Obligation Wells Fargo & Company 0.579% ( US94986RZJ30 ) en USD

Wells Fargo & Company

94.5 % ⇌

Etas-Unis

US94986RZJ30 ( en USD )

0.579% par an ( paiement semestriel )

09/10/2025 - Obligation échue

Prospectus brochure de l'obligation Wells Fargo US94986RZJ30 en USD 0.579%, échue

1 000 USD

12 500 000 USD

94986RZJ3

BBB+ ( Qualité moyenne inférieure )

A1 ( Qualité moyenne supérieure )

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 US94986RZJ30, paye un coupon de 0.579% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/10/2025

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US94986RZJ30, 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 US94986RZJ30, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Definitive Pricing Supplement No. 560
424B2 1 d54464d424b2.htm DEFINITIVE PRICING SUPPLEMENT NO. 560
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 Linked to the 10-Year Constant Maturity Swap Rate due
October 9, 2025

$12,500,000

$1,258.75
(1) The total filing fee of $1,258.75 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. 560 dated October 6, 2015
(To Prospectus Supplement dated March 18, 2015
and Prospectus dated March 18, 2015)

Wells Fargo & Company
MediumTerm Notes, Series K
$12,500,000
Fixed to Floating Rate Notes
Notes Linked to the 10-Year Constant Maturity Swap Rate due October 9, 2025

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

Original Offering Price: 100% of the principal amount.

Pricing Date:
October 6, 2015.

Issue Date:
October 9, 2015. (T+3)

Stated Maturity Date:
October 9, 2025. The notes are not subject to redemption by Wells Fargo or repayment at the option of any holder of the notes prior
to the stated maturity date.

Payment at Maturity:
100% of the principal amount, plus any accrued and unpaid interest.

Interest Payment Dates:
Each January 9, April 9, July 9 and October 9, commencing January 9, 2016 and 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 immediately preceding that interest payment date. This period
is referred to as an "interest period." The first interest period will commence on and include the issue date and end on and include
the day preceding the first interest payment date. Interest payable with respect to an interest period will be computed on the basis
of a 360-day year of twelve 30-day months. If a scheduled interest payment date is not a business day, interest will be paid on the
next business day, and interest on that payment will not accrue during the period from and after the scheduled interest payment
date.

Interest Rate:
The interest rate that will apply during the first twelve quarterly interest periods (up to and including the interest period ending
October 8, 2018) will be equal to 3.50% per annum. For all quarterly interest periods commencing on or after October 9, 2018, the
interest rate that will apply during an interest period will be equal to (i) the 10-Year Constant Maturity Swap Rate on the interest
determination date for such interest period multiplied by (ii) the multiplier. As used herein, "10-Year Constant Maturity Swap
Rate" or "10-Year CMS Rate" is the CMS rate, as defined in the accompanying prospectus supplement and using a "designated
maturity" of 10 years. See "Description of Notes--Floating Rate Notes--Base Rates--CMS Rate Notes" in the accompanying
prospectus supplement for further information about the manner in which the 10-Year Constant Maturity Swap Rate will be
determined.

Multiplier:
0.90

Interest Determination
The "interest determination date" for an interest period commencing on or after October 9, 2018 will be two U.S. government
Date:
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 automated quotation system.

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

CUSIP Number:
94986RZJ3
On the date of this pricing supplement, the estimated value of the notes is $971.03 per note. The estimated value of the notes was determined for us
by Wells Fargo Securities, LLC using its proprietary pricing models. It is not an indication of actual profit to us or to Wells Fargo Securities, LLC or
any of our other affiliates, nor is it an indication of the price, if any, at which Wells Fargo Securities, LLC or any other person may be willing to buy
http://www.sec.gov/Archives/edgar/data/72971/000119312515340015/d54464d424b2.htm[10/8/2015 12:14:56 PM]

Definitive Pricing Supplement No. 560
the notes from you at any time after issuance. See "Investment Description" in this pricing supplement.
Investing in the notes involves risks not associated with an investment in conventional debt securities. See "Risk
Factors" on page PS-4.
The notes are unsecured obligations of Wells Fargo & Company and all payments on the notes are subject to the credit risk of Wells Fargo &
Company. The notes are not deposits or other obligations of a depository institution and are not insured by the Federal Deposit Insurance
Corporation, the Deposit Insurance Fund or any other governmental agency of the United States or any other jurisdiction.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if
this pricing supplement or the accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Original Offering Price

Agent Discount(1)

Proceeds to Wells Fargo
Per Note
100.00%

1.50%

98.50%
Total
$12,500,000.00

$187,500.00

$12,312,500.00
(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.
Wells Fargo Securities
INVESTMENT DESCRIPTION
The Notes Linked to the 10-Year Constant Maturity Swap Rate due October 9, 2025 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 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. Historical data regarding the 10-Year CMS Rate is available on the website of
the Federal Reserve at http://www.federalreserve.gov/releases/h15/data.htm with reference to interest rate swaps with a 10-year maturity. No
information on the Federal Reserve website is incorporated into this pricing supplement.
You should read this pricing supplement together with the prospectus supplement dated March 18, 2015 and the prospectus dated
March 18, 2015 for additional information about the notes. Information included in this pricing supplement supersedes information in the
prospectus supplement and prospectus to the extent it is different from that information. Certain defined terms used but not defined herein have the
meanings set forth in the prospectus supplement.
You may access the prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has
changed, by reviewing our filings for the relevant date on the SEC website):

·
Prospectus Supplement dated March 18, 2015 and Prospectus dated March 18, 2015 filed with the SEC on March 18, 2015:
http://www.sec.gov/Archives/edgar/data/72971/000119312515096449/d890684d424b2.htm
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 (if any), (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
http://www.sec.gov/Archives/edgar/data/72971/000119312515340015/d54464d424b2.htm[10/8/2015 12:14:56 PM]

Definitive Pricing Supplement No. 560
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
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

PS-2
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."
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
http://www.sec.gov/Archives/edgar/data/72971/000119312515340015/d54464d424b2.htm[10/8/2015 12:14:56 PM]

Definitive Pricing Supplement No. 560
secondary market will develop.

PS-3
RISK FACTORS
Your investment in the notes involves 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 Floating Rate of
Interest You Receive After The First Three Years Will Be Less Than The 10-Year CMS Rate Due To The Multiplier.
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 equal to 3.50% per annum for the first three years and thereafter 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 after the first three years 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 0.90. 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, 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 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 (if any), (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.
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 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.

PS-4
http://www.sec.gov/Archives/edgar/data/72971/000119312515340015/d54464d424b2.htm[10/8/2015 12:14:56 PM]

Definitive Pricing Supplement No. 560
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, among others, are expected to affect the value of the notes. When we refer to the "value" of the notes, we mean the value that you could
receive for the notes if you choose to sell them before their 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.

·
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 the level of the
10-Year CMS Rate, 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.

PS-5
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
http://www.sec.gov/Archives/edgar/data/72971/000119312515340015/d54464d424b2.htm[10/8/2015 12:14:56 PM]

Definitive Pricing Supplement No. 560
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. 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 participation 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.

PS-6
UNITED STATES FEDERAL TAX CONSIDERATIONS
The following is a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and disposition of the notes.
It applies to you only if you purchase a note for cash in the initial offering at the "issue price," which is the first price at which a substantial amount
of the notes is sold to the public, and hold the note as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as
amended (the "Code"). It does not address all of the tax consequences that may be relevant to you in light of your particular circumstances or if you
are an investor subject to special rules, such as:
· a financial institution;
· a "regulated investment company";
· a "real estate investment trust";
· a tax-exempt entity, including an "individual retirement account" or "Roth IRA";
· a dealer or trader subject to a mark-to-market method of tax accounting with respect to the notes;

·
a person holding a note as part of a "straddle" or conversion transaction or who has entered into a "constructive sale" with respect to a
note;
· a U.S. holder (as defined below) whose functional currency is not the U.S. dollar; or
· an entity classified as a partnership for U.S. federal income tax purposes.
If an entity that is classified as a partnership for U.S. federal income tax purposes holds the notes, the U.S. federal income tax treatment of a
partner will generally depend on the status of the partner and the activities of the partnership. If you are a partnership holding the notes or a partner
in such a partnership, you should consult your tax adviser as to the particular U.S. federal tax consequences of holding and disposing of the notes to
you.
This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations,
all as of the date hereof, changes to any of which subsequent to the date of this pricing supplement may affect the tax consequences described
herein, possibly with retroactive effect. This discussion does not address the effects of any applicable state, local or non-U.S. tax laws, any
alternative minimum tax consequences or the potential application of the Medicare tax on net investment income. You should consult your tax
adviser concerning the application of 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 non-U.S. 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" that provide for a single
fixed rate followed by a qualified floating rate ("QFR") 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:
http://www.sec.gov/Archives/edgar/data/72971/000119312515340015/d54464d424b2.htm[10/8/2015 12:14:56 PM]

Definitive Pricing Supplement No. 560
· a citizen or individual resident of the United States;
· a corporation created or organized in or under the laws of the United States, any state therein or the District of Columbia; or
· an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
Qualified Stated Interest and Original Issue Discount. If a debt instrument's stated redemption price at maturity exceeds its issue price by an
amount that does not satisfy a de minimis test, the excess will be treated as original issue discount ("OID") for U.S. federal income tax purposes.
Under applicable Treasury Regulations, the "stated redemption price at maturity" of a debt instrument generally will equal the sum of all payments
required under the debt instrument other than payments of

PS-7
qualified stated interest ("QSI"). QSI generally includes stated interest unconditionally payable (other than in debt instruments of the issuer) at
least annually at a single rate.
In order to determine the amount of QSI and OID (if any) in respect of the notes, an equivalent fixed rate debt instrument must be constructed. The
equivalent fixed rate debt instrument is constructed in the following manner: (i) first, the initial fixed rate is converted to a QFR that would
preserve the fair market value of the notes, and (ii) second, each QFR (including the QFR determined 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 instrument to determine the amount 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 time under the equivalent fixed rate debt instrument, and
any interest in excess of that rate will generally be treated as part of the stated redemption price at maturity and, therefore, as giving rise to OID.
QSI on the notes generally will be taxable to you as ordinary interest income at the time it accrues or is received in accordance with your method
of tax accounting. You will be required to include the OID, if any, in income for federal income tax purposes as it accrues, in accordance with a
constant-yield method based on a compounding 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 income at the time it accrues or is received in accordance with your method of tax accounting.
If the amount of interest you receive on the notes in a calendar year is greater than the interest assumed to be paid or accrued under the equivalent
fixed rate debt instrument, the excess is treated as additional QSI taxable to you as ordinary income. Otherwise, any difference will reduce the
amount of QSI you are treated as receiving and will therefore reduce the amount of ordinary income you are required to take into income.
Information regarding the determination of QSI and the amount of OID, if any, on the notes may be obtained by submitting a written request to us
at: Wells Fargo Securities, LLC, Investment Solutions Group, 375 Park Avenue, New York, NY 10152.
Sale, Exchange or Retirement of the Notes. Upon a sale, exchange or retirement of the notes, you generally will recognize capital gain or loss
equal to the difference between the amount realized on the sale, exchange or retirement (other than amounts attributable to accrued QSI, which
will be treated as a payment of QSI) and your tax basis in the notes. Your tax basis in the notes generally will equal the amount you paid to acquire
them, increased by the amount of OID (if any) previously included in income with respect to the notes and reduced by any payments other than
QSI received. Such 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.
Tax Consequences to Non-U.S. Holders
This section applies only to non-U.S. holders. You are a "non-U.S. holder" if you are a beneficial owner of a note that is, for U.S. federal income
tax purposes:
· an individual who is classified as a nonresident alien;
· a foreign corporation; or
· a foreign estate or trust.
You are not a non-U.S. holder for purposes of this discussion if you are (i) an individual who is present in the United States for 183 days or more
in the taxable year of disposition, (ii) a former citizen or resident of the United States or (iii) a person for whom income or gain in respect of the
notes is effectively connected with the conduct of a trade or business in the United States. If you are or may become such a person during the
period in which you hold a note, you should consult your tax adviser regarding the U.S. federal tax consequences of an investment in the notes.
Subject to the discussion below concerning FATCA, you generally will not be subject to U.S. federal income or withholding tax in respect of the
notes, provided that:
http://www.sec.gov/Archives/edgar/data/72971/000119312515340015/d54464d424b2.htm[10/8/2015 12:14:56 PM]

Definitive Pricing Supplement No. 560

·
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;

PS-8

·
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.
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 as described above (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.
Backup Withholding and Information Reporting
Information returns generally will be filed with the Internal Revenue Service (the "IRS") with respect to payments of interest (including OID, if
any) on the notes and may be filed with the IRS in connection with the payment of proceeds from a sale, exchange or other disposition of the
notes. If you fail to provide certain identifying information (such as an accurate taxpayer identification number if you are a U.S. holder) or meet
certain other conditions, you may also be subject to backup withholding at the rate specified in the Code. If you are a non-U.S. holder that provides
an appropriate IRS Form W-8, you will generally establish an exemption from backup withholding. Amounts withheld under the backup
withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the relevant
information is timely furnished to the IRS.
FATCA Legislation
Legislation commonly referred to as "FATCA" generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including
financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements
have been satisfied. An intergovernmental agreement between the United States and the non-U.S. entity's jurisdiction may modify these
requirements. Withholding under these rules (if applicable) applies to payments of amounts treated as interest (including OID, if any) on the notes
and to payments of gross proceeds of the disposition (including upon retirement) of the notes. Pursuant to published guidance issued by the IRS,
withholding on the payment of gross proceeds (other than any amount treated as interest) of a disposition will be required only for dispositions
after December 31, 2018. 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.

PS-9
SUPPLEMENTAL PLAN OF DISTRIBUTION
Wells Fargo Securities, LLC has agreed, subject to the terms and conditions of the distribution agreement and a terms agreement, to
purchase from us as principal $12,500,000 aggregate principal amount of notes. The agent may resell the notes to other securities dealers at the
original offering price of the notes less a concession not in excess of 1.50% per note. The agent or another affiliate of ours expects to realize
hedging profits projected by its proprietary pricing models to the extent it assumes the risks inherent in hedging our obligations under the notes. If
any dealer participating in the distribution of the notes or any of its affiliates conducts hedging activities for us in connection with the notes, that
dealer or its affiliate will expect to realize a profit projected by its proprietary pricing models from such hedging activities. Any such projected
profit will be in addition to any discount or concession received in connection with the sale of the notes to you.

http://www.sec.gov/Archives/edgar/data/72971/000119312515340015/d54464d424b2.htm[10/8/2015 12:14:56 PM]

Definitive Pricing Supplement No. 560
PS-10
http://www.sec.gov/Archives/edgar/data/72971/000119312515340015/d54464d424b2.htm[10/8/2015 12:14:56 PM]

Document Outline

- #1">