Obbligazione Wells Fargo & Company 0.63% ( US94986RUL31 ) in USD

Wells Fargo & Company

100 USD ▲

Stati Uniti

US94986RUL31 ( in USD )

0.63% per anno ( pagato 2 volte l'anno)

30/07/2024 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Wells Fargo US94986RUL31 in USD 0.63%, scaduta

1 000 USD

9 194 000 USD

94986RUL3

BBB+ ( Lower medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

Wells Fargo è una delle maggiori istituzioni finanziarie statunitensi, operante nel settore bancario, finanziario e di gestione patrimoniale.

L'obbligazione, identificata dai codici ISIN US94986RUL31 e CUSIP 94986RUL3, è uno strumento di debito emesso negli Stati Uniti da Wells Fargo, un'importante e consolidata istituzione finanziaria americana, ed è giunta a maturazione il 30 luglio 2024 ed è stata rimborsata come previsto; al momento del suo ciclo di vita, presentava un prezzo di mercato del 100%, un tasso d'interesse dello 0,63%, una dimensione totale dell'emissione pari a 9.194.000 USD e un taglio minimo di acquisto di 1.000 USD, con pagamenti semestrali, godendo inoltre di solide valutazioni da parte delle agenzie di rating, con un BBB+ assegnato da Standard & Poor's e un A1 da Moody's.

Definitive Pricing Supplement No. 444
424B2 1 d765280d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 444

Filed Pursuant to Rule 424(b)(2)
File No. 333-180728

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
Medium Term Notes, Series K, Notes Linked to the 10-Year Constant Maturity Swap Rate
due July 30, 2024

$9,194,000

$1,184.19

(1)
The total filing fee of $1,184.19 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. 444 dated July 25, 2014
(To Prospectus Supplement dated April 13, 2012
and Prospectus dated April 13, 2012)

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

Floa t ing Ra t e N ot e s
N ot e s Link e d t o t he 1 0 -Y e a r Const a nt M a t urit y Sw a p Ra t e
due J uly 3 0 , 2 0 2 4

Quarterly interest payments

The per annum rate of interest payable on the notes will be reset quarterly and will be equal to the product of
the 10-Year Constant Maturity Swap Rate and a multiplier equal to 0.765, but in no event will be less than

2.00% per annum, for any quarterly interest period

Term of approximately 10 years

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

On t he da t e of t his pric ing supple m e nt , t he e st im a t e d va lue of t he not e s is $ 9 7 3 .0 0 pe r not e . T he e st im a t e d va lue of t he not e s w a s
de t e rm ine d for us by We lls Fa rgo Se c urit ie s, LLC using it s proprie t a ry pric ing m ode ls. I t is not a n indic a t ion of a c t ua l profit t o us or t o We lls
Fa rgo Se c urit ie s, LLC or a ny of our ot he r a ffilia t e s, nor is it a n indic a t ion of t he pric e , if a ny, a t w hic h We lls Fa rgo Se c urit ie s, LLC or a ny
ot he r pe rson m a y be w illing t o buy t he not e s from you a t a ny t im e a ft e r issua nc e . Se e "I nve st m e nt De sc ript ion" in t his pric ing supple m e nt .
T he not e s ha ve c om ple x fe a t ure s a nd inve 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-8 .
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

$10.00

$990.00
Total
$9,194,000.00

$91,940.00

$9,102,060.00

(1) 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. See
"Investment Description" in this pricing supplement for further information.
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Definitive Pricing Supplement No. 444
We lls Fa rgo Se c urit ie s
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I nve st m e nt De sc ript ion
The Notes Linked to the 10-Year Constant Maturity Swap Rate due July 30, 2024 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.
The notes are designed for investors who seek floating interest rate payments linked to the 10-Year Constant Maturity Swap Rate (the "10-Year
CMS Rate") and who are willing to accept interest payments at a rate that will be less than the 10-Year CMS Rate (due to the multiplier of 0.765)
in exchange for a minimum interest rate of 2.00% per annum. The 10-Year CMS Rate is, on any U.S. government securities business day, the
fixed rate of interest payable on an interest rate swap with a 10-year maturity as reported by Reuters Screen ISDAFIX1 Page as of 11:00 a.m., New
York City time, on that day. An interest rate swap rate, at any given time, generally indicates the fixed rate of interest (paid semi-annually) that a
counterparty in the swaps market would have to pay for a given maturity in order to receive a floating rate (paid quarterly) equal to 3 month
LIBOR for that same maturity. The 10-Year CMS Rate is one of the market-accepted indicators of longer-term interest rates.
You should read this pricing supplement together with the prospectus supplement dated April 13, 2012 and prospectus dated April 13, 2012 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 April 13, 2012 and Prospectus dated April 13, 2012 filed with the SEC on April 13,
2012:
http://www.sec.gov/Archives/edgar/data/72971/000119312512162780/d256650d424b2.htm

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

The original offering price of each note of $1,000 includes certain costs that are borne by you. Because of these costs, the estimated 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, (ii) the projected profit that our hedge
counterparty (which may be one of our affiliates) expects to realize for assuming risks inherent in hedging our obligations under the 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 management costs of market-linked debt such as the
notes as compared to our conventional debt of the same maturity, as well as our liquidity needs and preferences. Our funding considerations are
reflected in the fact that we determine the economic terms of the notes based on an assumed funding rate that is generally lower than the interest
rates implied by secondary market prices for our debt obligations and/or by other traded instruments referencing our debt obligations, which we
refer to as our "secondary market rates." As discussed below, our secondary market rates are used in determining the estimated value of the notes.
If the costs relating to selling, structuring, hedging and issuing the notes were lower, or if the assumed funding rate we use to determine the
economic terms of the notes were higher, the economic terms of the notes would be more favorable to you and the estimated value would be
higher. The estimated value of the notes as of the pricing date is set forth on the cover page of this pricing supplement.
Determining the estimated value
Our affiliate, Wells Fargo Securities, LLC ("WFS"), calculated the estimated value of the notes set forth on the cover page of this pricing
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Definitive Pricing Supplement No. 444
supplement based on its proprietary pricing models. Based on these pricing models and related market inputs and assumptions referred to in this
section below, WFS determined an estimated value for the notes by estimating the value of the combination of hypothetical financial instruments
that would replicate the payout on the notes, which combination consists of a non-interest bearing, fixed-income bond (the "debt component") and
one or more derivative instruments underlying the economic terms of the notes (the "derivative component").
The estimated value of the debt component is based on a reference interest rate, determined by WFS as of a recent date, that generally tracks our
secondary market rates. Because WFS does not continuously calculate our reference interest rate, the reference interest rate used in the calculation
of the estimated value of the debt component may be higher or lower than our secondary market rates at the time of that calculation. As noted
above, we determine the economic terms of the notes based upon an assumed funding rate that is generally lower than our secondary market rates.
In contrast, in determining the estimated value of the notes, we value the debt component using a reference interest rate that generally tracks our
secondary market rates. Because the reference interest rate is generally higher than the assumed funding rate, using the reference interest rate to
value the debt component generally results in a lower estimated value for the debt component, which we believe more closely approximates a
market valuation of the debt component than if we had used the assumed funding rate.
WFS calculated the estimated value of the derivative component based on a proprietary derivative-pricing model, which generated a theoretical
price for the derivative instruments that constitute the derivative component based on various inputs, including the "derivative component factors"
identified in "Risk Factors--The Value Of The Notes Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are
Related In Complex Ways." These inputs may be market-observable or may be based on assumptions made by WFS in its discretion.
The estimated value of the notes determined by WFS is subject to important limitations. See "Risk Factors--The Estimated Value Of The Notes Is
Determined By Our Affiliate's Pricing Models, Which May Differ From Those Of Other Dealers" and "--Our Economic Interests And Those Of
Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests."

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

Valuation of the notes after issuance
The estimated value of the notes is not an indication of the price, if any, at which WFS or any other person may be willing to buy the notes from
you in the secondary market. The price, if any, at which WFS or any of its affiliates may purchase the notes in the secondary market will be based
upon WFS's proprietary pricing models and will fluctuate over the term of the notes due to changes in market conditions and other relevant factors.
However, absent changes in these market conditions and other relevant factors, except as otherwise described in the following paragraph, any
secondary market price will be lower than the estimated value on the pricing date because the secondary market price will be reduced by a bid-
offer spread, which may vary depending on the aggregate principal amount of the notes to be purchased in the secondary market transaction, and
the expected cost of unwinding any related hedging transactions. Accordingly, unless market conditions and other relevant factors change
significantly in your favor, any secondary market price for the notes is likely to be less than the original offering price.
If WFS or any of its affiliates makes a secondary market in the notes at any time up to the issue date or during the 6-month period following the
issue date, the secondary market price offered by WFS or any of its affiliates will be increased by an amount reflecting a portion of the costs
associated with selling, structuring, hedging and issuing the notes that are included in the original offering price. Because this portion of the costs is
not fully deducted upon issuance, any secondary market price offered by WFS or any of its affiliates during this period will be higher than it would
be if it were based solely on WFS's proprietary pricing models less the bid-offer spread and hedging unwind costs described above. The amount of
this increase in the secondary market price will decline steadily to zero over this 6-month 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 statement.
If WFS or any of its affiliates makes a secondary market in the notes, WFS expects to provide those secondary market prices to any unaffiliated
broker-dealers through which the notes are held and to commercial 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 may obtain market prices for the notes from WFS (directly or indirectly), but could also
obtain such market prices from other sources, and may be willing to purchase the notes at any given time at a price that differs from the price at
which WFS or any of its affiliates is willing to purchase the notes. As a result, if you hold your notes through an account at a broker-dealer other
than WFS or any of its affiliates, the value of the notes on your brokerage account statement may 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 automated quotation system. Although WFS and/or its affiliates may
buy the notes from investors, 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.
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Definitive Pricing Supplement No. 444

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

seek current income at a floating rate of interest;

seek an investment with a per annum interest rate that will be reset quarterly and will be equal to the product of the 10-Year CMS Rate and the
multiplier of 0.765, subject to the minimum interest rate of 2.00% per annum, for any quarterly interest period;

are willing to accept an interest rate on the notes that will be lower than the 10-Year CMS Rate due to the multiplier of 0.765 in exchange for a
minimum interest rate of 2.00% per annum; and

are willing to hold the notes until maturity.
The notes are not designed for, and may not be a suitable investment for, investors who:

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

are unwilling to purchase notes with an estimated value as of the pricing date that is lower than the original offering price, as set forth on the
cover page;

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

prefer the certainty of investments with fixed coupons and with comparable maturities issued by companies with comparable credit ratings.

PRS-5
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T e rm s of t he N ot e s

Pricing Date:
July 25, 2014.

Issue Date:
July 30, 2014. (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:

Stated Maturity
July 30, 2024. The notes are not subject to redemption by Wells Fargo or repayment at the option of any holder of the
Date:
notes prior to the stated maturity date.

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

Each January 30, April 30, July 30 and October 30, commencing October 30, 2014 and ending at maturity. Except as
described below for the first interest period, on each interest payment date, interest will be paid for the period
commencing on and including the immediately preceding interest payment date and ending on and including the day
Interest Payment
immediately preceding that interest payment date. This period is referred to as an "interest period." The first interest
Dates:
period will commence on and include the issue date and end on and include October 29, 2014. 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 interest rate that will apply during an interest period will be equal to (i) the 10-Year Constant Maturity Swap
Rate on the determination date for such interest period multiplied by (ii) the multiplier, subject to the minimum
interest rate.
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Definitive Pricing Supplement No. 444

The "determination date" for an interest period will be two U.S. government securities business days prior to the first
day of such interest period.

"10-Year Constant Maturity Swap Rate," or "10-Year CMS Rate," means, for any determination date, the "USD-
ISDA-Swap Rate," which will be the rate for U.S. Dollar swaps with a designated maturity of 10 years, expressed as
a percentage, that appears on the Reuters Screen ISDAFIX1 Page (or any successor page thereto) as of 11:00 a.m.,
New York City time, on such determination date.
Interest Rate:

If such rate does not appear on the Reuters Screen ISDAFIX1 Page (or any successor page thereto) at such time, the
calculation agent shall determine the 10-Year CMS Rate for the relevant determination date on the basis of the mid-
market semi-annual swap rate quotations provided by the reference banks at approximately 11:00 a.m., New York
City time, on such determination date. The calculation agent will request the principal New York City office of each
of the reference banks to provide a quotation of its rate, and

(i) if at least three quotations are provided, the rate for that determination date will be the arithmetic mean of the
quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest); and

(ii) if fewer than three quotations are provided, the calculation agent will determine the rate in its sole discretion.

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

"U.S. government securities business day" means any day except for a Saturday, Sunday
or a day on which the Securities Industry and Financial Markets Association recommends
that the fixed income department of its members be closed for the entire day for purposes
of trading in U.S. government securities.

"Reference banks" means five leading swap dealers selected by the calculation agent in
its sole discretion in the New York City interbank market.

"Mid-market semi-annual swap rate" means, on any determination date, the mean of the

bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count
basis, of a fixed-for-floating U.S. Dollar interest rate swap transaction with a term equal
to the applicable 10-year maturity commencing on such determination date and in a
representative amount with an acknowledged dealer of good credit in the swap market,
where the floating leg, calculated on an actual/360 day count basis, is equivalent to U.S.
Dollar LIBOR with a designated maturity of three months.

"Representative amount" means an amount that is representative for a single transaction
in the relevant market at the relevant time as determined by the calculation agent in its
sole discretion.

Calculation

Wells Fargo Securities, LLC.
Agent:

Multiplier:
0.765

Minimum

2.00% per annum.
Interest Rate:

Material Tax
For a discussion of the material U.S. federal income tax consequences of the ownership and disposition of the notes
Consequences:
see "United States Federal Tax Considerations" below.

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

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Definitive Pricing Supplement No. 444
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 $10.00 per note.
Such securities dealers may include Wells Fargo Advisors, LLC, one of our affiliates.
Agent:

The agent or another affiliate of ours expects to realize hedging profits projected by its proprietary pricing models to
the extent it assumes the risks inherent in hedging our obligations under the notes. No dealer participating in the
distribution of the notes or any of its affiliates conducted hedging activities for us in connection with the notes.

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

CUSIP:
94986RUL3

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Risk Fa c t ors
The notes have complex features and investing in the notes will involve risks. 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 And The Interest You Do
Receive Will Be Less Than The 10-Year CMS Rate Due To The Multiplier, Subject To The Minimum Interest Rate.
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 be based on the level of the 10-Year CMS Rate, the interest rate that will apply at any time on
the notes may be more or less than other prevailing market interest rates at such time. In addition, the interest rate on the notes will be less than the
level of the 10-Year CMS Rate for any quarterly interest period due to the effect of the multiplier of 0.765, subject to the minimum interest rate of
2.00% per annum. 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 Notes Are Subject To The Credit Risk Of Wells Fargo.
The notes are our obligations and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under the notes are
subject to our creditworthiness. As a result, our actual and perceived creditworthiness may affect the value of the notes and, in the event we were
to default on our obligations, you may not receive any amounts owed to you under the terms of the notes.
The Estimated Value Of The Notes On The Pricing Date, Based On WFS's Proprietary Pricing Models, Is Less Than The Original
Offering Price.
The original offering price of the notes includes certain costs that are borne by you. Because of these costs, the estimated 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, (ii) the projected profit that our hedge counterparty (which may be one of our affiliates) expects to realize for
assuming risks inherent in hedging our obligations under the notes and (iii) hedging and other costs relating to the offering of the notes. Our
funding considerations are reflected in the fact that we determine the economic terms of the notes based on an assumed funding rate that is
generally lower than our secondary market rates. If the costs relating to selling, structuring, hedging and issuing the notes were lower, or if the
assumed funding rate we use to determine the economic terms of the notes were higher, the economic terms of the notes would be more favorable
to you and the estimated value would be higher.
The Estimated Value Of The Notes Is Determined By Our Affiliate's Pricing Models, Which May Differ From Those Of Other Dealers.
The estimated value of the notes was determined for us by WFS using its proprietary pricing models and related market inputs and assumptions
referred to above under "Investment Description--Determining the estimated value." Certain inputs to these models may be determined by WFS in
its discretion. WFS's views on these inputs may differ from other dealers' views, and WFS's estimated value of the notes may be higher, and
perhaps materially higher, than the estimated value of the notes that would be determined by other dealers in the market. WFS's models and its
inputs and related assumptions may prove to be wrong and therefore not an accurate reflection of the value of the notes.
The Estimated Value Of The Notes Is Not An Indication Of The Price, If Any, At Which WFS Or Any Other Person May Be Willing To
Buy The Notes From You In The Secondary Market.
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Definitive Pricing Supplement No. 444
The price, if any, at which WFS or any of its affiliates may purchase the notes in the secondary market will be based on WFS's proprietary pricing
models and will fluctuate over the term of the notes as a result of changes in the market and other factors described in the next risk factor. Any such
secondary market price for the notes will also be reduced by a bid-offer spread, which may vary

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Risk Fa c t ors (Cont inue d)

depending on the aggregate principal amount of the notes to be purchased in the secondary market transaction, and the expected cost of unwinding
any related hedging transactions. Unless the factors described in the next risk factor change significantly in your favor, any such secondary market
price for the notes is likely to be less than the original offering price.
If WFS or any of its affiliates makes a secondary market in the notes at any time up to the issue date or during the 6-month period following the
issue date, the secondary market price offered by WFS or any of its affiliates will be increased by an amount reflecting a portion of the costs
associated with selling, structuring, hedging and issuing the notes that are included in the original offering price. Because this portion of the costs is
not fully deducted upon issuance, any secondary market price offered by WFS or any of its affiliates during this period will be higher than it would
be if it were based solely on WFS's proprietary pricing models less the bid-offer spread and hedging unwind costs described above. The amount of
this increase in the secondary market price will decline steadily to zero over this 6-month 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 statement. 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 statement
may be different than if you held your notes at WFS or any of its affiliates, as discussed above under "Investment Description."
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, which
we refer to as the "derivative component factors," 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.

· The 10-Year CMS Rate. The value of the notes prior to maturity will be influenced by the level of forward rates for the 10-Year CMS

Rate at that time.

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

· Time Remaining To Maturity. The value of the notes at any given time prior to maturity 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 most likely reflect a discount due to

expectations and uncertainty concerning the level of the 10-Year CMS Rate during the period of time still remaining to the maturity date.
In general, as the time remaining to maturity decreases, the value of the notes will approach the amount payable at maturity.

· Volatility of the 10-Year CMS Rate. 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 may be affected if the volatility of the 10-Year CMS Rate changes.
In addition to the derivative component factors, the value of the notes will be affected by actual or anticipated changes in our creditworthiness, as
reflected in our secondary market rates. You should understand that the impact of one of the factors specified above, such as a change in interest
rates, may offset some 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 may not result in a comparable change in
the value of 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.

PRS-9
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Definitive Pricing Supplement No. 444
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Risk Fa c t ors (Cont inue d)

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.
Our Economic Interests And Those Of Any Dealer Participating In The Offering Are Potentially Adverse To Your Interests.
You should be aware of the following ways in which our economic 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 may take actions that may 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 may realize a profit from these activities even if investors do not receive a favorable investment return on the
notes.

-- The calculation agent is our affiliate and may be required to make discretionary judgments that affect the return you receive on the
notes. WFS, which is our affiliate, will be the calculation agent for the notes. As calculation agent, WFS will determine the 10-year CMS

Rate in the event that the 10-Year CMS Rate is not determined by reference to the Reuters Screen ISDAFIX1 Page or reference bank
quotations. In performing its functions, the fact that WFS is our affiliate may cause it to have economic interests that are adverse to your
interests as an investor in the notes, and WFS's determinations as calculation agent may adversely affect your return on the notes.

-- The estimated value of the notes was calculated by our affiliate and is therefore not an independent third-party valuation. WFS
calculated the estimated value of the notes set forth on the cover page of this pricing supplement, which involved discretionary judgments

by WFS, as described under "Risk Factors--The Estimated Value Of The Notes Is Determined By Our Affiliate's Pricing Models, Which
May Differ From Those Of Other Dealers" above. Accordingly, the estimated value of the notes set forth on the cover page of this pricing
supplement is not an independent third-party valuation.

-- A participating dealer 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. Unless otherwise specified above under
"Terms of the Notes--Agent," a participating dealer or any of its affiliates may conduct hedging activities for us in connection with the

notes. Any participating dealer or affiliate of a participating dealer that conducts hedging activities for us in connection with the notes will
expect to realize a projected profit from such hedging activities. If the section "Terms of the Notes--Agent" above specifies that
participating dealers will receive a concession for the sale of the notes to you, this projected hedging profit will be in addition to the
concession, creating a further incentive for the participating dealer to sell the notes to you.

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H ist oric a l 1 0 -Y e a r CM S Ra t e I nform a t ion
The following graph sets forth the 10-Year CMS Rate for each day in the period from January 1, 2004 to July 25, 2014. On July 25, 2014, the 10-
Year CMS Rate was 2.608%. The historical 10-Year CMS Rates set forth below should not be taken as an indication of the 10-Year CMS Rate in
the future.

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Definitive Pricing Supplement No. 444

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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 or if you
are a holder 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 person subject to the alternative minimum tax;

-- 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 your particular U.S. federal tax consequences of holding and disposing of the notes.
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Definitive Pricing Supplement No. 444
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 of this pricing supplement may affect the tax consequences described
herein. Any consequences resulting from the Medicare tax on investment income are not discussed. You should consult your tax adviser with
regard to the application of the 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 foreign taxing jurisdiction.
Tax Treatment of the Notes
In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes should be treated as "variable rate debt instruments" for U.S. federal income
tax purposes, and the discussion herein is based on this treatment.
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.
The term "U.S. holder" also includes certain former citizens and residents of the United States.

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

Interest. Pursuant to rules governing the tax treatment of variable rate debt instruments, interest will be taxable to you as ordinary interest income
at the time it is accrued or received, in accordance with your method of tax accounting.
Sale, Exchange or Retirement of the Notes. Upon a sale, exchange or retirement of the notes, you generally will recognize gain or loss equal to the
difference between the amount realized on the sale, exchange or retirement (other than amounts attributable to accrued interest, which will be
taxed as described in the preceding section) and your tax basis in the notes that are sold, exchanged or retired. Your tax basis in the notes will equal
the amount you paid to acquire them. This 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. The deductibility of capital losses is subject to certain limitations.
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 retirement 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.
The term "non-U.S. holder" does not include any of the following holders:
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Document Outline

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