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April 2015
Preliminary Pricing Supplement No. G85
Registration Statement No. 333-180300-03
Dated April 10, 2015
Filed pursuant to Rule 424(b)(2)
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SUMMARY TERMS
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Issuer:
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Credit Suisse AG
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Aggregate principal amount:
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$ . May be increased prior to the original issue date but we are not required to do so.
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Issue price:
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$1,000 per note
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Stated principal amount:
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$1,000 per note
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Trade date:*
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April 27, 2015
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Original issue date:
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April 30, 2015 (3 business days after the trade date)
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Maturity date:
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April 30, 2030, or the next business day if such day is not a business day.
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Payment at maturity:
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The payment at maturity per note will be the stated principal amount plus accrued and unpaid contingent interest, if any.
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Contingent interest:
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Subject to early redemption, the contingent interest rate will be:
· from and including the original issue date to but excluding April 30, 2020 (such period, the “1st Step-Up Period”), (x) 4.00% per annum times (y) N/ACT;
· from and including April 30, 2020 to but excluding the maturity date (such period, the “2nd Step-Up Period”),
(x) 8.00% per annum times (y) N/ACT;
where
· “N” = the total number of calendar days in the applicable contingent interest payment period on which (i) the LIBOR reference rate is within the LIBOR reference rate range and (ii) the index closing value is greater than or equal to the index reference level (each such day, an “accrual day”); and
· “ACT” = the total number of calendar days in the applicable contingent interest payment period.
If on any calendar day during the term of the notes the LIBOR reference rate is not within the LIBOR reference rate range or the index closing value is less than the index reference level, contingent interest will accrue at a rate of 0.00% per annum for that day.
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Distributor:
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Morgan Stanley & Co. LLC (“MS&Co.”). See “Supplemental Plan of Distribution”
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Calculation agent:
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Credit Suisse AG.
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(Summary Terms continued on next page)
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Price to Public
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Underwriting Discounts and Commissions(1)
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Proceeds to Issuer
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Per security
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$1,000.00
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$
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$
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Total
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$
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$
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$
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Contingent interest payment period:
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Quarterly
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Contingent interest payment period end dates:
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Unadjusted
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Contingent interest payment dates:
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The 30th day of each January, April, July and October, beginning July 30, 2015; provided that if any such day is not a business day, that contingent interest payment will be made on the next succeeding business day and no adjustment will be made to any contingent interest payment made on that succeeding business day.
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Day-count convention:
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Actual/Actual
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Early Redemption:
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The Issuer may redeem all, but not less than all, of the Notes for an amount in cash equal to 100% of the stated principal amount, on any contingent interest payment date commencing on April 30, 2016, upon at least 5 business days written notice.
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LIBOR reference rate:
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6-Month USD LIBOR. Please see “Additional Provisions” in this pricing supplement.
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LIBOR reference rate range:
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Greater than or equal to 0.00% and less than or equal to 5.00%
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LIBOR reference rate cutoff:
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The LIBOR reference rate for any day from and including the fifth New York banking day prior to the related contingent interest payment date for any contingent interest payment period shall be the LIBOR reference rate as in effect for such fifth New York banking day prior to such contingent interest payment date.
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Index:
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The S&P 500® Index
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Index closing value:
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The daily closing value of the index. Please see “Additional Provisions” in this pricing supplement.
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Initial index value:
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The index closing value on the trade date.
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Index reference level:
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75% of the initial index value (to be set on the trade date)
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Index cutoff:
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The index closing value for any day from and including the fifth index business day prior to the related contingent interest payment date for any contingent interest payment period shall be the index closing value for such fifth index business day prior to such contingent interest payment date.
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Specified currency:
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U.S. dollars
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CUSIP/ISIN:
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22546VBR6
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Book-entry or certificated note:
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Book-entry
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•
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Underlying supplement dated March 25, 2015:
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•
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Product supplement No. G-I dated April 9, 2012:
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•
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Prospectus supplement dated March 23, 2012:
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•
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Prospectus as amended by the Post-Effective Amendment to the Registration Statement filed on March 19, 2015:
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·
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the contingent interest payment period contains 90 calendar days,
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·
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the annual contingent interest rate is 4.00% during the 1st Step-Up Period and 8.00% during the 2nd Step-Up Period.
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N
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Hypothetical Per Annum Contingent Interest Rate
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0
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0.0000%
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10
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0.4444%
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25
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1.1111%
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50
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2.2222%
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75
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3.3333%
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90
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4.0000%
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N
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Hypothetical Per Annum Contingent Interest Rate
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0
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0.0000%
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10
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0.8889%
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25
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2.2222%
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50
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4.4444%
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75
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6.6667%
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90
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8.0000%
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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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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
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1,569.19
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1,457.15
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1,569.19
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Second Quarter
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1,669.16
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1,541.61
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1,606.28
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Third Quarter
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1,725.52
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1,614.08
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1,681.55
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Fourth Quarter
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1,848.36
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1,655.45
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1,848.36
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2014
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First Quarter
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1,878.04
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1,741.89
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1,872.34
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Second Quarter
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1,962.87
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1,815.69
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1,960.23
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Third Quarter
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2,011.36
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1,909.57
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1,972.29
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Fourth Quarter
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2,090.57
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1,862.49
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2,058.90
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2015
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First Quarter
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2,117.39
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1,992.67
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2,067.89
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Second Quarter (April 8, 2015)
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2,081.90
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2,059.69
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2,081.90
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§
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The notes do not provide for regular fixed interest payments. Unlike conventional debt securities, the notes do not provide for regular fixed interest payments. The amount of contingent coupon payments you receive over the term of the notes, if any, will depend on the performance of the LIBOR reference rate and the index during the term of the notes. The annual rate for any quarterly contingent coupon depends on the number of calendar days during the relevant contingent interest payment period on which both (i) the LIBOR reference rate is within the reference rate range and (ii) the index closing is greater than or equal to the index reference level. If these conditions are not satisfied on any calendar day, the applicable contingent coupon payment will be made at a rate that is less, and possibly significantly less, than the applicable contingent interest rate. If, on each calendar day during a contingent interest payment period, the above conditions are not satisfied, no contingent coupon payment will be paid on the related contingent coupon payment date. Accordingly, there can be no assurance that you will receive a contingent coupon payment on any contingent coupon payment date or that any contingent coupon payment you do receive will be calculated at the full Applicable Rate. Thus, the notes are not a suitable investment for investors who require regular fixed income payments, since the contingent coupon payments are variable and may be zero.
If rates generally increase over the term of the notes, it is more likely that the LIBOR reference rate will be within the LIBOR reference rate range on any calendar day during a contingent interest payment period, which means that the contingent coupon, if any, could be less than market rates at that time. This would have the further effect of decreasing the value of your notes both nominally in terms of below-market coupon payments and in real terms. In addition, because the amount of contingent coupons, if any, depends on both the index and the LIBOR reference rate during the term of the notes, it is possible that you will not be paid any contingent coupons (or you will be paid a below market coupon relative to our conventional debt notes with a similar term) for the full term of the notes, and still lose your principal investment. This would worsen your loss because even if you receive more than zero at maturity, you will not be compensated for the time value of money. These notes are not short-term investments, so you should carefully consider these risks before investing.
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§
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The higher potential yield offered by the notes is associated with greater risk that the notes will pay a low or no coupon on one or more coupon payment dates. The notes offer variable coupon payments with the potential to result in a higher yield than the yield on our conventional debt securities of the same maturity. You should understand that, in exchange for this potentially higher yield, you will be exposed to significantly greater risks than investors in our conventional debt securities. These risks include the risk that the variable coupon payments you receive, if any, will result in a yield on the notes that is lower, and perhaps significantly lower, than the yield on our conventional debt securities of the same maturity. The volatility of the LIBOR reference rate and the index are important factors affecting this risk. Greater expected volatility of the LIBOR reference rate and/or the index as of the pricing date may contribute to the higher yield potential, but would also represent a greater expected likelihood as of the pricing date that you will receive low or no coupon payments on the notes.
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§
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The LIBOR reference rate for any day from and including the fifth New York banking day prior to the contingent interest payment date of a contingent interest payment period will be the LIBOR reference rate for such fifth day. Because the LIBOR reference rate for any day from and including the fifth New York banking day prior to the contingent interest payment date of a contingent interest payment period will be the LIBOR reference rate for such fifth day, if the LIBOR reference rate on that London banking day is not within the LIBOR reference rate range, you will not receive any contingent interest in respect of those five days even if the LIBOR reference rate as actually calculated on any of those days were to be within the LIBOR reference rate range.
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§
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The index closing value for any day from and including the fifth index business day prior to the contingent interest payment date of a contingent interest payment period will be the index closing value for such fifth index business day. Because the index closing value for any day from and including the fifth index business day prior to the contingent interest payment date of a contingent interest payment period will be the index closing value for such fifth index business day, if the index closing value on that index business day is less than the index reference level, you will not receive any contingent interest in respect of those five days even if the index closing value as actually calculated on any of those days were to be greater than or equal to the index reference level.
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§
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If the LIBOR reference rate and/or the index closing value is not available for any reason on a calendar day (including weekends and holidays), the LIBOR reference rate and/or the index closing value, as applicable, will be the same as on the immediately preceding London banking day or index business day, respectively. Because days on which the LIBOR reference rate and/or index closing value are not available will be the same as on the immediately preceding London banking day or index business day, respectively, the relative weighting of such London banking day or index business day will be magnified for purposes of determining whether such day qualifies as an accrual day. Under these circumstances, if an immediately preceding London banking day or index business day is not an accrual day, each successive day on which the LIBOR reference rate and/or index closing value is not available will also not qualify as an accrual day. As a result, to the extent that such preceding London banking day or index business day is not an accrual day, such day will have a greater weight in determining the number of accrual days during an accrual period. This could adversely affect the amount of any variable quarterly coupon payment.
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§
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The historical performance of the LIBOR reference rate and the index are not an indication of future performance. Historical performance of the LIBOR reference rate and the index should not be taken as an indications of their future performance during the term of the notes. Changes in the levels of the LIBOR reference rate and the index will affect the trading price of the notes, but it is impossible to predict whether such levels will rise or fall.
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§
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The notes are subject to risks associated with both the LIBOR reference rate and the index, and may be negatively affected by adverse movements in either regardless of the performance of the other. The amount of any variable coupon payments you receive will depend on the performance of both the LIBOR reference rate and the index. It is impossible to predict whether the LIBOR reference rate and the index will rise or fall or what their relationship will be. The scenario in which the notes pay the greatest coupon is that in which both the LIBOR reference rate remains consistently within the LIBOR reference rate range and the index closing value remains consistently greater than or equal to the index reference level. In all other scenarios—(i) where the LIBOR reference rate remains consistently outside the LIBOR reference rate range, regardless of the level of the index; or (ii) where the index closing value remains consistently less than the index reference level, regardless of the LIBOR reference rate—the notes will pay little or no contingent interest.
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§
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The notes may be called for early redemption at our option after the first year of their term, which limits your ability to receive variable coupon payments if the LIBOR reference rate and index perform favorably. In determining whether to redeem the notes, we will consider various factors, including then current market contingent interest rates and our expectations about payments we will be required to make on the notes in the future. If we call the notes for early redemption, we will do so at a time that is advantageous to us and without regard to your interests. We are more likely to call the notes at a time when the LIBOR reference rate and index are performing favorably from your perspective and when we expect them to continue to do so. Therefore, although the notes offer variable coupon payments with the potential to result in a higher yield than the yield on our conventional debt securities of the same maturity, if the notes are paying that higher rate and we expect them to continue to do so, it is more likely that we would redeem the notes. Accordingly, the early redemption feature of the notes is likely to limit the benefits you receive from the variable coupon payments. If we exercise our early redemption right prior to maturity, you may not be able to reinvest your funds in another investment that provides a similar yield with a similar level of risk.
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§
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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 Underlyings, the payment of any amount due on the notes, including any applicable contingent coupon payments, if any, early redemption payment and payment at maturity, is subject to the credit risk of Credit Suisse. Investors are dependent on our ability to pay all amounts due on the 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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§
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Credit Suisse is subject to Swiss regulation. As a Swiss bank, Credit Suisse is subject to regulation by governmental agencies, supervisory authorities and self-regulatory organizations in Switzerland. Such regulation is increasingly more extensive and complex and subjects Credit Suisse to risks. For example, pursuant to Swiss banking laws, FINMA has broad powers and discretion in the case of resolution proceedings, which include the power to convert debt instruments and other liabilities of Credit Suisse into equity and/or cancel such liabilities in whole or in part.
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§
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The estimated value of the notes on the trade date may be less than the issue price. The initial estimated value of your notes on the trade date (as determined by reference to our pricing models and our internal funding rate) may be significantly less than the original issue price. The issue price 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).
On the trade 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 contingent 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.
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 at any time may not be comparable to estimated values of similar notes of other issuers.
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§
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You may suffer a loss on your investment in the notes, in real value terms. This is because inflation may cause the real value of the principal amount of your notes to be less at maturity than it is at the time you invest, and because an investment in the notes represents a forgone opportunity to invest in an alternative asset that does generate a positive real return. Any payment on the notes is subject to our ability to pay our obligations as they become due. You should carefully consider whether an investment that may not provide for any return on your investment, or may provide a return that is lower than the return on alternative investments, is appropriate for you.
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§
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We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities. Our affiliates may currently or from time to time engage in business with the issuers of the stocks that constitute the index, including extending loans to, making equity investments in or providing advisory services to such issuers. In the course of this business, we or our affiliates may acquire non-public information about such issuers, which we will not disclose to you. Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against such issuer that are available to them without regard to your interests.
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§
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Secondary Market Prices. If Credit Suisse (or an affiliate) bids for 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 Trade Date. The estimated value of the notes on the cover of this pricing supplement does not represent a minimum price at which we would be willing to buy the notes in the 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 our internal funding rate, customary bid and ask spreads and other transaction costs, changes
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in market conditions and any deterioration or improvement in our creditworthiness. In circumstances where our internal funding rate is lower than our secondary market credit spreads, our secondary market bid for your notes could be more favorable than what other dealers might bid because, assuming all else equal, we use the lower internal funding rate to price the notes and other dealers might use the higher secondary market credit spread to price them. Furthermore, assuming no change in market conditions from the Trade Date, the secondary market 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 in a secondary market transaction, 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 may repurchase the notes from such dealer.
We (or an affiliate) may initially post a bid 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.
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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The issuer, its subsidiaries or affiliates may publish research that could affect the market value of the notes. They also expect to hedge the issuer’s obligations under the notes. The issuer or one or more of their respective affiliates may, at present or in the future, publish research reports with respect to movements in interest rates generally or the LIBOR reference rate specifically, or with respect to the index. This research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of these activities may affect the market value of the notes. In addition, the issuer’s subsidiaries expect to hedge the issuer’s obligations under the notes and they may realize a profit from that expected hedging activity even if investors do not receive a favorable investment return under the terms of the notes or in any secondary market transaction.
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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 as agent of the issuer for the offering of the notes 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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The LIBOR reference rate will be affected by a number of factors. The LIBOR reference rate is influenced by a number of factors. The LIBOR reference rate is a short-term rate and, as such, is significantly affected by the policies of the Federal Reserve Board regarding interest rates. An increase in the Federal Reserve Board’s “federal funds target rate” has historically been associated with an increase in U.S. Dollar LIBOR rates. Because the notes would be adversely affected by an increase in the LIBOR reference rate above the LIBOR reference rate range, one significant risk of the notes is that the
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§
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The manner in which the LIBOR reference rate is calculated may change in the future. The method by which the LIBOR reference rate is calculated may change in the future, as a result of governmental actions, actions by the publisher of LIBOR or otherwise. We cannot predict whether the method by which U.S. Dollar LIBOR is calculated will change or what the impact of any such change might be. Any such change could affect the level of U.S. dollar LIBOR in a way that has a significant adverse effect on the notes.
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§
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Adjustments to the index could adversely affect the value of the notes. The publisher of the index can add, delete or substitute the stocks underlying the index, and can make other methodological changes required by certain events relating to the underlying stocks, such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary dividends, that could change the value of the index. Any of these actions could adversely affect the value of the notes. The publisher of the index may discontinue or suspend calculation or publication of the 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 index. The calculation agent could have an economic interest that is different than that of investors in the notes insofar as, for example, the calculation agent is permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates. If the calculation agent determines that there is no appropriate successor index, on any day on which the index closing value is to be determined, the index closing value for such day will be based on the stocks underlying the discontinued index at the time of such discontinuance, without rebalancing or substitution, computed by the calculation agent, in accordance with the formula for calculating the index closing value last in effect prior to discontinuance of the index.
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§
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You have no shareholder rights. As an investor in the notes, you will not have voting rights, rights to receive dividends or other distributions or any other rights with respect to the stocks that underlie the index.
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§
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Investing in the notes is not equivalent to investing in the index or the stocks underlying the index. Investing in the notes is not equivalent to investing in the index or its component stocks.
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§
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Hedging and trading activity by our subsidiaries could potentially adversely affect the value of the index. One or more of our subsidiaries expect to carry out hedging activities related to the notes (and possibly to other instruments linked to the index or its component stocks), including trading in the stocks underlying the index as well as in other instruments related to the index. Some of our subsidiaries also trade in the stocks underlying the index and other financial instruments related to the index on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities could potentially decrease the index closing value, thus increasing the risk that the index closing value will be less than the index reference level during the term of the notes.
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·
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If (i) fewer than two offered rates appear or (ii) no rate appears and the Designated LIBOR Page by its terms provides only for a single rate, then the calculation agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the calculation agent, after consultation with us, to provide the calculation agent with its offered quotation for deposits in the dollars for the period of six months commencing on the second London banking day immediately following the contingent interest determination date commencing on that contingent interest determination date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that contingent interest determination date and in a principal amount that is representative of a single transaction in dollars in that market at that time. If at least two quotations are provided, LIBOR determined on that contingent interest determination date will be the arithmetic mean of those quotations.
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·
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If fewer than two quotations are provided, as described in the prior paragraph, LIBOR will be determined for the applicable contingent interest determination date as the arithmetic mean of the rates quoted at approximately 11:00 a.m. by three major banks in London, U.K., for loans in the dollars to leading European banks, for the period of six months commencing on the second London banking day immediately following that contingent interest determination date and in a principal amount that is representative of a single transaction in dollars in that market at that time.
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·
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If the banks so selected by the calculation agent are not quoting as set forth above, LIBOR for that contingent interest determination date will remain LIBOR for the immediately preceding contingent interest determination date.
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