CALCULATION OF REGISTRATION FEE
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Title
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Maximum Aggregate
Offering Price
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Amount of Registration
Fee
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Notes
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$3,487,900.00
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$475.75
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February 2013
Pricing Supplement No. PLUS-1
Registration Statement No. 333-180300-03
Dated February 27, 2013
Filed pursuant to Rule 424(b)(2)
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STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
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SUMMARY TERMS
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Issuer:
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Credit Suisse AG (“Credit Suisse”), acting through its Nassau Branch
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Maturity date:
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March 28, 2014
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Underlying index:
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S&P 500® Index
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Aggregate principal amount:
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$3,487,900
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Payment at maturity:
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If final index value is greater than initial index value,
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$10 + leveraged upside payment
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In no event will the payment at maturity exceed the maximum payment at maturity.
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If final index value is less than or equal to initial index value,
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$10 × index performance factor
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This amount will be less than or equal to the stated principal amount of $10.
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Leveraged upside payment:
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$10 × leverage factor × index percent increase
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Index percent increase:
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(final index value – initial index value) / initial index value
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Initial index value:
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1515.99, which is the index closing value on the pricing date
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Final index value:
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The index closing value on the valuation date
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Valuation date:
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March 25, 2014, subject to adjustment for non-underlying business days and certain market disruption events
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Leverage factor:
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300%
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Index performance factor:
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final index value / initial index value
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Maximum payment at maturity:
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$11.10 per PLUS (111.0% of the stated principal amount).
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Stated principal amount:
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$10 per PLUS
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Issue price:
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$10 per PLUS (see “Commissions and issue price” below)
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Pricing date:
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February 27, 2013
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Original issue date:
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March 4, 2013 (3 business days after the pricing date)
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CUSIP:
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22539T811
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ISIN:
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US22539T8119
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Listing:
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The PLUS will not be listed on any securities exchange.
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Agent:
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Citigroup Global Markets Inc. See “Supplemental information regarding plan of distribution”
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Commissions and issue price:
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Price to public(1)(2)
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Fees(1)((3)
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Proceeds to issuer
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Per PLUS
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$10
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$0.20
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$9.80
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Total
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$3,487,900.00
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$69,758.00
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$3,418,142.00
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(1)
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The actual price to public and placement agent’s fees for a particular investor may be reduced for volume purchase discounts depending on the aggregate amount of PLUS purchased by that investor. The lowest price payable by an investor is $9.9250 per PLUS. Please see “Syndicate Information” on page 18 for further details.
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(2)
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Certain fiduciary accounts will pay a purchase price of at least $9.80 per PLUS, and the placements agents with respect to sales made to such accounts will forgo any fees.
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(3)
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Citigroup Global Markets Inc, which we refer to as CGMI, will act as placement agent for the PLUS. The placement agents will forego fees for sales to fiduciary accounts. The total fees represent the amount that the placement agents receive from sales to accounts other than such fiduciary accounts. The placement agents will receive a fee from Credit Suisse or one of our affiliates that will not exceed $0.20 per $10 principal amount of PLUS and will use all of that fee to allow selling concessions to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”) that will depend on market conditions on the pricing date.
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§
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As an alternative to direct exposure to the underlying index that enhances returns for a certain range of positive performance of the underlying index.
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§
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To enhance returns and potentially outperform the underlying index in a moderately bullish scenario.
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§
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To achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum payment at maturity, while using fewer dollars by taking advantage of the leverage factor.
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Maturity:
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Approximately 13 months
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Leverage factor:
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300%
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Maximum payment at maturity:
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$11.10 per PLUS (111.0% of the stated principal amount)
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Minimum payment at maturity:
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None. Investors may lose their entire initial investment in the PLUS.
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Coupon:
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None
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Leveraged Performance
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The PLUS offer investors an opportunity to capture enhanced returns relative to a direct investment in the underlying index within a certain range of positive performance.
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Upside Scenario
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The underlying index increases in value and, at maturity, the PLUS redeem for the stated principal amount of $10 plus 300% of the index percent increase, subject to the maximum payment at maturity of $11.10 per PLUS (111.0% of the stated principal amount).
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Downside Scenario
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The underlying index declines in value and, at maturity, the PLUS redeem for less than the stated principal amount by an amount that is proportionate to the percentage decrease of the underlying index from the initial index value.
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February 2013
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Page 2
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Stated principal amount:
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$10 per PLUS
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Leverage factor:
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300%
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Maximum payment at maturity:
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$11.10 per PLUS (111% of the stated principal amount)
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PLUS Payoff Diagram
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§
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Upside Scenario. If the final index value is greater than the initial index value, then investors would receive the $10 stated principal amount plus 300% of the appreciation of the underlying index over the term of the PLUS, subject to the maximum payment at maturity. Under the terms of the PLUS, an investor would realize the maximum payment at maturity at a final index value of approximately 103.67% of the initial index value.
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§
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If the underlying index appreciates 3%, the investor would receive a 9% return, or $10.90 per PLUS.
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§
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If the underlying index appreciates 25%, the investor would receive only the maximum payment at maturity of $11.10 per PLUS, or 111% of the stated principal amount.
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§
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Downside Scenario. If the final index value is less than or equal to the initial index value, the investor would receive an amount less than or equal to the $10 stated principal amount, based on a 1% loss of principal for each 1% decline in the underlying index.
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§
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If the underlying index depreciates 30%, the investor would lose 30% of the investor’s principal and receive only $7.00 per PLUS at maturity, or 70% of the stated principal amount.
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February 2013
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Page 3
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§
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PLUS do not pay interest or guarantee return of principal. The terms of the PLUS differ from those of ordinary debt securities in that the PLUS do not pay interest or guarantee payment of the principal amount at maturity. If the final index value is less than the initial index value, the payout at maturity will be an amount in cash that is less than the $10 stated principal amount of each PLUS by an amount proportionate to the decrease in the value of the underlying index, and may be zero. Any payment on the PLUS is subject to our ability to pay our obligations as they become due.
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§
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The appreciation potential of the PLUS is limited by the maximum payment at maturity. The appreciation potential of the PLUS is limited by the maximum payment at maturity of $11.10 per PLUS, or 111.0% of the stated principal amount. Although the leverage factor provides 300% exposure to any increase in the value of the underlying index as of the valuation date above the initial index value, because the payment at maturity will be limited to 111.0% of the stated principal amount for the PLUS, any increase in the final index value over the initial index value by more than approximately 3.67% will not further increase the return on the PLUS.
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§
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The market price influenced by many unpredictable factors. Several factors will influence the value of the PLUS in the secondary market and the price at which CGMI may be willing to purchase or sell the PLUS in the secondary market, including the value, volatility and dividend yield of the underlying index, interest and yield rates, investors’ expectations with respect to the rate of inflation, time remaining to maturity, geopolitical conditions and economic, financial, political and regulatory or judicial events that affect the equity securities included in the underlying index or markets generally and which may affect the level of the underlying index; and any actual or anticipated changes in our credit ratings or credit spreads. Some or all of these factors may influence the price that you will receive if you choose to sell your PLUS 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. The level of the underlying index may be, and has recently been, extremely volatile, and we can give you no assurance that the volatility will lessen. See “S&P 500® Index Overview” below. You may receive less, and possibly significantly less, than the stated principal amount per PLUS if you try to sell your PLUS prior to maturity.
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§
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The PLUS are subject to the credit risk of Credit Suisse. Although the return on the PLUS will be based on the performance of the underlying index, the payment of any amount due on the PLUS is subject to the credit risk of Credit Suisse. Investors are dependent on our ability to pay all amounts due on the PLUS 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 PLUS prior to maturity.
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§
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The amount payable on the PLUS is not linked to the value of the underlying index at any time other than the valuation date. The final index value will be based on the index closing value on the valuation date, subject to adjustment for non-underlying business days and certain market disruption events. Even if the value of the underlying index appreciates prior to the valuation date but then drops on the valuation date to below the initial index value, the payment at maturity will be less, and may be significantly less, than it would have been had the payment at maturity been linked to the value of the underlying index prior to such drop. Although the actual value of the underlying index on the stated maturity date or at other times during the term of the PLUS may be higher than the final index value, the payment at maturity will be based solely on the index closing value on the valuation date.
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§
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Investing in the PLUS is not equivalent to investing in the underlying index. Investing in the PLUS is not equivalent to investing in the underlying index or its component stocks. Investors in the PLUS will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute the underlying index.
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February 2013
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Page 4
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§
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Adjustments to the underlying index could adversely affect the value of the PLUS. The underlying index publisher may add, delete or substitute the stocks constituting the underlying index or make other methodological changes that could change the value of the underlying index. The underlying index publisher may discontinue or suspend calculation or publication of the underlying index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index and will be permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates.
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§
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Certain built-in costs are likely to adversely affect the value of the PLUS prior to maturity. While the payment at maturity described in this document is based on the full principal amount of your PLUS, the original issue price of the securities includes the agent’s commission and the cost of hedging our obligations under the PLUS 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 the PLUS 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 PLUS are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your PLUS to maturity.
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§
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Our hedging and trading activity could potentially adversely affect the value of the PLUS. We have carried out, and will continue to carry out hedging activities related to the PLUS (and possibly to other instruments linked to the underlying index or its component stocks), including trading in the stocks that constitute the underlying index as well as in other instruments related to the underlying index. We may also trade the stocks that constitute the underlying index and other financial instruments related to the underlying index on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could have increased the initial index value and, therefore, could have increased the value at which the underlying index must close on the valuation date so that investors do not suffer a loss on their initial investment in the PLUS. Additionally, such hedging or trading activities during the term of the PLUS, including on the valuation date, could adversely affect the value of the underlying index on the valuation date and, accordingly, the amount of cash an investor will receive at maturity, if any.
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§
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The PLUS will not be listed on any securities exchange and secondary trading may be limited. The PLUS will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the PLUS. CGMI may, but is not obligated to, make a market in the PLUS. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the PLUS easily. Because we do not expect that other broker-dealers will participate significantly in the secondary market for the PLUS, the price at which you may be able to trade your PLUS is likely to depend on the price, if any, at which CGMI is willing to transact. If, at any time, CGMI were not to make a market in the PLUS, it is likely that there would be no secondary market for the PLUS. Accordingly, you should be willing and able to hold your PLUS to maturity.
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§
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Potential conflicts. We and our affiliates play a variety of roles in connection with the issuance of the PLUS, including acting as calculation agent and hedging our obligations under the PLUS. 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 PLUS.
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§
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The U.S. federal income tax consequences of an investment in the PLUS are uncertain. The U.S. federal income tax consequences of the PLUS are uncertain, and may be adverse to a holder of the PLUS. No statutory, judicial, or administrative authority directly addresses the characterization of the PLUS or securities similar to the PLUS for U.S. federal income tax purposes. As a result, significant aspects of the U.S. federal income tax consequences of an investment in the PLUS are not certain. Under the terms of the PLUS, you will have agreed with us to treat the PLUS as prepaid financial contracts, with respect to the underlying, as described under “Material U.S. Federal Income Tax Consequences—Characterization of the PLUS.” If the U.S. Internal Revenue Service (the “IRS”) were successful in asserting an alternative characterization for the PLUS, the timing and character of income, gain or loss with respect to the PLUS may differ. No ruling will be requested from the IRS with respect to the PLUS and no assurance can be given that the IRS will agree with the statements made in the section entitled “Material U.S. Federal Income Tax Consequences.” Additionally, in Notice 2008-2, the IRS and the Treasury Department stated they are considering issuing new regulations or other guidance on whether holders of an instrument such as the PLUS should be required to accrue income during the term of the instrument. Accordingly, it is possible that regulations or other guidance may be issued that require holders of the PLUS to recognize income in respect of the PLUS prior to receipt of any payments
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February 2013
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Page 5
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February 2013
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Page 6
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Bloomberg Ticker Symbol:
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SPX
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Current Index Value:
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1515.99
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52 Weeks Ago:
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1367.59
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52 Week High (on 2/19/2013):
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1530.94
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52 Week Low (on 6/01/2012):
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1278.04
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Underlying Index Historical Performance
Daily Closing Values
January 1, 2008 to February 27, 2013
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February 2013
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Page 7
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S&P 500® Index
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High
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Low
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Period End
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2008
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First Quarter
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1,447.16
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1,273.37
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1,322.70
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Second Quarter
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1,426.63
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1,278.38
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1,280.00
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Third Quarter
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1,305.32
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1,106.39
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1,166.36
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Fourth Quarter
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1,161.06
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752.44
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903.25
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2009
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First Quarter
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934.70
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676.53
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797.87
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Second Quarter
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946.21
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811.08
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919.32
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Third Quarter
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1,071.66
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879.13
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1,057.08
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Fourth Quarter
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1,127.78
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1,025.21
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1,115.10
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2010
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First Quarter
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1,174.17
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1,056.74
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1,169.43
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Second Quarter
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1,217.28
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1,030.71
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1,030.71
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Third Quarter
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1,148.67
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1,022.58
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1,141.20
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Fourth Quarter
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1,259.78
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1,137.03
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1,257.64
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2011
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First Quarter
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1,343.01
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1,256.88
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1,325.83
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Second Quarter
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1,363.61
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1,265.42
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1,320.64
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Third Quarter
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1,353.22
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1,119.46
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1,131.42
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Fourth Quarter
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1,285.09
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1,099.23
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1,257.60
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2012
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|||
First Quarter
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1,416.51
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1,277.06
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1,408.47
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Second Quarter
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1,419.04
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1,278.04
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1,362.16
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Third Quarter
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1,465.77
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1,334.76
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1,440.67
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Fourth Quarter
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1,461.40
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1,353.33
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1,426.19
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2013
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First Quarter (through February 27, 2013)
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1,513.17
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1,530.94
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1,515.99
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February 2013
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Page 8
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Additional Provisions:
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Underlying index publisher:
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S&P Dow Jones Indices LLC
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Denominations:
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$10 per PLUS and integral multiples thereof
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Interest:
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None
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Bull market or bear market PLUS:
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Bull market PLUS
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Postponement of maturity date:
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If the valuation date is postponed as a result of a market disruption event or because such valuation date is not an underlying business day, then the maturity date will be postponed to the fifth business day following the valuation date as postponed.
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Minimum ticketing size:
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$1,000 / 100 PLUS
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Tax considerations:
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The following discussion summarizes material U.S. federal income tax consequences of owning and disposing of the PLUS that may be relevant to holders of the PLUS that acquire their PLUS from us as part of the original issuance of the PLUS. This discussion applies only to holders that hold their PLUS as capital assets within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”). Further, this discussion does not address all of the U.S. federal income tax consequences that may be relevant to you in light of your individual circumstances or if you are subject to special rules, such as if you are:
· a financial institution,
· a mutual fund,
· a tax-exempt organization,
· a grantor trust,
· certain U.S. expatriates,
· an insurance company,
· a dealer or trader in securities or foreign currencies,
· a person (including traders in securities) using a mark-to-market method of accounting,
· a person who holds the PLUS as a hedge or as part of a straddle with another position, constructive sale, conversion transaction or other integrated transaction, or
· an entity that is treated as a partnership for U.S. federal income tax purposes.
The discussion is based upon the Code, law, regulations, rulings and decisions, in each case, as available and in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and foreign laws are not addressed herein. No ruling from the IRS has been or will be sought as to the U.S. federal income tax consequences of the ownership and disposition of the PLUS, and the following discussion is not binding on the IRS.
You should consult your tax advisor as to the specific tax consequences to you of owning and disposing of the PLUS, including the application of federal, state, local and foreign income and other tax laws based on your
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February 2013
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Page 9
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particular facts and circumstances.
IRS CIRCULAR 230 REQUIRES THAT WE INFORM YOU THAT ANY TAX STATEMENT HEREIN REGARDING ANY U.S. FEDERAL TAX IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES. ANY SUCH STATEMENT HEREIN WAS WRITTEN TO SUPPORT THE MARKETING OR PROMOTION OF THE TRANSACTION(S) OR MATTER(S) TO WHICH THE STATEMENT RELATES. A PROSPECTIVE INVESTOR (INCLUDING A TAX-EXEMPT INVESTOR) IN THE PLUS SHOULD CONSULT ITS OWN TAX ADVISOR IN DETERMINING THE TAX CONSEQUENCES OF AN INVESTMENT IN THE PLUS, INCLUDING THE APPLICATION OF STATE, LOCAL OR OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
Characterization of the PLUS
There are no statutory provisions, regulations, published rulings, or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as those of your PLUS. Thus, the characterization of the PLUS is not certain. Our special tax counsel, Orrick, Herrington & Sutcliffe LLP, has advised that the PLUS should be treated, for U.S. federal income tax purposes, as prepaid financial contracts, with respect to the underlying, that are eligible for open transaction treatment. In the absence of an administrative or judicial ruling to the contrary, we and, by acceptance of the PLUS, you agree to treat your PLUS for all tax purposes in accordance with such characterization. In light of the fact that we agree to treat the PLUS as prepaid financial contracts, the balance of this discussion assumes that the PLUS will be so treated.
You should be aware that the characterization of the PLUS as described above is not certain, nor is it binding on the IRS or the courts. Thus, it is possible that the IRS would seek to characterize your PLUS in a manner that results in tax consequences to you that are different from those described below. For example, the IRS might assert that because the PLUS have a term of more than one year, the PLUS might constitute debt instruments that are “contingent payment debt instruments” that are subject to special tax rules under the applicable Treasury regulations governing the recognition of income over the term of your PLUS. If the PLUS were to be treated as contingent payment debt instruments, you would be required to include in income on an economic accrual basis over the term of the PLUS an amount of interest that is based upon the yield at which we would issue a non-contingent fixed-rate debt instrument with other terms and conditions similar to your PLUS, or the comparable yield. The characterization of the PLUS as contingent payment debt instruments under these rules is likely to be adverse. You should consult your tax advisor regarding the possible tax consequences of characterization of the PLUS as contingent payment debt instruments or short-term debt obligations. We are not responsible for any adverse consequences that you may experience as a result of any alternative characterization of the PLUS for U.S. federal income tax or other tax purposes.
You should consult your tax advisor as to the tax consequences of such characterization and any possible alternative characterizations of your PLUS for U.S. federal income tax purposes.
U.S. Holders
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February 2013
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Page 10
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For purposes of this discussion, the term “U.S. Holder,” for U.S. federal income tax purposes, means a beneficial owner of PLUS that is (1) a citizen or resident of the United States, (2) a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust, if (a) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has in effect a valid election to be treated as a domestic trust for U.S. federal income tax purposes. If a partnership (or an entity treated as a partnership for U.S. federal income tax purposes) holds PLUS, the U.S. federal income tax treatment of such partnership and a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership, or a partner of a partnership, holding PLUS, you should consult your tax advisor regarding the tax consequences to you from the partnership’s purchase, ownership and disposition of the PLUS.
In accordance with the agreed-upon tax treatment described above, upon receipt of the redemption amount of the PLUS from us, a U.S. Holder will recognize gain or loss equal to the difference between the amount of cash received from us and the U.S. Holder’s tax basis in the PLUS at that time. Such gain or loss will be long-term capital gain or loss if the U.S. Holder has held the PLUS for more than one year at maturity.
Upon the sale or other taxable disposition of the PLUS, a U.S. Holder generally will recognize gain or loss equal to the difference between the amount realized on the sale or other taxable disposition and the U.S. Holder’s tax basis in the PLUS (generally its cost). Such gain or loss will be long-term capital gain or loss if the U.S. Holder has held the PLUS for more than one year at the time of disposition.
PLUS Held Through Foreign Entities
Under the “Hiring Incentives to Restore Employment Act” (the “Act”) and recently finalized regulations, a 30% withholding tax is imposed on “withholdable payments” and certain “passthru payments” made to foreign financial institutions (and their more than 50% affiliates) unless the payee foreign financial institution agrees, among other things, to disclose the identity of any U.S. individual with an account at the institution (or the institution’s affiliates) and to annually report certain information about such account. Please see “Material U.S. Federal Income Tax Considerations — PLUS held through foreign entities” in the accompanying product supplement.
Non-U.S. Holders Generally
Payments made with respect to the PLUS to a holder of the PLUS that is not a U.S. Holder (a “Non-U.S. Holder”) and that has no connection with the United States other than holding its PLUS will not be subject to U.S. withholding tax, provided that such Non-U.S. Holder complies with applicable certification requirements. Any gain realized upon the sale or other disposition of the PLUS by a Non-U.S. Holder generally will not be subject to U.S. federal income tax unless (1) such gain is effectively connected with a U.S. trade or business of such Non-U.S. Holder or (2) in the case of an individual, such individual is present in the United States for 183 days or more in the taxable year of the sale or other disposition and certain other conditions are met. Any effectively connected gains described in clause (1) above realized by a Non-U.S. Holder that is, or is taxable as, a corporation for U.S.
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February 2013
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Page 11
|
federal income tax purposes may also, under certain circumstances, be subject to an additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.
Non-U.S. Holders that are subject to U.S. federal income taxation on a net income basis with respect to their investment in the PLUS should refer to the discussion above relating to U.S. Holders.
Substitute Dividend and Dividend Equivalent Payments
The Act and recently proposed and temporary regulations treat a “dividend equivalent” payment as a dividend from sources within the United States. Under the Act, unless reduced by an applicable tax treaty with the United States, such payments generally will be subject to U.S. withholding tax. A “dividend equivalent” payment is (i) a substitute dividend payment made pursuant to a securities lending or a sale-repurchase transaction that (directly or indirectly) is contingent upon, or determined by reference to, the payment of a dividend from sources within the United States, (ii) a payment made pursuant to a “specified notional principal contract” that (directly or indirectly) is contingent upon, or determined by reference to, the payment of a dividend from sources within the United States, and (iii) any other payment determined by the IRS to be substantially similar to a payment described in the preceding clauses (i) and (ii). Proposed regulations provide criteria for determining whether a notional principal contract will be a specified notional principal contract, effective for payments made after December 31, 2013.
Proposed regulations address whether a payment is a dividend equivalent. The proposed regulations provide that an equity-linked instrument that provides for a payment that is a substantially similar payment is treated as a notional principal contract for these purposes. An equity-linked instrument is a financial instrument or combination of financial instruments that references one or more underlying securities to determine its value, including a futures contract, forward contract, option, or other contractual arrangement. The proposed regulations consider any payment, including the payment of the purchase price or an adjustment to the purchase price, to be a substantially similar payment (and, therefore, a dividend equivalent payment) if made pursuant to an equity-linked instrument that is contingent upon or determined by reference to a dividend (including payments pursuant to a redemption of stock that gives rise to a dividend) from sources within the United States. The rules for equity-linked instruments under the proposed regulations will be effective for payments made after the rules are finalized. Where the PLUS reference an interest in a fixed basket of securities or a “customized index,” each security or component of such basket or customized index is treated as an underlying security in a separate notional principal contract for purposes of determining whether such notional principal contract is a specified notional principal contract or an amount received is a substantially similar payment.
We will treat any portion of a payment on the PLUS that is substantially similar to a dividend as a dividend equivalent payment, which will be subject to U.S. withholding tax, unless reduced by an applicable tax treaty and a properly executed IRS Form W-8 (or other qualifying documentation) is provided. Non-U.S. Holders should consult their tax advisors regarding whether payments on the PLUS constitute dividend equivalent payments.
U.S. Federal Estate Tax Treatment of Non-U.S. Holders
The PLUS may be subject to U.S. federal estate tax if an individual Non-U.S. Holder holds the PLUS at the time of his or her death. The gross estate of a Non-
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U.S. Holder domiciled outside the United States includes only property situated in the United States. Individual Non-U.S. Holders should consult their tax advisors regarding the U.S. federal estate tax consequences of holding the PLUS at death.
IRS Notice and Proposed Legislation on Certain Financial Transactions
In Notice 2008-2, the IRS and the Treasury Department stated they are considering issuing new regulations or other guidance on whether holders of an instrument such as the PLUS should be required to accrue income during the term of the instrument. The IRS and Treasury Department also requested taxpayer comments on (1) the appropriate method for accruing income or expense (e.g., a mark-to-market methodology or a method resembling the noncontingent bond method), (2) whether income and gain on such an instrument should be ordinary or capital, and (3) whether foreign holders should be subject to withholding tax on any deemed income accrual. Additionally, unofficial statements made by IRS officials have indicated that they will soon be addressing the treatment of prepaid forward contracts in proposed regulations.
Accordingly, it is possible that regulations or other guidance may be issued that require holders of the PLUS to recognize income in respect of the PLUS prior to receipt of any payments thereunder or sale thereof. Any regulations or other guidance that may be issued could result in income and gain (either at maturity or upon sale) in respect of the PLUS being treated as ordinary income. It is also possible that a Non-U.S. Holder of the PLUS could be subject to U.S. withholding tax in respect of the PLUS under such regulations or other guidance. It is not possible to determine whether such regulations or other guidance will apply to your PLUS (possibly on a retroactive basis). You are urged to consult your tax advisor regarding Notice 2008-2 and its possible impact on you.
More recently, on January 24, 2013, the House Ways and Means Committee released in draft form certain proposed legislation relating to financial instruments. If enacted, the effect of that legislation generally would be to require instruments such as the PLUS to be marked to market on an annual basis with all gains and losses to be treated as ordinary, subject to certain exceptions. You are urged to consult your tax advisor regarding the draft legislation and its possible impact on you.
Information Reporting Regarding Specified Foreign Financial Assets
The Act and temporary and proposed regulations generally require individual U.S. Holders (“specified individuals”) and “specified domestic entities” with an interest in any “specified foreign financial asset” to file an annual report on IRS Form 8938 with information relating to the asset, including the maximum value thereof, for any taxable year in which the aggregate value of all such assets is greater than $50,000 on the last day of the taxable year or $75,000 at any time during the taxable year. Certain individuals are permitted to have an interest in a higher aggregate value of such assets before being required to file a report. The proposed regulations relating to specified domestic entities apply to taxable years beginning after December 31, 2011. Under the proposed regulations, “specified domestic entities” are domestic entities that are formed or used for the purposes of holding, directly or indirectly, specified foreign financial assets. Generally, specified domestic entities are certain closely held corporations and partnerships that meet passive income or passive asset tests and, with certain exceptions, domestic trusts that have a specified individual as a current beneficiary and exceed the reporting threshold. Specified foreign financial assets include any depository or custodial account held at a foreign financial institution; any debt or equity interest in
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a foreign financial institution if such interest is not regularly traded on an established securities market; and, if not held at a financial institution, (1) any stock or security issued by a non-U.S. person, (2) any financial instrument or contract held for investment where the issuer or counterparty is a non-U.S. person, and (3) any interest in an entity which is a non-U.S. person.
Depending on the aggregate value of your investment in specified foreign financial assets, you may be obligated to file an IRS Form 8938 under this provision if you are an individual U.S. Holder. Pursuant to a recent IRS Notice, reporting by domestic entities of interests in specified foreign financial assets will not be required before the date specified by final regulations, which will not be earlier than taxable years beginning after December 31, 2012. Penalties apply to any failure to file IRS Form 8938. Additionally, in the event a U.S. Holder (either a specified individual or specified domestic entity) does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such U.S. Holder for the related tax year may not close before the date which is three years after the date such information is filed. You should consult your own tax advisor as to the possible application to you of this information reporting requirement and related statute of limitations tolling provision.
Backup Withholding and Information Reporting
A holder of the PLUS (whether a U.S. Holder or a Non-U.S. Holder) may be subject to backup withholding with respect to certain amounts paid to such holder unless it provides a correct taxpayer identification number, complies with certain certification procedures establishing that it is not a U.S. Holder or establishes proof of another applicable exemption, and otherwise complies with applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. You can claim a credit against your U.S. federal income tax liability for amounts withheld under the backup withholding rules, and amounts in excess of your liability are refundable if you provide the required information to the IRS in a timely fashion. A holder of the PLUS may also be subject to information reporting to the IRS with respect to certain amounts paid to such holder unless it (1) is a Non-U.S. Holder and provides a properly executed IRS Form W-8 (or other qualifying documentation) or (2) otherwise establishes a basis for exemption.
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Trustee:
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The Bank of New York Mellon
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Calculation agent:
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Credit Suisse International
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Use of proceeds and hedging:
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We intend to use the proceeds from each offering for our general corporate purposes, which may include the refinancing of our existing indebtedness outside Switzerland. We may also use some or all of the proceeds from any offering to hedge our obligations under the PLUS. In addition, we may also invest the proceeds temporarily in short-term securities. The net proceeds will be applied exclusively outside Switzerland unless Swiss fiscal laws allow such usage in Switzerland without triggering Swiss withholding taxes on interest payments on debt instruments.
One or more of our affiliates before and following the issuance of any PLUS may acquire or dispose of positions relating to the underlying index or listed or over-the-counter options contracts in, or other derivatives or synthetic instruments related to, such underlying index or any components included in or comprising such underlying index, to hedge our obligations under the PLUS. In the course of pursuing such a hedging strategy, the price at which such positions may be acquired or disposed of may be a factor in determining the level of the underlying
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index. Although we and our affiliates have no reason to believe that our or their hedging activities will have a material impact on the level of the underlying index or the value of the PLUS, we cannot assure you that these activities will not have such an effect.
For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the accompanying product supplement.
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Benefit plan investor considerations:
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Each fiduciary of a pension, profit-sharing or other employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing an investment in the PLUS. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan.
In addition, we, the agent, and certain of our respective subsidiaries may be considered a “party in interest” within the meaning of ERISA, or a “disqualified person” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to many Plans, as well as many individual retirement accounts and Keogh plans (also “Plans”). ERISA Section 406 and Code Section 4975 generally prohibit transactions between Plans and parties in interest or disqualified persons. Prohibited transactions within the meaning of ERISA or the Code would likely arise, for example, if the PLUS are acquired by or with the assets of a Plan with respect to which we or one of our affiliates is a service provider or other party in interest, unless the PLUS are acquired pursuant to an exemption from the “prohibited transaction” rules. A violation of these “prohibited transaction” rules could result in an excise tax or other liabilities under ERISA and/or Code Section 4975 for such persons, unless exemptive relief is available under an applicable statutory or administrative exemption.
The U.S. Department of Labor has issued five prohibited transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions resulting from the purchase or holding of the PLUS. Those class exemptions are PTCE 96-23 (for certain transactions determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code may provide an exemption for the purchase and sale of securities and the related lending transactions, provided that neither the issuer of the securities nor any of its affiliates has or exercises any discretionary authority or control or renders any investment advice with respect to the assets of the Plan involved in the transaction and provided further that the Plan pays no more, and receives no less, than “adequate consideration” in connection with the transaction (the so-called “service provider” exemption). There can be no assurance that any of these class or statutory exemptions will be available with respect to transactions involving the PLUS.
Because we may be considered a party in interest with respect to many Plans, the PLUS may not be purchased, held or disposed of by any Plan, any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the
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entity (a “Plan Asset Entity”) or any person investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive relief, including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase, holding or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee or holder of the PLUS will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and holding of the PLUS that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such PLUS on behalf of or with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (b) its purchase, holding and disposition are eligible for exemptive relief or such purchase, holding and disposition are not prohibited by ERISA or Section 4975 of the Code or any Similar Law.
Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the PLUS on behalf of or with “plan assets” of any Plan consult with their counsel regarding the availability of exemptive relief.
The PLUS are contractual financial instruments. The financial exposure provided by the PLUS is not a substitute or proxy for, and is not intended as a substitute or proxy for, individualized investment management or advice for the benefit of any purchaser or holder of the PLUS. The PLUS have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of any purchaser or holder of the PLUS.
Each purchaser or holder of any PLUS acknowledges and agrees that:
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(i) |
the purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser or holder with respect to (A) the design and terms of the PLUS, (B) the purchaser or holder’s investment in the PLUS, or (C) the exercise of or failure to exercise any rights we have under or with respect to the PLUS;
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(ii) |
we and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to the PLUS and (B) all hedging transactions in connection with our obligations under the PLUS;
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(iii) |
any and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those entities and are not assets and positions held for the benefit of the purchaser or holder;
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(iv) |
our interests are adverse to the interests of the purchaser or holder; and
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(v) |
neither we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice.
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Each purchaser and holder of the PLUS has exclusive responsibility for ensuring that its purchase, holding and disposition of the PLUS do not violate the prohibited transaction rules of ERISA or the Code or any Similar Law. The sale of any PLUS
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to any Plan or plan subject to Similar Law is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by plans generally or any particular plan, or that such an investment is appropriate for plans generally or any particular plan.
However, individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the PLUS if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets Inc., Morgan Stanley or Morgan Stanley Smith Barney LLC (“MSSB”) or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of the PLUS by the account, plan or annuity.
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Supplemental information regarding plan of distribution:
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Under the terms of distribution agreement with Citigroup Global Markets Inc., dated as of March 23, 2012, Citigroup Global Markets Inc. will act as placement agent for the PLUS. The placement agent will receive a fee from Credit Suisse or one of our affiliates of $0.20 per $10 principal amount of PLUS and will forgo fees for sales to fiduciary accounts.
See “Plan of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement.
We expect to deliver the PLUS against payment for the PLUS on the Settlement Date indicated above, which may be a date that is greater than three business days following the pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, if the original issue date is more than three business days after the pricing date, purchasers who wish to transact in the PLUS more than three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
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Contact:
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Clients of Morgan Stanley Wealth Management may contact their local Morgan Stanley branch office or the Morgan Stanley principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (914) 225-2700). All other clients may contact their local brokerage representative.
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Where you can find more information:
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Credit Suisse has filed a registration statement (including a prospectus, prospectus supplement, product supplement, and underlying supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus and prospectus supplement in that registration statement, the product supplement, the underlying supplement and any other documents relating to this offering that Credit Suisse has filed with the SEC for more complete information about Credit Suisse and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at.www.sec.gov. Alternatively, Credit Suisse will arrange to send you the product supplement, underlying supplement and prospectus if you so request by calling toll-free 1-(800)-221-1037.
You may access these documents on the SEC web site at.www.sec.gov.as follows:
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Terms used in this document are defined in the product supplement, in the underlying supplement or in the prospectus supplement and prospectus. As used in this document, the “Company,” “we,” “us” and “our” refer to Credit Suisse.
“Performace Leveraged Upside SecuritiesSM” and “PLUSSM” are service marks of Morgan Stanley.
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Issue price
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Selling concession
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Principal amount of
PLUS for any single investor
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$10.0000
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$0.2000
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<$1MM
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$9.9625
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$0.1625
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≥$1MM and <$3MM
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$9.9438
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$0.1438
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≥$3MM and <$5MM
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$9.9250
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$0.1250
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≥$5MM
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February 2013
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