The information in this pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell
these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion dated April 18, 2011.
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Preliminary Pricing Supplement No. F14
To the Product Supplement No. F-I dated March 10, 2011,
Prospectus Supplement dated March 25, 2009 and
Prospectus dated March 25, 2009
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-158199-10
April 18, 2011
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$
1 year 8.40% - 10.40% per annum Reverse Convertible Securities due April 30, 2012
Linked to the Common Stock of Caterpillar Inc.
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•
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The securities are designed for investors who are mildly bearish, neutral or mildly bullish on the Reference Shares. Investors should be willing to forgo the potential to participate in any appreciation of the Reference Shares, be willing to accept the risks of owning equities in general and the common stock of Caterpillar Inc. in particular, and be willing to lose some or all of their investment. Any payment on the securities is subject to our ability to pay our obligations as they become due.
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•
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Interest will be paid quarterly in arrears at a rate expected to be between 8.40% and 10.40% per annum (to be determined on the Trade Date). Interest will be calculated on a 30/360 basis.
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•
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Senior unsecured obligations of Credit Suisse AG, acting through its Nassau Branch, maturing April 30, 2012.†
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•
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Minimum purchase of $1,000. Minimum denominations of $1,000 and integral multiples in excess thereof.
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The securities are expected to price on or about April 20, 2011 (the “Trade Date”) and are expected to settle on or about April 28, 2011. Delivery of the securities in book-entry form only will be made through The Depository Trust Company.
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Issuer:
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Credit Suisse AG (“Credit Suisse”), acting through its Nassau Branch
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Reference Shares:
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The common stock of Caterpillar Inc. (the “Reference Share Issuer”) (Bloomberg ticker symbol “CAT UN”). For additional information, please see “The Reference Shares” herein.
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Interest Rate:
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Expected to be between 8.40% and 10.40% per annum (to be determined on the Trade Date). Interest will be calculated on a 30/360 basis.
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Interest Payment Dates:
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Interest will be paid quarterly in arrears on July 29, 2011, October 31, 2011, January 31, 2012 and the Maturity Date, subject to the modified following business day convention.
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Redemption Amount:
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At maturity, you will be entitled to receive a Redemption Amount in cash dependent upon the performance of the Reference Shares and whether a Knock-In Event occurs and calculated as follows:
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•
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If a Knock-In Event has not occurred, you will be entitled to receive a cash payment equal to 100% of the principal amount of your securities.
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•
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If a Knock-In Event has occurred and the Final Share Price is greater than or equal to the Initial Share Price, you will be entitled to receive a cash payment equal to 100% of the principal amount of your securities.
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•
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If a Knock-In Event has occurred and the Final Share Price is less than the Initial Share Price, you will be entitled to receive the Physical Delivery Amount.
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If a Knock-In Event has occurred and the Final Share Price is less than the Initial Share Price, you will receive Reference Shares with a value less than the principal amount of your securities. You could lose your entire principal amount.
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Physical Delivery Amount:
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A number of Reference Shares per $1,000 principal amount of securities, rounded down to the nearest whole number and equal to the product of (i) $1,000 divided by the Initial Share Price and (ii) the share adjustment factor, plus a cash amount equal to the proportion of the Final Share Price corresponding to any fractional share. If the fractional share amount to be paid in cash is a de minimis amount, as determined by the calculation agent, the holder will not receive such amount.
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Knock-In Event:
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A Knock-In Event will occur if on any trading day during the Observation Period, the closing price of the Reference Shares is less than or equal to the Knock-In Price.
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Knock-In Price:
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Approximately 80% of the Initial Share Price.
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Initial Share Price:*
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The closing price of the Reference Shares on the Trade Date.
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Observation Period:
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The period from but excluding the Trade Date to and including the Valuation Date.
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Final Share Price:
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The closing price of the Reference Shares on the Valuation Date.
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Valuation Date:†
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April 20, 2012
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Maturity Date:†
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April 30, 2012
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Listing:
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The securities will not be listed on any securities exchange.
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CUSIP:
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22546E5A8
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Price to Public
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Underwriting Discounts and Commissions(1)
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Proceeds to Issuer
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Per security
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$1,000.00
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$
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$
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Total
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$
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$
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$
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•
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Product supplement No. F-I dated March 10, 2011:
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•
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Prospectus supplement dated March 25, 2009:
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•
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Prospectus dated March 25, 2009:
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A Knock-In Event
Does Not Occur
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A Knock-In Event
Does Occur
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Final Share
Price ($)
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Percentage Change in the price of the Reference Shares
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Return on the
Securities
(excluding interest payable on the securities)
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Redemption
Amount
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Return on the
Securities (excluding interest payable on the securities)
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Redemption
Amount
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|||||
220.00
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100.00%
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0.00%
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$1,000.00
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0.00%
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$1,000.00
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|||||
209.00
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90.00%
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0.00%
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$1,000.00
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0.00%
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$1,000.00
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198.00
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80.00%
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0.00%
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$1,000.00
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0.00%
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$1,000.00
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187.00
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70.00%
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0.00%
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$1,000.00
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0.00%
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$1,000.00
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176.00
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60.00%
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0.00%
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$1,000.00
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0.00%
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$1,000.00
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|||||
165.00
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50.00%
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0.00%
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$1,000.00
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0.00%
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$1,000.00
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154.00
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40.00%
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0.00%
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$1,000.00
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0.00%
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$1,000.00
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143.00
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30.00%
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0.00%
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$1,000.00
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0.00%
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$1,000.00
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132.00
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20.00%
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0.00%
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$1,000.00
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0.00%
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$1,000.00
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121.00
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10.00%
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0.00%
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$1,000.00
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0.00%
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$1,000.00
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110.00
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0.00%
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0.00%
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$1,000.00
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0.00%
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$1,000.00
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104.50
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−5.00%
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0.00%
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$1,000.00
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−5.00%
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9 shares + $9.50
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99.00
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−10.00%
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0.00%
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$1,000.00
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−10.00%
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9 shares + $9.00
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88.00
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−20.00%
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N/A
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N/A
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−20.00%
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9 shares + $8.00
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77.00
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−30.00%
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N/A
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N/A
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−30.00%
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9 shares + $7.00
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66.00
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−40.00%
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N/A
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N/A
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−40.00%
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9 shares + $6.00
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55.00
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−50.00%
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N/A
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N/A
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−50.00%
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9 shares + $5.00
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44.00
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−60.00%
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N/A
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N/A
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−60.00%
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9 shares + $4.00
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33.00
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−70.00%
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N/A
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N/A
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−70.00%
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9 shares + $3.00
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22.00
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−80.00%
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N/A
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N/A
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−80.00%
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9 shares + $2.00
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11.00
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−90.00%
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N/A
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N/A
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−90.00%
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9 shares + $1.00
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Physical Delivery Amount
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=
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$1,000/Initial Share Price
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+
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plus a cash amount equal to the
proportion of the Final Share
Price corresponding to any
fractional share
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=
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$1,000/$110 + cash amount
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=
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9 Reference Shares (9.090909 rounded down) +
(0.090909 × $88)
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=
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9 Reference Shares + $8
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Value of Redemption Amount
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=
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(9 Reference Shares × Final Share Price) + $8
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=
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(9 Reference Shares × $88) + $8
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=
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$792 + $8
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=
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$800
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•
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YOU MAY RECEIVE LESS THAN THE PRINCIPAL AMOUNT AT MATURITY – You may receive less at maturity than you originally invested in the securities, or you may receive nothing, excluding any accrued and unpaid interest. If the closing price of the Reference Shares is less or equal to the Knock-In Price on any trading day during the Observation Period and the Final Share Price is less than the Initial Share Price, you will be fully exposed to any depreciation in the Reference Shares. In this case, the Redemption Amount you will be entitled to receive will be less than the principal amount of the securities, and you could lose your entire investment. It is not possible to predict whether a Knock-In Event will occur, and in the event that there is a Knock-In Event, whether and by how much the Final Share Price will decrease in comparison to the Initial Share Price. Any payment on the securities is subject to our ability to pay our obligations as they become due.
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THE SECURITIES ARE SUBJECT TO THE CREDIT RISK OF CREDIT SUISSE – Although the return on the securities will be based on the performance of the Reference Shares, the payment of any amount due on the securities, including any applicable interest payment or payment at maturity, is subject to the credit risk of Credit Suisse. Investors are dependent on our ability to pay all amounts due on the securities, and therefore, investors are subject to our credit risk. In addition, any decline in our credit ratings, any adverse changes in the market’s view of our creditworthiness or any increase in our credit spreads is likely to adversely affect the value of the securities prior to maturity.
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THE REDEMPTION AMOUNT WILL BE AFFECTED BY THE KNOCK-IN PRICE AND THE OCCURRENCE OF A KNOCK-IN EVENT – If the closing price of the Reference Shares is less than or equal to the Knock-In Price on any trading day during the Observation Period, a Knock-In Event will occur. If a Knock-In Event occurs and the Final Share Price is less than the Initial Share Price, the Redemption Amount will consist of a number of Reference Shares plus an amount in cash corresponding to any fractional share, as described above. Under these circumstances, the Redemption Amount will be significantly less than the principal amount of the securities and may be zero.
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THE SECURITIES WILL NOT PAY MORE THAN THE PRINCIPAL AMOUNT, PLUS ACCRUED AND UNPAID INTEREST – The securities will not pay more than the principal amount, plus accrued and unpaid interest, at maturity. If the Final Share Price is greater than the Initial Share Price, regardless of whether a Knock-In Event occurs, you will not benefit from any appreciation, which may be significant, in the price of the Reference Shares. If the Final Share Price is greater than or equal to the Initial Share Price, you will be entitled to receive a cash payment of $1,000 per $1,000 principal amount of securities that you hold at maturity, plus accrued and unpaid interest.
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•
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IF THE REDEMPTION AMOUNT CONSISTS OF THE PHYSICAL DELIVERY AMOUNT, THE VALUE OF SUCH REDEMPTION AMOUNT COULD BE LESS ON THE MATURITY DATE THAN ON THE VALUATION DATE – If a Knock-In Event occurs and the Final Share Price is less than the Initial Share Price, you will be entitled to receive on the Maturity Date the Physical Delivery Amount which will consist of a whole number of Reference Shares plus an amount in cash corresponding to
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•
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CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE SECURITIES PRIOR TO MATURITY – While the payment at maturity described in this pricing supplement is based on the full principal amount of your securities, the original issue price of the securities includes the agent’s commission and the cost of hedging our obligations under the securities through one or more of our affiliates. As a result, the price, if any, at which Credit Suisse (or its affiliates), will be willing to purchase securities from you in secondary market transactions, if at all, will likely be lower than the original issue price, and any sale prior to the Maturity Date could result in a substantial loss to you. The securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your securities to maturity.
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•
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NO OWNERSHIP RIGHTS IN THE REFERENCE SHARES – You return on the securities will not reflect the return you would realize if you actually owned the Reference Shares. The return on your investment, which is based on the percentage change in the Reference Shares, is not the same as the total return based on a purchase of the Reference Shares.
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•
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NO DIVIDEND PAYMENTS OR VOTING RIGHTS – As a holder of the securities, you will not have any ownership interest or rights in the Reference Shares, such as voting rights or dividend payments. In addition, the issuer of the Reference Shares will not have any obligation to consider your interests as a holder of the securities in taking any corporate action that might affect the value of the Reference Shares and therefore, the value of the securities.
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LACK OF LIQUIDITY – The securities will not be listed on any securities exchange. Credit Suisse (or its affiliates) intends to offer to purchase the securities in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities when you wish to do so. Because other dealers are not likely to make a secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which Credit Suisse (or its affiliates) is willing to buy the securities. If you have to sell your securities prior to maturity, you may not be able to do so or you may have to sell them at a substantial loss.
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POTENTIAL CONFLICTS – We and our affiliates play a variety of roles in connection with the issuance of the securities, including acting as calculation agent and hedging our obligations under the securities. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the securities. We and/or our affiliates may also currently or from time to time engage in business with the Reference Share Issuer, including extending loans to, or making equity investments in, the Reference Share Issuer or providing advisory services to the Reference Share Issuer. In addition, one or more of our affiliates may publish research reports or otherwise express opinions with respect to the Reference Share Issuer and these reports may or may not recommend that investors buy or hold the Reference Shares. As a prospective purchaser of the securities, you should undertake an independent investigation of the Reference Share Issuer that in your judgment is appropriate to make an informed decision with respect to an investment in the securities.
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ANTI-DILUTION PROTECTION IS LIMITED – The calculation agent will make anti-dilution adjustments for certain events affecting the Reference Shares. However, an adjustment will not be required in response to all events that could affect the Reference Shares. If an event occurs that does not require the calculation agent to make an adjustment, the value of the securities may be materially and adversely affected. See “Description of the Securities—Adjustments” in the accompanying product supplement.
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MANY ECONOMIC AND MARKET FACTORS WILL AFFECT THE VALUE OF THE SECURITIES – In addition to the price of the Reference Shares on any trading day during the
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Observation Period, the value of the securities will be affected by a number of economic and market factors that may either offset or magnify each other, including:
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o
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the expected volatility of the Reference Shares;
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o
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the time to maturity of the securities;
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o
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the dividend rate on the Reference Shares;
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o
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interest and yield rates in the market generally;
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o
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events affecting companies engaged in the mining industry including those relating to international political and economic developments, energy conservation, the success of exploration projects, commodity prices, and tax and other government regulations;
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o
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geopolitical conditions and a variety of economic, financial, political, regulatory or judicial events that affect the Reference Share Issuer or markets generally and which may affect the price of the Reference Shares; and
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o
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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Some or all of these factors may influence the price that you will receive if you choose to sell your securities prior to maturity. The impact of any of the factors set forth above may enhance or offset some or all of any change resulting from another factor or factors.
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