if the beneficial ownership interest can be established to the satisfaction of Wells Fargo Bank, N.A., as our paying agent (the
"paying agent"). A beneficial ownership interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform
Transfers to Minors Act or Uniform Gifts to Minors Act, community property, or other joint ownership arrangements between a husband and wife.
In addition, the beneficial ownership interest in a note will be deemed to exist in custodial and trust arrangements where one person has all of the
beneficial ownership interest in that note during his or her lifetime. In the case of a joint trust, the joint tenant rules above will apply to the
respective beneficial ownership interests.
We have the discretionary right to limit the aggregate principal amount of the notes as to which exercises of the survivor's option will be accepted
by us in any calendar year to an amount equal to the greater of $2,500,000 or 2.5% of the principal amount of the notes outstanding as of the end of
the most recent calendar year. We also have the discretionary right to limit the aggregate principal amount of notes as to which exercises of the
survivor's option will be accepted by us from the authorized representative for any individual deceased beneficial owner of notes in any calendar
year to $300,000. In addition, we will not permit the exercise of the survivor's option for a note with a principal amount of less than $1,000, and
we will not permit the exercise of the survivor's option if such exercise will result in a note with a principal amount of less than $1,000
outstanding.
An otherwise valid election to exercise the survivor's option may not be withdrawn. An election to exercise the survivor's option will be accepted
in the order that it was received by the paying agent, except for any note the acceptance of which would contravene the limitations described
above. Notes accepted for repayment through the exercise of the survivor's option normally will be repaid on the first interest payment date that
occurs 10 or more calendar days after the date of the acceptance. For example, if the acceptance date of a note tendered pursuant to a valid exercise
of the survivor's option is April 16, 2016, we would normally repay or repurchase that note on the interest payment date occurring on July 24,
2016, because the April 24, 2016 interest payment date would occur less than 10 days from the date of acceptance. Each tendered note that is not
accepted in a calendar year due to the application of the limitation described in the preceding paragraph will be deemed to be tendered in the
following calendar year in the order in which all such notes were originally tendered. If a note tendered through a valid exercise of the survivor's
option is not accepted, the paying agent will deliver a notice by first-class mail to the registered holder, at that holder's last known address as
indicated in the note register, that states the reason that note has not been accepted for repayment.

PRS-7
St e p-U p Ca lla ble N ot e s
N ot e s due April 2 4 , 2 0 2 3

Survivor's Opt ion (Cont inue d)

Since the notes will be represented by a global security, DTC, as depository, or its nominee will be treated as the holder of the notes and will be the
only entity that can exercise the survivor's option for such notes. To obtain repayment of a note pursuant to exercise of the survivor's option, the
deceased beneficial owner's authorized representative must provide the following items to the broker or other entity through which the beneficial
interest in the note is held by the deceased beneficial owner:


· appropriate evidence satisfactory to the paying agent that:
(a) the deceased was the beneficial owner of the note at the time of death and his or her interest in the note was acquired by the
deceased beneficial owner at least six months prior to the request for repayment,
(b) the death of the beneficial owner has occurred and the date of death, and
(c) the representative has authority to act on behalf of the deceased beneficial owner;

· if the beneficial interest in the note is held by a nominee or trustee of, or custodian for, or other person in a similar capacity to, the

deceased beneficial owner, a certificate satisfactory to the paying agent from the nominee, trustee, custodian or similar person
attesting to the deceased's beneficial ownership of that note;

· a written request for repayment signed by the authorized representative of the deceased beneficial owner with the signature guaranteed

by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial
bank or trust company having an office or correspondent in the United States;


· if applicable, a properly executed assignment or endorsement;

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Definitive Pricing Supplement No. 497
· tax waivers and any other instruments or documents that the paying agent reasonably requires in order to establish the validity of the

beneficial ownership of the note and the claimant's entitlement to payment; and

· any additional information the paying agent requires to evidence satisfaction of any conditions to the exercise of the survivor's option

or to document beneficial ownership or authority to make the election and to cause the repayment of the note.
In turn, the broker or other entity will deliver each of these items to the paying agent and will certify to the paying agent that the broker or other
entity represents the deceased beneficial owner.
We retain the right to limit the aggregate principal amount of notes as to which exercises of the survivor's option will be accepted by us from the
authorized representative for any individual deceased beneficial owner of notes in any calendar year as described above. All other questions
regarding the eligibility or validity of any exercise of the survivor's option will be determined by the paying agent, in its sole discretion, which
determination will be final and binding on all parties.
The broker or other entity will be responsible for disbursing payments received from the paying agent to the authorized representative. See the
section entitled "Description of Notes--Book-Entry, Delivery and Form" in the prospectus supplement.
Forms for the exercise of the survivor's option may be obtained from Wells Fargo Bank, N.A., Corporate Trust Operations, 608 2nd Avenue South,
Minneapolis, MN 55479, Attn: Reorg, 1-612-316-2449.

PRS-8
St e p-U p Ca lla ble N ot e s
N ot e s due April 2 4 , 2 0 2 3

U nit e d St a t e s Fe de ra l T a x Conside ra t ions
The following is a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the notes.
It applies to you only if you purchase a note for cash in the initial offering at the "issue price," which is the first price at which a substantial amount
of the notes is sold to the public, and hold the note as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as
amended (the "Code"). It does not address all of the tax consequences that may be relevant to you in light of your particular circumstances,
including alternative minimum tax consequences, or if you are an investor subject to special rules, such as:


-- a financial institution;


-- a "regulated investment company";


-- a "real estate investment trust";


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


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

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

note;


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


-- an entity classified as a partnership for U.S. federal income tax purposes.
If an entity that is classified as a partnership for U.S. federal income tax purposes holds the notes, the U.S. federal income tax treatment of a
partner will generally depend on the status of the partner and the activities of the partnership. If you are a partnership holding the notes or a partner
in such a partnership, you should consult your tax adviser as to the particular U.S. federal tax consequences of holding and disposing of the notes to
you.
This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations,
all as of the date hereof, changes to any of which subsequent to the date hereof may affect the tax consequences described herein, possibly with
retroactive effect. This discussion does not address the effects of any applicable state, local or non-U.S. tax laws or the potential application of the
Medicare tax on net investment income. You should consult your tax adviser concerning the application of U.S. federal income and estate tax laws
to your particular situation, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
General
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Definitive Pricing Supplement No. 497
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as "fixed-rate debt instruments" that are issued without OID
for U.S. federal income tax purposes.
Tax Consequences to U.S. Holders
This section applies only to U.S. holders. You are a "U.S. holder" if you are a beneficial owner of a note that is, for U.S. federal income tax
purposes:


-- a citizen or individual resident of the United States;

-- a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of

the United States, any state therein or the District of Columbia; or


-- an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

PRS-9
St e p-U p Ca lla ble N ot e s
N ot e s due April 2 4 , 2 0 2 3

U nit e d St a t e s Fe de ra l T a x Conside ra t ions (Cont inue d)

Interest on the Notes. Stated interest on the notes will be taxable to you as ordinary interest income at the time it accrues or is received in
accordance with your method of accounting for U.S. federal income tax purposes.
Under applicable Treasury regulations, we will generally be presumed to exercise our option to redeem the notes if the exercise of the option
would lower the yield on the notes. The yield on the notes would be lowered if we redeemed the notes before the initial increase in the interest rate,
and therefore the notes will not be treated as issued with OID. If, contrary to the presumption in the applicable Treasury regulations, we do not
redeem the notes before the initial increase in the interest rate, solely for purposes of calculating OID, the notes will be treated as if they were
redeemed and new notes were issued on the presumed exercise date for the notes' principal amount. The same analysis will apply to the subsequent
increases in the interest rate, which means a note that is deemed reissued will be treated as redeemed prior to any subsequent increase in the
interest rate, and therefore as issued without OID.
Sale, Exchange or Retirement of the Notes. You will recognize capital gain or loss on the sale, exchange or retirement of a note equal to the
difference between the amount received (other than amounts received in respect of accrued interest, which will be treated as described under "--
Interest on the Notes") and your adjusted tax basis in the note. Your gain or loss generally will be long-term capital gain or loss if at the time of the
sale, exchange or retirement you held the notes for more than one year, and short-term capital gain or loss otherwise. Long-term capital gains
recognized by non-corporate U.S. holders are generally subject to taxation at reduced rates. Any capital loss you recognize may be subject to
limitations.
Your adjusted tax basis in a note generally will be equal to your original purchase price for the note.
Backup Withholding and Information Reporting
Backup withholding may apply in respect of the amounts paid to you on a note, unless you provide proof of an applicable exemption or a correct
taxpayer identification number, and otherwise comply with applicable requirements of the backup withholding rules. The amounts withheld under
the backup withholding rules are not an additional tax and may be refunded, or credited against your U.S. federal income tax liability, provided that
the required information is furnished to the Internal Revenue Service (the "IRS"). In addition, information returns will be filed with the IRS in
connection with payments on the notes and the proceeds from a sale, exchange or other disposition of the notes, unless you provide proof of an
applicable exemption from the information reporting rules.
Tax Consequences to Non-U.S. Holders
This section applies only to non-U.S. holders. You are a "non-U.S. holder" if you are a beneficial owner of a note that is, for U.S. federal income
tax purposes:


-- an individual who is classified as a nonresident alien;


-- a foreign corporation; or


-- a foreign estate or trust.
You are not a non-U.S. holder for purposes of this discussion if you are (i) an individual who is present in the United States for 183 days or more
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Definitive Pricing Supplement No. 497
in the taxable year of disposition or (ii) a former citizen or resident of the United States. If you are or may become such a person during the period
in which you hold a note, you should consult your tax adviser regarding the U.S. federal tax consequences of an investment in the notes.
Subject to the discussions below concerning backup withholding and FATCA, you will not be subject to U.S. federal income or withholding tax in
respect of the notes, provided that:

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

vote;


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

PRS-10
St e p-U p Ca lla ble N ot e s
N ot e s due April 2 4 , 2 0 2 3

U nit e d St a t e s Fe de ra l T a x Conside ra t ions (Cont inue d)


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

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

are not a U.S. person.
Backup Withholding and Information Reporting
Information returns will be filed with the IRS in connection with payments of interest on the notes and may be filed with the IRS in connection
with the payment of proceeds from a sale, exchange or other disposition of the notes. You may be subject to backup withholding in respect of
amounts paid to you, unless you comply with certification procedures to establish that you are not a U.S. person for U.S. federal income tax
purposes or otherwise establish an exemption. Compliance with the Form W-8 certification requirement described above will satisfy the
certification requirements necessary to avoid backup withholding. The amount of any backup withholding from a payment to you will be allowed
as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is timely furnished
to the IRS.
U.S. Federal Estate Tax
Individual non-U.S. holders and entities the property of which is potentially includible in such an individual's gross estate for U.S. federal estate
tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers)
should consider the U.S. federal estate tax implications of an investment in the notes. Absent an applicable treaty benefit, a note will be treated as
U.S.-situs property subject to U.S. federal estate tax if payments on the note if received by the decedent at the time of death would have been
subject to U.S. federal withholding tax (even if the Form W-8 certification requirement described above were satisfied and not taking into account
an elimination of such U.S. federal withholding tax due to the application of an income tax treaty). You should consult your tax adviser regarding
the U.S. federal estate tax consequences of an investment in the notes in your particular situation and the availability of benefits provided by an
applicable estate tax treaty, if any.
FATCA Legislation
Legislation commonly referred to as "FATCA" generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including
financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements
have been satisfied. An intergovernmental agreement between the United States and the non-U.S. entity's jurisdiction may modify these
requirements. Withholding under these rules (if applicable) applies to payments of amounts treated as interest on the notes and, for dispositions
after December 31, 2016, to payments of gross proceeds of the disposition (including upon retirement) of the notes. If withholding applies to the
notes, we will not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and non-U.S. holders should consult
their tax advisers regarding the potential application of FATCA to the notes.
The preceding discussion constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences
of owning and disposing of the notes.

PRS-11
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