Pricing Supplement No. T214
To the Underlying Supplement dated November 19, 2012,
Product Supplement No. T-I dated March 23, 2012,
Prospectus Supplement dated March 23, 2012 and
Prospectus dated March 23, 2012
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-180300-03
May 23, 2013
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Financial
Products
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$4,880,000
Autocallable Securities due May 31, 2016
Linked to the Performance of the EURO STOXX 50® Index and the iShares® MSCI Emerging Markets Index Fund
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The securities are designed for investors who seek Automatic Redemption at a premium if a Trigger Event occurs, based on the performance of the EURO STOXX 50® Index and the iShares® MSCI Emerging Markets Index Fund, as described below. Investors should be willing to forgo interest and dividend payments and, if the securities have not been automatically redeemed prior to maturity and a Knock-In Event occurs, be willing to lose up to 100% of their investment. If the securities are not automatically redeemed, the maximum Redemption Amount you will be entitled to receive will equal the principal amount of securities you hold. Any payment on the securities is subject to our ability to pay our obligations as they become due.
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If a Trigger Event occurs on any Review Date, the securities will be automatically redeemed and you will be entitled to receive a cash payment equal to the principal amount of securities you hold plus the Automatic Redemption Premium applicable to that Review Date, as set forth below.
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Senior unsecured obligations of Credit Suisse AG, acting through its Nassau Branch, maturing May 31, 2016.†
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Minimum purchase of $1,000. Minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
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The securities priced on May 23, 2013 (the “Trade Date”) and are expected to settle on May 29, 2013 (the “Settlement Date”). 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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Underlyings:
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Each Underlying is identified in the table below, together with its Bloomberg ticker symbol, Initial Level and Knock-In Level.
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Underlying
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Ticker
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Initial Level
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Knock-In Level
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EURO STOXX 50® Index (“SX5E”)
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SX5E <Index>
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2776.78
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1943.746
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iShares® MSCI Emerging Markets Index Fund (“EEM”)
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EEM UP <Equity>
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$42.64
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$29.848
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Automatic Redemption:
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If a Trigger Event occurs on any Review Date, the securities will be automatically redeemed and you will be entitled to receive a cash payment equal to the principal amount of securities you hold plus the Automatic Redemption Premium applicable to that Review Date. Payment will be made in respect of such redemption on the corresponding Payment Date, and no further payments on the securities will be made.
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Trigger Event
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A Trigger Event will occur on a Review Date if the closing levels of both Underlyings are equal to or greater than their respective Trigger Levels.
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Trigger Level:
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For each Underlying on each Review Date, 100% of the Initial Level of such Underlying
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Review Dates: †
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May 23, 2014, May 26, 2015 and the Valuation Date
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Payment Dates: †
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May 29, 2014, May 29, 2015 and the Maturity Date
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Automatic Redemption Premium:
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For each $1,000 principal amount of securities you hold:
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• $140.00 if a Trigger Event occurs on the first Review Date
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• $280.00 if a Trigger Event occurs on the second Review Date
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• $420.00 if a Trigger Event occurs on the third Review Date
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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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$25.00
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$975.00
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Total
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$4,880,000.00
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$122,000.00
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$4,758,000.00
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Title of Each Class of Securities Offered
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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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$4,880,000.00
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$665.63
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May 23, 2013 |
(continued on next page)
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Redemption Amount:
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If the securities are not automatically redeemed prior to maturity, you will be entitled to receive a Redemption Amount in cash at maturity that will equal the principal amount of the securities you hold multiplied by the sum of 1 plus the Underlying Return of the Lowest Performing Underlying, calculated as set forth below. Any payment on the securities is subject to our ability to pay our obligations as they become due.
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Underlying Return:
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For each Underlying, the Underlying Return is expressed as a percentage and is calculated as follows:
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If a Knock-In Event does not occur, the Underlying Return for such Underlying will equal zero.
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If a Knock-In Event occurs, the Underlying Return for such Underlying will equal:
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Final Level – Initial Level
Initial Level
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If the securities are not automatically redeemed prior to maturity and a Knock-In Event occurs, the Underlying Return of the Lowest Performing Underlying will be negative and you will receive less than the principal amount of your securities at maturity. You could lose your entire investment.
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Lowest Performing Underlying:
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The Underlying with the lowest Underlying Return.
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Knock-In Event:
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A Knock-In Event occurs if the Final Level of either Underlying is less than its Knock-In Level.
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Knock-In Level:
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For each Underlying, as set forth in the table above.
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Initial Level:
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For each Underlying, as set forth in the table above.
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Final Level:
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For each Underlying, the closing level of such Underlying on the Valuation Date.
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Valuation Date:†
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May 25, 2016
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Maturity Date:†
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May 31, 2016
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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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22547Q3G9
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Underlying supplement dated November 19, 2012:
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Product supplement No. T-I dated March 23, 2012:
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Prospectus supplement and Prospectus dated March 23, 2012:
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Principal
Amount
of Securities
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Percentage Change from
the Initial Level to the
Final Level of the Lowest
Performing Underlying
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Redemption Amount
per $1,000 Principal
Amount of Securities
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$1,000
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−0.01%
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$1,000
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$1,000
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−10%
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$1,000
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$1,000
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−15%
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$1,000
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$1,000
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−20%
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$1,000
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$1,000
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−30%
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$1,000
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$1,000
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−30.01%
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$699.90
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$1,000
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−40%
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$600
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$1,000
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−50%
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$500
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$1,000
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−60%
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$400
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$1,000
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−70%
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$300
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$1,000
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−80%
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$200
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$1,000
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−90%
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$100
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$1,000
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−100%
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$0
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Underlying
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Closing Level of each
Underlying on the first
Review Date
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Closing Level of each
Underlying on the second
Review Date
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Closing Level of each
Underlying on the third
Review Date / Final Level
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SX5E
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110% of Initial Level
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N/A
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N/A
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EEM
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100% of Initial Level
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N/A
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N/A
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Underlying
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Closing Level of each
Underlying on the first
Review Date
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Closing Level of each
Underlying on the second
Review Date
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Closing Level of each
Underlying on the third
Review Date / Final Level
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SX5E
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90% of Initial Level
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125% of Initial Level
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N/A
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EEM
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95% of Initial Level
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100% of Initial Level
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N/A
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Underlying
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Closing Level of each
Underlying on the first
Review Date
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Closing Level of each
Underlying on the second
Review Date
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Closing Level of each
Underlying on the third
Review Date / Final Level
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SX5E
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80% of Initial Level
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80% of Initial Level
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110% of Initial Level
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EEM
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95% of Initial Level
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70% of Initial Level
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100% of Initial Level
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Underlying
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Closing Level of each
Underlying on the first
Review Date
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Closing Level of each
Underlying on the second
Review Date
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Closing Level of each
Underlying on the third
Review Date / Final Level
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SX5E
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80% of Initial Level
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80% of Initial Level
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60% of Initial Level
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EEM
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95% of Initial Level
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70% of Initial Level
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80% of Initial Level
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Final Level – Initial Level
Initial Level
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Underlying
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Closing Level of each
Underlying on the first
Review Date
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Closing Level of each
Underlying on the
second Review Date
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Closing Level of each
Underlying on the third
Review Date / Final Level
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SX5E
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80% of Initial Level
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80% of Initial Level
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85% of Initial Level
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EEM
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95% of Initial Level
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70% of Initial Level
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80% of Initial Level
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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. If the securities are not automatically redeemed and the Final Level of either Underlying is less than its Knock-In Level, you will be fully exposed to any depreciation in the Lowest Performing Underlying. In this case, the Redemption Amount you will be entitled to receive will be less than the principal amount of the securities, and you will lose your entire investment if the Final Level of the Lowest Performing Underlying falls to zero. It is not possible to predict whether a Knock-In Event will occur, and in the event that there is a Knock-In Event, by how much the Final Level of the Lowest Performing Underlying will decrease in comparison to its Initial Level. 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 Underlyings, the payment of any amount due on the securities 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 SECURITIES DO NOT PAY INTEREST — We will not pay interest on the securities. You may receive less at maturity than you could have earned on ordinary interest-bearing debt securities with similar maturities, including other of our debt securities, since the Redemption Amount at maturity is based on the appreciation or depreciation of the Underlyings. Because the Redemption Amount due at maturity may be less than the amount originally invested in the securities, the return on the securities (the effective yield to maturity) may be negative. Even if it is positive, the return payable on each security may not be enough to compensate you for any loss in value due to inflation and other factors relating to the value of money over time.
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YOU WILL NOT RECEIVE A GAIN ON THE SECURITIES UNLESS THE SECURITIES ARE AUTOMATICALLY REDEEMED — You will not receive a gain on the securities unless the securities are automatically redeemed, and, even if the securities are automatically redeemed, your gain will be limited to the Automatic Redemption Premium applicable to the relevant Review Date, as set forth on the cover of this pricing supplement, regardless of any appreciation in the Underlyings, which may be significant. Because the closing levels of the Underlyings at various times during the term of the securities could be higher than on the Review Dates, you may receive a cash payment upon Automatic Redemption or at maturity, as the case may be, that would be less than you would have if you had invested directly in the Underlyings.
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APPRECIATION POTENTIAL IS LIMITED — The appreciation potential of the securities will be limited to the Automatic Redemption Premium, which is $140 if a Trigger Event occurs on the first Review Date, $280 if a Trigger Event occurs on the second Review Date and $420 if if a Trigger Event occurs on the third Review Date, even if the Final Level of one or both of the Underlyings increases from its Initial Level by more than the Automatic Redemption Premiums. Accordingly, the maximum Redemption Amount of the securities at maturity is $1,140, $1,280 or $1,420 per $1,000 principal amount of securities, depending on whether and on which Reivew Date the securities are automatically redeemed. Any payment on the securities is subject to our ability to pay our obligations as they become due.
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IF A KNOCK-IN EVENT OCCURS, YOUR RETURN WILL BE BASED ON THE INDIVIDUAL PERFORMANCE OF THE LOWEST PERFORMING UNDERLYING — If the securities are not automatically redeemed and a Knock-In Event occurs, your return will be based on the individual
performance of the Lowest Performing Underlying and your return will be negative even if the Knock-In Event occurs with respect to only one Underlying.
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performance of the Lowest Performing Underlying and your return will be negative even if the Knock-In Event occurs with respect to only one Underlying.
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THE RETURN ON THE SECURITIES WILL BE AFFECTED BY THE KNOCK-IN LEVEL FOR EACH UNDERLYING AND THE OCCURRENCE OF A KNOCK-IN EVENT — The return on the securities will be affected by the Knock-In Level for each Underlying and whether a Knock-In Event occurs. If the securities are not automatically redeemend and the Final Level of the Lowest Performing Underlying is less than its Knock-In Level, a Knock-In Event will have occurred and you will receive substantially less than your principal amount at maturity.
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NON-U.S. SECURITIES MARKETS RISK — The equity securities comprising the Underlyings are issued by foreign companies and trade in foreign securities markets. Investments in securities linked to the value of foreign equity securities involve risks associated with the securities markets in those countries, including the risk of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. Foreign companies are subject to accounting, auditing and financial reporting standards and requirements different from those applicable to U.S. reporting companies.
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THERE ARE RISKS ASSOCIATED WITH THE REFERENCE FUND — Although shares of the iShares® MSCI Emerging Markets Index Fund (the “Reference Fund”) are listed for trading on the NYSE Arca, Inc. (“NYSE Arca”) and a number of similar products have been traded on various national securities exchanges for varying periods of time, there is no assurance that an active trading market will continue for the shares of the Reference Fund or that there will be liquidity in the trading market. The Reference Fund is subject to management risk, which is the risk that the Reference Fund’s investment strategy, the implementation of which is subject to a number of constraints, may not produce the intended results. Pursuant to the Reference Fund’s investment strategy or otherwise, the investment advisor for the Reference Fund may add, delete or substitute the components held by the Reference Fund. Any of these actions could affect the price of the shares of the Reference Fund and consequently the value of the securities.
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THE PERFORMANCE OF THE REFERENCE FUND MAY NOT CORRELATE TO THE PERFORMANCE OF THE TRACKED INDEX — The Reference Fund will generally invest in all of the equity securities included in the MSCI Emerging Markets Index, the “Tracked Index” for the Reference Fund. There may, however, be instances where BlackRock Fund Advisors (“BFA”), the Reference Fund’s investment advisor, may choose to overweight another stock in the Tracked Index, purchase securities not included in the Tracked Index that BFA believes are appropriate to substitute for a security included in the Tracked Index or utilize various combinations of other available investment techniques. In addition, the performance of the Reference Fund will reflect additional transaction costs and fees that are not included in the calculation of the Tracked Index. Finally, because the shares of the Reference Fund are traded on the NYSE Arca and are subject to market supply and investor demand, the market value of one share of the Reference Fund may differ from the net asset value per share of the Reference Fund. For these reasons, the performance of the Reference Fund may not correlate with the performance of the Tracked Index. For additional information about the variation between the performance of the Reference Fund and the performance of the Tracked Index, see the information set forth under “The Reference Funds—The iShares® Funds—The iShares® MSCI Emerging Markets Index Fund” in the accompanying underlying supplement.
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EMERGING MARKETS RISK — The Reference Fund and the Tracked Index are exposed to the political and economic risks of emerging market countries. In recent years, some emerging markets have undergone significant political, economic and social upheaval. Such far-reaching changes have resulted in constitutional and social tensions and, in some cases, instability and reaction against market reforms has occurred. With respect to any emerging market nation, there is the possibility of nationalization, expropriation or confiscation, political changes, government regulation and social instability. There can be no assurance that future political changes will not adversely affect the economic conditions of an emerging market nation. Political or economic instability could have an adverse effect on the performance of the securities.
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CURRENCY EXCHANGE RISK — The securities, which are denominated in U.S. dollars, are subject to currency exchange risk through their exposure to the performance of the Reference Fund, which measures the performance of certain foreign stocks. Currency exchange rates may be highly volatile, particularly in relation to emerging or developing nations’ currencies and, in certain market conditions, also in relation to developed nations’ currencies. Significant changes in currency exchange rates, including changes in liquidity and prices, can occur within very short periods of time. Currency exchange rate risks include, but are not limited to, convertibility risk, market volatility and potential interference by foreign governments through regulation of local markets, foreign investment or particular transactions in foreign currency. These factors may adversely affect the values of the equity securities included in the Reference Fund, the level of the Reference Fund and the value of the securities.
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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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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.
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MANY ECONOMIC AND MARKET FACTORS WILL AFFECT THE VALUE OF THE SECURITIES — In addition to the level of the Underlyings on any trading day, 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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the expected volatility of the Underlyings;
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the time to maturity of the securities;
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the dividend rate on the equity securities comprising the Underlyings;
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interest and yield rates in the market generally;
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investors’ expectations with respect to the rate of inflation;
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the occurrence of certain events to the shares of the Reference Fund that may or may not require an anti-dilution adjustment;
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geopolitical conditions and a variety of economic, financial, political, regulatory or judicial events that affect the components comprising the Underlyings or markets generally and which may affect the level of the Underlyings;
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the exchange rate and the volatility of the exchange rate between the U.S. dollar and the currencies of the equity securities comprising the Reference Fund and any other currency relevant to the value of the Reference Fund; and
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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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NO OWNERSHIP RIGHTS RELATING TO THE UNDERLYINGS — Your return on the securities will not reflect the return you would realize if you actually owned the equity securities that comprise the Underlyings. The return on your investment, which is based on the percentage change in the Underlyings, is not the same as the total return based on the purchase of shares of the equity securities that comprise the Underlyings.
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NO DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the securities, you will not have voting rights or rights to receive cash dividends or other distributions or other rights with respect to the equity securities that comprise the Underlyings.
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ANTI-DILUTION PROTECTION IS LIMITED — The Calculation Agent will make anti-dilution adjustments for certain events affecting the Reference Fund. However, an adjustment will not be required in response to all events that could affect the Reference Fund. If an event occurs that does not require the Calculation Agent to make an adjustment, or if an adjustment is made but such adjustment does not fully reflect the economics of such event, the value of the securities may be materially and adversely affected. See “Description of the Securities—Adjustments for a reference fund” in the accompanying product supplement.
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if a market disruption event has occurred and is continuing with respect to a reference index, the calculation agent will determine the closing level for such reference index on that deemed Review Date in accordance with the formula for and method of calculating such reference index last in effect prior to the commencement of the market disruption event in respect of such reference index using exchange-traded prices on the relevant exchanges (as determined by the calculation agent in its sole discretion) or, if trading in any component comprising such reference index has been materially suspended or materially limited, the calculation agent’s good faith estimate of the prices that would have prevailed on the relevant exchanges (as determined by the calculation agent in its sole discretion) but for the suspension or limitation, as of the valuation time on that deemed Review Date, of each component comprising such reference index (subject to the provisions described under “—Changes to the calculation of a reference index” in the accompanying product supplement).
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if a market disruption event has occurred and is continuing with respect to a reference fund, the calculation agent will determine the closing level for such reference fund on that deemed Review Date using its good faith estimate of the settlement price of such reference fund that would have prevailed on the relevant exchange but for the occurrence of a market disruption event (subject to the provisions described under “—Changes to the calculation of a reference fund” in the accompanying product supplement).
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a financial institution,
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a mutual fund,
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a tax-exempt organization,
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a grantor trust,
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certain U.S. expatriates,
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an insurance company,
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a dealer or trader in securities or foreign currencies,
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a person (including traders in securities) using a mark-to-market method of accounting,
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a person who holds the securities as a hedge or as part of a straddle with another position, constructive sale, conversion transaction or other integrated transaction, or
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an entity that is treated as a partnership for U.S. federal income tax purposes.
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