Pricing Supplement No. J370
To the Underlying Supplement dated July 29, 2013,
Product Supplement No. JPM-III 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
February 21, 2014
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Credit Suisse AG
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Structured
Investments
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Credit Suisse
$3,672,000
Return Enhanced Notes due March 11, 2015 Linked to the Upside Return of an Equally Weighted Basket consisting of Three Select Sector Indices and the Downside Return of the S&P 500® Index
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·
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The notes are designed for investors who seek a return linked to the leveraged appreciation, if any, of an equally weighted basket consisting of the Select Sector Financials Index, the Select Sector Industrials Index and the Select Sector Technology Index, while being exposed to any depreciation of the S&P 500® Index. Investors should be willing to forgo any benefit from any appreciation of the S&P 500® Index. Investors should be willing to forgo interest and dividend payments and, if the Upside Return is not sufficient to offset the Downside Return, be willing to lose some or all of their investment. Any payment on the notes is subject to our ability to pay our obligations as they become due.
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Senior unsecured obligations of Credit Suisse AG, acting through its London Branch, maturing March 11, 2015.†
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The payment at maturity is linked to any appreciation of the Basket (multiplied by the Upside Participation Rate) and any depreciation of the Downside Index, as described below.
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Minimum purchase of $10,000. Minimum denominations of $1,000 or integral multiples of $1,000 in excess thereof
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The notes priced on February 21, 2014 (the “Pricing Date”) and are expected to settle on February 26, 2014 (the “Settlement Date”). Delivery of the notes in book-entry form only will be made through The Depository Trust Company.
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The terms of the notes as set forth in “Key Terms” below, to the extent they differ or conflict with those set forth in the accompanying product supplement no. JPM-III, supersede the terms set forth in product supplement no. JPM-III. In particular, the payment at maturity is linked to any appreciation of an equally weighted Basket consisting of three indices, and any depreciation of the Downside Index, as described below.
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Issuer:
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Credit Suisse AG (“Credit Suisse”), acting through its London Branch
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Basket:
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An equally weighted basket consisting of three indices (each a “Basket Component” and, together, the “Basket Components”). Each Basket Component is identified in the table below, together with its Bloomberg ticker symbol, Initial Level and Component Weighting.
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Basket Component
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Ticker
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Initial Level
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Component Weighting
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Select Sector Financials Index
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IXM <Index>
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214.01
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1/3
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Select Sector Industrials Index
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IXI <Index>
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512.99
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1/3
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Select Sector Technology Index
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IXT <Index>
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359.46
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1/3
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Downside Index:
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The S&P 500® Index. The Downside Index is identified in the table below, together with its Bloomberg ticker symbol and Initial Level.
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Downside Index
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Ticker
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Initial Level
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S&P 500® Index
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SPX <Index>
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1836.25
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Payment at Maturity:
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The payment at maturity on the notes will reflect any appreciation of the Basket, and any depreciation of the Downside Index. Accordingly, your payment at maturity per $1,000 principal amount of notes will be calculated as follows:
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$1,000 × (1 + Upside Return + Downside Return)
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You will lose some or all of your initial investment at maturity if the Upside Return is not sufficient to offset the Downside Return. The Upside Return will not be sufficient to offset the Downside Return if, between the Pricing Date and the Final Valuation Date, (a) both the Basket and the Downside Index depreciate, (b) the Downside Index depreciates while the Basket remains flat or (c) the Downside Index depreciates by a greater percentage than the percentage by which the Basket (multiplied by the Upside Participation Rate) appreciates.
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Price to Public
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Fees(1)
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Proceeds to Issuer
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Per note
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$1,000.00
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$10.00
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$990.00
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Total
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$3,672,000.00
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$36,720.00
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$3,635,280.00
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(1) J.P. Morgan Securities LLC, which we refer to as JPMS LLC, and JPMorgan Chase Bank, N.A. will act as placement agents for the notes. The placement agents will receive a fee from Credit Suisse or one of our affiliates of $10.00 per $1,000 principal amount of the notes.
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Credit Suisse currently estimates the value of each $1,000 principal amount of the notes on the Pricing Date is $988.00 (as determined by reference to our pricing models and the rate we are currently paying to borrow funds through issuance of the notes (our “internal funding rate”)), which is less than the Price to Public listed above. See “Selected Risk Considerations” in this pricing supplement.
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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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$3,672,000.00
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$472.95
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Upside Participation Rate:
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104%
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Upside Return:
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The Basket Return multiplied by the Upside Participation Rate, provided that the Upside Return will not be less than 0%.
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Downside Return:
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The Underlying Return of the Downside Index, provided that the Downside Return will not be greater than 0%. Because the Downside Return will never be greater than 0%, you will be exposed to any depreciation in the Downside Index, but you will receive no benefit from any appreciation of the Downside Index.
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Basket Return:
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Final Basket Level – Initial Basket Level
Initial Basket Level
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Initial Basket Level:
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Set equal to 100 on the Pricing Date.
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Final Basket Level:
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The Final Basket Level will be calculated as follows:
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100 × [1 + (Select Sector Financials Index Return × 1/3) + (Select Sector Industrials Index Return × 1/3) + (Select Sector Technology Index Return × 1/3)]
The “Select Sector Financials Index Return,” the “Select Sector Industrials Index Return” and the “Select Sector Technology Index Return” are the respective Underlying Returns for each Basket Component.
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Underlying Return:
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For each Basket Component and the Downside Index, the Underlying Return will be calculated as follows:
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Final Level – Initial Level
Initial Level
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Initial Level:†
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For each Basket Component and the Downside Index, as set forth in the table above.
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Final Level:†
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For each Basket Component and the Downside Index, the arithmetic average of the closing levels of such Basket Component or the Downside Index on each of the five Valuation Dates.
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Valuation Dates:
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March 2, 2015, March 3, 2015, March 4, 2015, March 5, 2015 and March 6, 2015 (each a “Valuation Date” and March 6, 2015, the “Final Valuation Date”)
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Maturity Date:
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March 11, 2015
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CUSIP:
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22547QJC1
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† Each scheduled Valuation Date is subject to postponement if such date is not an underlying business day or as a result of a market disruption event, as described in the accompanying product supplement under “Description of the Notes—Market disruption events.” The Maturity Date is subject to postponement if the scheduled Maturity Date is not a business day, or if the scheduled Final Valuation Date is not an underlying business day or is postponed as a result of a market disruption event.
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•
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Underlying supplement dated July 29, 2013:
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•
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Product supplement No. JPM-III dated March 23, 2012:
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•
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Prospectus supplement and Prospectus dated March 23, 2012:
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Basket Return
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Upside Return
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Underlying Return of Downside Index
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Downside Return
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Total Return
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100.00%
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104.00%
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100.00%
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0.00%
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104.00%
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90.00%
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93.60%
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90.00%
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0.00%
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93.60%
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80.00%
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83.20%
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80.00%
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0.00%
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83.20%
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70.00%
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72.80%
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70.00%
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0.00%
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72.80%
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60.00%
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62.40%
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60.00%
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0.00%
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62.40%
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50.00%
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52.00%
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50.00%
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0.00%
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52.00%
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40.00%
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41.60%
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40.00%
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0.00%
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41.60%
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30.00%
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31.20%
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30.00%
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0.00%
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31.20%
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20.00%
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20.80%
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20.00%
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0.00%
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20.80%
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10.00%
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10.40%
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10.00%
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0.00%
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10.40%
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0.00%
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0.00%
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0.00%
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0.00%
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0.00%
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Basket Return
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Upside Return
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Underlying Return of Downside Index
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Downside Return
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Total Return
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0.00%
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0.00%
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0.00%
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0.00%
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0.00%
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-10.00%
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0.00%
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-10.00%
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-10.00%
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-10.00%
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-20.00%
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0.00%
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-20.00%
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-20.00%
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-20.00%
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-30.00%
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0.00%
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-30.00%
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-30.00%
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-30.00%
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-40.00%
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0.00%
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-40.00%
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-40.00%
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-40.00%
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-50.00%
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0.00%
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-50.00%
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-50.00%
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-50.00%
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-60.00%
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0.00%
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-60.00%
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-60.00%
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-60.00%
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-70.00%
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0.00%
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-70.00%
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-70.00%
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-70.00%
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-80.00%
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0.00%
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-80.00%
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-80.00%
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-80.00%
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-90.00%
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0.00%
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-90.00%
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-90.00%
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-90.00%
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-100.00%
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0.00%
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-100.00%
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-100.00%
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-100.00%
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Basket Return
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Upside Return
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Underlying Return of Downside Index
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Downside Return
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Total Return
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40.00%
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41.60%
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0.00%
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0.00%
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41.60%
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40.00%
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41.60%
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-10.00%
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-10.00%
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31.60%
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40.00%
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41.60%
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-20.00%
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-20.00%
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21.60%
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40.00%
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41.60%
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-30.00%
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-30.00%
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11.60%
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40.00%
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41.60%
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-50.00%
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-50.00%
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-8.40%
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40.00%
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41.60%
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-100.00%
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-100.00%
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-58.40%
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30.00%
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31.20%
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0.00%
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0.00%
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31.20%
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30.00%
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31.20%
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-10.00%
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-10.00%
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21.20%
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30.00%
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31.20%
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-20.00%
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-20.00%
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11.20%
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30.00%
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31.20%
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-30.00%
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-30.00%
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1.20%
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30.00%
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31.20%
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-50.00%
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-50.00%
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-18.80%
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30.00%
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31.20%
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-100.00%
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-100.00%
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-68.80%
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20.00%
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20.80%
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0.00%
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0.00%
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20.80%
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20.00%
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20.80%
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-10.00%
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-10.00%
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10.80%
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20.00%
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20.80%
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-20.00%
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-20.00%
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0.80%
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20.00%
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20.80%
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-30.00%
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-30.00%
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-9.20%
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20.00%
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20.80%
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-50.00%
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-50.00%
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-29.20%
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20.00%
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20.80%
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-100.00%
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-100.00%
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-79.20%
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10.00%
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10.40%
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0.00%
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0.00%
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10.40%
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10.00%
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10.40%
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-10.00%
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-10.00%
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0.40%
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10.00%
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10.40%
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-20.00%
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-20.00%
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-9.60%
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10.00%
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10.40%
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-30.00%
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-30.00%
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-19.60%
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10.00%
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10.40%
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-50.00%
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-50.00%
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-39.60%
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10.00%
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10.40%
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-100.00%
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-100.00%
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-89.60%
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0.00%
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0.00%
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0.00%
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0.00%
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0.00%
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0.00%
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0.00%
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-10.00%
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-10.00%
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-10.00%
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0.00%
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0.00%
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-20.00%
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-20.00%
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-20.00%
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0.00%
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0.00%
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-30.00%
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-30.00%
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-30.00%
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0.00%
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0.00%
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-50.00%
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-50.00%
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-50.00%
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0.00%
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0.00%
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-100.00%
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-100.00%
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-100.00%
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·
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RETURN LINKED TO THE BASKET AND THE DOWNSIDE INDEX — The return on the notes is linked to any appreciation of the Basket (multiplied by the Upside Participation Rate) and any depreciation of the Downside Index.
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS — Please refer to “Material U.S. Federal Income Tax Considerations” in this pricing supplement for a discussion of certain U.S. federal income tax considerations for making an investment in the notes.
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YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS — The notes do not guarantee any return of your principal. The return on the notes at maturity is linked to any appreciation of the Basket (multiplied by the Upside Participation Rate) and any depreciation of the Downside Index between the Pricing Date and the Final Valuation Date, and will depend on whether, and the extent to which, the Upside Return and the Downside Return are positive or negative. You will lose some or all of your initial investment at maturity if the Upside Return is not sufficient to offset the Downside Return. The Upside Return will not be sufficient to offset the Downside Return if, between the Pricing Date and the Final Valuation Date, (a) both the Basket and the Downside Index depreciate, (b) the Downside Index depreciates while the Basket remains flat or (c) the Downside Index depreciates by a greater percentage than the percentage by which the Basket (multiplied by the Upside Participation Rate) appreciates. For more information, please see “What Is the Total Return on the Notes at Maturity Assuming a Range of Performances for the Basket and the Downside Index?” in this pricing supplement.
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THE NOTES DO NOT PAY INTEREST — We will not pay interest on the notes. 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 Payment at Maturity is based on the performance of the Basket and the Downside Index. Because the payment due at maturity may be less than the amount originally invested in the notes, the return on the notes (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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THE NOTES ARE SUBJECT TO THE CREDIT RISK OF CREDIT SUISSE — Although the return on the notes will be based on the performance of the Basket and the Downside Index, the payment of any amount due on the notes is subject to the credit risk of Credit Suisse. Investors are dependent on our ability to pay all amounts due on the notes 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 notes prior to maturity.
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THE AVERAGING CONVENTION USED TO CALCULATE THE FINAL LEVEL OF EACH BASKET COMPONENT AND THE DOWNSIDE INDEX COULD LIMIT RETURNS — Your investment in the notes may not perform as well as an investment in an instrument that measures the point-to-point performance of the Basket Components and the Downside Index from the Pricing Date to the Final Valuation Date. Your ability to participate in the appreciation of the Basket Components, if any, may be limited by the 5-day-end-of-term averaging used to calculate the Final Level of each Basket Component, especially if there is a significant increase in the closing level of any of the Basket Components on the Final Valuation Date.
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YOU WILL NOT BENEFIT FROM ANY APPRECIATION OF THE DOWNSIDE INDEX — The exposure of the notes to the Downside Index is limited to any negative performance of the Downside Index. You will receive no benefit from any appreciation of the Downside Index, which may be significant.
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ANY APPRECIATION OF THE BASKET (MULTIPLIED BY THE UPSIDE PARTICIPATION RATE) MAY BE MODERATED OR MORE THAN OFFSET BY ANY DEPRECATION OF THE DOWNSIDE INDEX — The payment at maturity on the notes will be reduced to reflect any depreciation of the Downside Index between the Pricing Date and the Final Valuation Date. This will be true even if the Basket (multiplied by the Upside Participation Rate) appreciates between the Pricing Date and the Final Valuation Date. Therefore, in calculating the payment at maturity, any appreciation of the Basket may be moderated, or more than offset, by any depreciation of the Downside Index.
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YOU WILL BE SUBJECT TO RISKS RELATING TO THE RELATIONSHIP BETWEEN THE BASKET AND THE DOWNSIDE INDEX — It is impossible to predict what the relationship between the performance of the Basket and the Downside Index will be over the term of the notes. However, because the payment at maturity is linked to any appreciation of the Basket (multiplied by the Upside Participation Rate) and any depreciation of the Downside Index between the Pricing Date and the Final Valuation Date, there are certain relationships between the Basket and the Downside Index that will result in a greater payment at maturity. For example, the sum of the Upside Return and the Downside Return will be greater if the Basket outperforms the Downside Index and the Downside Index remains flat or appreciates. Conversely, under circumstances where the Basket and the Downside Index both depreciate, because you will be exposed to any depreciation in the Downside Index, you will lose less of your investment if the Downside Index declines by less than the Basket. To the extent that the Basket and the Downside Index do not exhibit one of these relationships, an instrument linked to the individual performance of the Basket, any Basket Component or a sector represented by a Basket Component or the Downside Index could outperform an investment in the notes.
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THE NOTES DO NOT REPRESENT AN INVESTMENT IN A BASKET OF INDICES — Your return on the notes will be determined by reference to any appreciation of the Basket (multiplied by the Upside Participation Rate) and any depreciation of the Downside Index. You may lose some or all of your investment at maturity if the Downside Index depreciates by more than the appreciation of the Basket (multiplied by the Upside Participation Rate), if any. Please see “What Is the Total Return on the Notes at Maturity Assuming a Range of Performances for the Basket and the Downside Index?” for additional information.
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ESTIMATED VALUE OF THE NOTES AFTER DEDUCTING CERTAIN COSTS — The estimated value of your notes on the Pricing Date (as determined by reference to our pricing models and our internal funding rate) will be less, and may even be significantly less, than the original Price to Public. The Price to Public of the notes includes the agent’s discounts or commissions as well as transaction costs such as expenses incurred to create, document and market the notes and the cost of hedging our risks as issuer of the notes through one or more of our affiliates (which includes a projected profit). These costs will be effectively borne by you as an investor in the notes. These amounts will be retained by Credit Suisse or our affiliates in connection with our structuring and offering of the notes (except to the extent discounts or commissions are reallowed to other broker-dealers or any costs are paid to third parties).
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On the Pricing Date, we value the components of the notes in accordance with our pricing models. These include a fixed income component valued using our internal funding rate, and individual option components valued using mid-market pricing. Our option valuation models are proprietary. They take into account factors such as interest rates, volatility and time to maturity of the notes, and they rely in part on certain assumptions about future events, which may prove to be incorrect.
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EFFECT OF INTEREST RATE USED IN ESTIMATING VALUE — The internal funding rate we use in structuring notes such as these notes is typically lower than the interest rate that is reflected in the yield on our conventional debt securities of similar maturity in the secondary market (our “secondary market credit spreads”), to account for costs related to structuring and offering the notes. In circumstances where the internal funding rate is lower than the secondary market credit spread, the value of the notes would be higher if we used our secondary market credit spread. Our use of our lower internal funding rate is also reflected in the secondary market prices of the notes. Because Credit Suisse’s pricing models may differ from other issuers’ valuation models, and because funding rates taken into account by other issuers may vary materially from the rates used by Credit Suisse (even among issuers with similar creditworthiness), our estimated value may not be comparable to estimated values of similar notes of other issuers.
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SECONDARY MARKET PRICES — If Credit Suisse (or an affiliate) offers to repurchase your notes in secondary market transactions, which we are not obligated to do, the secondary market price (and the value used for account statements or otherwise) may be higher or lower than the Price to Public and the estimated value of the notes on the Pricing Date. The estimated value does not represent a minimum price at which we would be willing to buy your notes in any secondary market (if any exists) at any time. The secondary market price of your notes at any time cannot be predicted and will reflect the then-current estimated value determined by reference to our pricing models and other factors. These other factors include customary bid and ask spreads and other transaction costs, changes in market conditions and any deterioration or improvement in our creditworthiness. Furthermore, assuming no change in market conditions or other relevant factors from the Pricing Date, the secondary market
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price of your notes will be lower than the Price to Public because it will not include the agent’s discounts or commissions and hedging and other transaction costs. If you sell your notes to a dealer, the dealer may impose an additional discount or commission, and as a result the price you receive on your notes may be lower than the price at which we repurchase the notes from such dealer.
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We (or an affiliate) may initially offer to repurchase the notes from you at a price that will exceed the then-current estimated value of the notes. That higher price reflects our projected profit and costs that were included in the Price to Public, and that higher price may also be initially used for account statements or otherwise. We (or our affiliate) may offer to pay this higher price, for your benefit, but the amount of any excess over the then-current estimated value will be temporary and is expected to decline over a period of approximately 90 days.
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The notes are not designed to be short-term trading instruments and any sale prior to maturity could result in a substantial loss to you. You should be willing and able to hold your notes 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 notes, including acting as calculation agent and hedging our obligations under the notes and determining their estimated value. In performing these duties, the economic interests of us and our affiliates are potentially adverse to your interests as an investor in the notes. Further, hedging activities may adversely affect any payment on or the value of the notes. Any profit in connection with such hedging activities will be in addition to any other compensation that we and our affiliates receive for the sale of the notes, which creates an additional incentive to sell the notes to you.
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·
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LACK OF LIQUIDITY — The notes will not be listed on any securities exchange. Credit Suisse (or its affiliates) intends to offer to purchase the notes 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 notes when you wish to do so. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which Credit Suisse (or its affiliates) is willing to buy the notes. If you have to sell your notes 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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·
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NO DIVIDEND PAYMENTS OR VOTING RIGHTS — As a holder of the notes, 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 Basket Components and the Downside Index.
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·
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MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES — In addition to the levels of the Basket and the Downside Index on any day, the value of the notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:
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·
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the actual and expected volatility of the Basket Components and the Downside Index;
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·
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the time to maturity of the notes;
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·
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the dividend rates on the stocks comprising the Basket Components and the Downside Index;
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·
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the expected positive negative correlation between the Basket and the Downside Index, or the absence of such correlation;
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·
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interest and yield rates in the market generally;
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·
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investors’ expectations with respect to the rate of inflation;
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·
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geopolitical conditions and a variety of economic, financial, political, regulatory or judicial events that affect the stocks comprising the Basket Components and the Downside Index or stock markets generally and which may affect the level of the Basket and the Downside Index; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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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 notes 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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