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424B2 Form - Prospectus [Rule 424(b)(2)] - CREDIT SUISSE AG (0001053092) (Filer)

424B21dp114292_424b2-t1694.htmFORM 424B2

 

PRICING SUPPLEMENT No. T1694
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-218604-02
Dated October 9, 2019

Credit Suisse AG $15,000,000 Step DownTrigger Autocallable Notes

Linked to the performance of the Least Performing Underlyingamong the Common Stock of Amazon.com, Inc., the Class A Common Stock of Facebook, Inc. and the Common Stock of JPMorgan Chase& Co. due on October 15, 2024

Investment Description

Step Down Trigger Autocallable Notes (the “Notes”)are senior, unsecured obligations of Credit Suisse AG, acting through its London branch (“Credit Suisse” or the “Issuer”)linked to the performance of the Least Performing Underlying among the common stock of Amazon.com, Inc., the Class A common stockof Facebook, Inc. and the common stock of JPMorgan Chase & Co. (each an “Underlying” and together the “Underlyings”).If the closing level of each Underlying is (i) equal to or greater than its respective Initial Underlying Level on one of thefirst four Observation Dates or (ii) equal to or greater than its respective Downside Threshold on the Final Valuation Date, CreditSuisse will automatically call the Notes on the immediately following Call Settlement Date and pay you a cash payment per Noteequal to the principal amount of your Notes plus the applicable Call Return (the “Call Price”). No further amountswill be owed to you under the Notes after an automatic call. The Call Return applicable to each Call Settlement Date increasesbased on the Call Return Rate. If the Notes are not called prior to maturity, a Trigger Event will have occurred, meaning at leastone Underlying closed below its Downside Threshold on the Final Valuation Date, and Credit Suisse will pay you less than the fullprincipal amount of your Notes, if anything, resulting in a loss on your principal that is proportionate to the depreciation ofthe Underlying with the greatest percentage decline from its Initial Underlying Level to its Final Underlying Level (the “LeastPerforming Underlying”). In that case, you will lose a substantial portion and possibly all of your investment. Investingin the Notes involves significant risks. Higher call return rates are generally associated with a greater risk of loss. You willlose all or a substantial portion of your investment if the Notes are not called. You will be exposed to the market risk of eachUnderlying individually and any decline in the level of one Underlying may negatively affect your return and will not be offsetor mitigated by a lesser decline or any potential increase in the level of the other Underlying. The Downside Threshold is observedonly on the Final Valuation Date and the contingent repayment of principal applies only if you hold the Notes to maturity. Anypayment on the Notes, including any repayment of principal, is subject to the ability of Credit Suisse to pay its obligationsas they become due. If Credit Suisse were to default on its obligations, you may not receive any amounts owed to you under theNotes.

Features   Key Dates

  Automatically Callable — If the closing level of each Underlying is (i) equal to or greater than its respective Initial Underlying Level on one of the first four Observation Dates or (ii) equal to or greater than its respective Downside Threshold on the Final Valuation Date, Credit Suisse will automatically call the Notes and pay you a cash payment per Note equal to the Call Price for the applicable Observation Date and no further payments will be made on the Notes. If the Notes are not called, a Trigger Event will have occurred and investors will be exposed to any depreciation of the Least Performing Underlying at maturity.

  Contingent Downside Exposureat Maturity — If a Trigger Event occurs, meaning the Final Underlying Level of any Underlying is less than its respectiveDownside Threshold, Credit Suisse will pay you less than your principal amount, if anything, resulting in a loss of your principalthat will be proportionate to the full depreciation of the Least Performing Underlying from its Initial Underlying Level to itsFinal Underlying Level. The Downside Threshold is observed on the Final Valuation Date and the contingent repayment of your principalapplies only at maturity. Any payment on the Notes, including any repayment of principal, is subject to the ability of CreditSuisse to pay its obligations as they become due.

Strike Date October 8, 2019
Trade Date October 9, 2019
Settlement Date* October 15, 2019
Observation Dates**

Annually (beginning after 1 year)

(see page 4)

Final Valuation Date** October 9, 2024
Maturity Date** October 15, 2024
*    We expect to deliver the Notes against payment for the Notes on the Settlement Date indicated herein, which may be a date that is greater or less than two business days following the Trade Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, if the Settlement Date is more than two business days after the Trade Date, purchasers who wish to transact in the Notes more than two business days prior to the Settlement Date will be required to specify alternative settlement arrangements to prevent a failed settlement.  
**  Subject to postponement as set forth in any accompanying product supplement under “Description of the Securities—Postponement of calculation dates.” If the Maturity Date is not a business day, the Redemption Amount will be payable on the first following business day, unless that business day falls in the next calendar month, in which case payment will be made on the first preceding business day.

THENOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE ISSUER IS NOT NECESSARILY OBLIGATED TO PAY THE FULL PRINCIPALAMOUNT OF THE NOTES AT MATURITY, AND THE NOTES CAN EXPOSE YOUR INVESTMENT TO THE FULL DEPRECIATION OF THE LEAST PERFORMING UNDERLYING.THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF CREDIT SUISSE. YOU SHOULD NOT PURCHASETHE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES. YOU SHOULDCAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS” BEGINNING ON PAGE 7 AND UNDER “RISK FACTORS”BEGINNING ON PAGE PS-3 OF ANY ACCOMPANYING PRODUCT SUPPLEMENT BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS,OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES. YOU MAY LOSE allor a substantial portion OF YOUR INITIAL INVESTMENT IN THE NOTES. THE NOTES WILL NOT BE LISTED ON ANY EXCHANGe.

Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of the Notes or passed upon the accuracy or the adequacy of thispricing supplement or any accompanying product supplement, the prospectus supplement and the prospectus. Any representation tothe contrary is a criminal offense.

Note Offering

These key terms relate to Notes linked to the performance ofthe Least Performing Underlying among the Underlyings set forth in the table below. The Notes are offered at a minimum investmentof 100 Notes at $10 per Note (representing a $1,000 investment), and integral multiples of $10 in excess thereof.

Underlyings Tickers Call Return Rate*** Initial Underlying Levels Downside Thresholds CUSIP ISIN
Common stock of Amazon.com, Inc. AMZN UW <Equity> 13.90% per annum    $1,705.51 $852.76 (Approximately 50% of the Initial Underlying Level) 22550K442 US22550K4426
Class A common stock of Facebook, Inc. FB UW <Equity>    $177.75 $88.88 (Approximately 50% of the Initial Underlying Level)
Common stock of JPMorgan Chase & Co. JPM UN <Equity>    $111.82 $55.91 (50% of the Initial Underlying Level)

*** If the Notes are called, your Call Return will be basedon which potential Call Settlement Date the Notes are called.

Credit Suisse currently estimates the value of each $10 principalamount of the Notes on the Trade Date is $9.905 (as determined by reference to our pricing models and the rate we are currentlypaying to borrow funds through issuance of the Notes (our “internal funding rate”)). See “Key Risks” inthis pricing supplement.

See “Additional Information about Credit Suisse andthe Notes” on page 2. The Notes will have the terms set forth in any accompanying product supplement, prospectus supplementand prospectus and this pricing supplement.

The Notes are not deposit liabilities and are not insured orguaranteed by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Switzerland orany other jurisdiction.

Offering of Notes Price to Public Underwriting Discount and Commissions(1) Proceeds to Credit Suisse AG
  Total Per Note Total Per Note Total Per Note
Notes linked to the performance of the Least Performing Underlying among the common stock of Amazon.com, Inc., the Class A common stock of Facebook, Inc. and the common stock of JPMorgan Chase & Co. $15,000,000 $10 $112,500 $0.075 $14,887,500 $9.925

(1) UBS Financial Services Inc. will act as distributor forthe Notes. The distributor will receive a fee from Credit Suisse or one of our affiliates of $0.075 per $10 principal amount ofNotes. For more detailed information, please see “Supplemental Plan of Distribution” in this pricing supplement.

UBS Financial Services Inc.

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Additional Information about Credit Suisse and the Notes

You should read this pricing supplement together with the productsupplement dated June 30, 2017, the prospectus supplement dated June 30, 2017 and the prospectus dated June 30, 2017, relatingto our Medium-Term Notes of which these Notes are a part. You may access these documents on the SEC website at www.sec.gov as follows(or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

 

¨ProductSupplement No. I–A dated June 30, 2017:
http://www.sec.gov/Archives/edgar/data/1053092/000095010317006315/dp77780_424b2-ia.htm

 

¨ProspectusSupplement and Prospectus dated June 30, 2017:
http://www.sec.gov/Archives/edgar/data/1053092/000104746917004364/a2232566z424b2.htm

 

Our Central Index Key, or CIK, on the SEC website is 1053092.As used in this pricing supplement, “we,” “us,” or “our” refers to Credit Suisse.

 

The Notes are senior, unsecured obligations of Credit Suisseand will rank pari passu with all of our other senior unsecured obligations.

 

In the event the terms of the Notes described in this pricingsupplement differ from, or are inconsistent with, the terms described in any product supplement, the prospectus supplement or prospectus,the terms described in this pricing supplement will control.

 

This pricing supplement, together with the documents listed above,contains the terms of the Notes and supersedes all other prior or contemporaneous oral statements as well as any other writtenmaterials including preliminary or indicative pricing terms, fact sheets, correspondence, trade ideas, structures for implementation,sample structures, brochures or other educational materials of ours. We may, without the consent of the registered holder of theNotes and the owner of any beneficial interest in the Notes, amend the Notes to conform to its terms as set forth in this pricingsupplement and the documents listed above, and the trustee is authorized to enter into any such amendment without any such consent.You should carefully consider, among other things, the matters set forth in “Key Risks” in this pricing supplementand “Risk Factors” in any accompanying product supplement, “Foreign Currency Risks” in the accompanyingprospectus, and any risk factors we describe in the combined Annual Report on Form 20-F of Credit Suisse Group AG and us incorporatedby reference therein, and any additional risk factors we describe in future filings we make with the SEC under the Securities ExchangeAct of 1934, as amended, as the Notes involve risks not associated with conventional debt securities. You should consult your investment,legal, tax, accounting and other advisors before deciding to invest in the Notes.

 

Prohibition of Sales to EEA Retail Investors

 

The Notes may not be offered, sold or otherwise madeavailable to any retail investor in the European Economic Area. For the purposes of this provision:

(a) the expression “retail investor” meansa person who is one (or more) of the following:

(i) a retail client as defined in point (11) ofArticle 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

(ii) a customer within the meaning of Directive2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFIDII; or

(iii) not a qualified investor as defined in Directive2003/71/EC; and

(b) the expression “offer” includes the communicationin any form and by any means of sufficient information on the terms of the offer and the Notes offered so as to enable an investorto decide to purchase or subscribe the Notes.

 

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Investor Suitability

The Notes may be suitable for you if:   The Notes may not be suitable for you if:

¨   You fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment.

 

¨   You can tolerate a loss of all or a substantial portion of your investment and you are willing to make an investment that may be exposed to any depreciation of the Least Performing Underlying.

 

¨   You understand that your return will be based on the Underlying Return of the Least Performing Underlying, you will not benefit from the performance of any other Underlying, and you will be fully exposed to the risk of fluctuations in the level of each Underlying.

 

¨   You believe the closing level of each Underlying will be equal to or greater than its respective Initial Underlying Level on one of the first four Observation Dates, or you believe a Trigger Event will not occur, meaning each Underlying will close at or above its respective Downside Threshold on the Final Valuation Date.

 

¨   You understand and accept that you will not participate in any appreciation in the levels of the Underlyings, which may be significant, and that your potential return is limited to the applicable Call Return, if any, and you are willing to invest in the Notes based on the Call Return Rate specified on the cover hereof.

 

¨   You are willing to invest in the Notes based on the Downside Threshold specified on the cover hereof.

 

¨   You are willing to forgo any dividends paid on the equity securities included in the Underlyings.

 

¨   You do not seek current income from your investment.

 

¨   You are willing to invest in notes that are subject to potential Automatic Call after one year, and you are otherwise willing to hold such notes to maturity and you accept that there may be little or no secondary market for the Notes.

 

¨   You understand and accept the risks associated with the Underlyings.

 

¨   You are willing to assume the credit risk of Credit Suisse for all payments under the Notes, and you understand that the paymentof any amount due on the Notes is subject to the credit risk of Credit Suisse.

 

¨   You do not fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment.

 

¨   You seek an investment designed to provide a full return of principal at maturity.

 

¨   You cannot tolerate a loss of all or a substantial portion of your investment, and you are unwilling to make an investment that may be exposed to any depreciation of the Least Performing Underlying.

 

¨   You are unwilling to accept that your return will be based on the Least Performing Underlying, you will not benefit from the performance of any other Underlying and you will be fully exposed to the risk of fluctuations in the level of each Underlying.

 

¨   You believe that any one of the Underlyings will close below its respective Initial Underlying Level on one of the first four Observation Dates, or you believe a Trigger Event will occur, meaning the closing level of any one of the Underlyings will be below its respective Downside Threshold on the Final Valuation Date.

 

¨   You seek an investment that participates in the full appreciation in the levels of the Underlyings, and whose return is not limited. You are unwilling to invest in the Notes based on the Call Return Rate specified on the cover hereof.

 

¨   You are unwilling to invest in the Notes based on the Downside Threshold specified on the cover hereof.

 

¨   You seek current income from your investment.

 

¨   You prefer to receive the dividends paid on the equity securities included in the Underlyings.

 

¨   You are unable or unwilling to hold notes that are subject to potential Automatic Call after one year or are otherwise unable or unwilling to hold such notes to maturity, or you seek an investment for which there will be an active secondary market for the Notes.

 

¨   You do not understand or accept the risks associated with the Underlyings.

 

¨   You are unwilling to assume the credit risk of Credit Suisse for all payments under the Notes.

 

The suitability considerations identified above are not exhaustive.Whether or not the Notes are a suitable investment for you will depend on your individual circumstances and you should reach aninvestment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered thesuitability of an investment in the Notes in light of your particular circumstances. You should also review carefully the “KeyRisks” beginning on page 7 of this pricing supplement for risks related to an investment in the Notes. For more informationon the Underlyings, see “The Underlyings” in this pricing supplement.

 

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Key Terms

Issuer Credit Suisse AG (“Credit Suisse”), acting through its London branch.
Reference Share Issuer: For each Underlying, the issuer of such Underlying.
Principal
Amount
$10 per Note
Term(1) Approximately five years, unless called earlier. In the event that we make any change to the expected Settlement Date, the calculation agent may adjust (i) the Observation Dates to ensure that the term between each Observation Date remains the same and/or (ii) the Final Valuation Date and Maturity Date to ensure that the stated term of the Notes remains the same.
Underlyings The common stock of Amazon.com, Inc., the Class A common stock of Facebook, Inc. and the common stock of JPMorgan Chase & Co.
Automatic Call Feature If the closing level of each Underlying is (i) equal to or greater than its respective Initial Underlying Level on one of the first four Observation Dates or (ii) equal to or greater than its respective Downside Threshold on the Final Valuation Date, Credit Suisse will automatically call the Notes and pay you a cash payment per Note equal to the Call Price for the applicable Observation Date. No further payments will be made on the Notes after an automatic call.
Call Settlement Date Three business days following the relevant Observation Date, except that the Call Settlement Date for the Final Valuation Date is the Maturity Date. If any Call Settlement Date is not a business day, the Call Price will be payable on the first following business day, unless that business day falls in the next calendar month, in which case payment will be made on the first preceding business day. Each subject to postponement as described in any accompanying product supplement under “Description of the Securities—Postponement of calculation dates.”
Call Return The Call Return increases the longer the Notes are outstanding and is based upon a rate of 13.90% per annum (the “Call Return Rate”).
Call Price The Call Price equals the principal amount per Note plus the applicable Call Return.
The table below reflects the Call Return Rate of 13.90% per annum. These numbers have been rounded for ease of analysis.

Observation Dates Call Settlement Dates Call Return Call Price
(per Note)
October 19, 2020 October 22, 2020 13.90% $11.39
October 12, 2021 October 15, 2021 27.80% $12.78

October 12, 2022 October 17, 2022 41.70% $14.17
October 11, 2023 October 16, 2023 55.60% $15.56
October 9, 2024 October 15, 2024 69.50% $16.95

Trigger Event

A Trigger Event will occur if the Final Underlying Levelof any Underlying is less than its respective Downside Threshold.

In this case, you will not receive the final Call Price and will be fully exposed to any depreciation in the level of the Least Performing Underlying from the Trade Date to the Final Valuation Date.

Payment
at
Maturity (per Note)

If the Notes are not automatically called, a TriggerEvent will have occurred and on the Maturity Date, Credit Suisse will pay you less than the principal amount of your Notes,if anything, resulting in a loss on your initial investment that is proportionate to the Underlying Return of the Least PerformingUnderlying, for an amount equal to:

$10 + ($10 × Underlying Returnof the Least Performing Underlying) 

You will lose all or a substantial portion of your principal amount if the Notes are not called.

Least Performing Underlying The Underlying with the lowest Underlying Return.
Underlying Return

For each Underlying, calculated as follows:

Final Underlying Level –Initial Underlying Level
Initial Underlying Level

Downside Threshold A percentage of the Initial Underlying Level of each Underlying, as specified on the cover of this pricing supplement.
Initial Underlying Level For each Underlying, the closing level of such Underlying on the Strike Date, as specified on the cover of this pricing supplement.
Final Underlying Level The closing level of each Underlying on the Final Valuation Date, as determined by the calculation agent.
Observation Dates The first Observation Date will occur on October 19, 2020. Observation Dates will occur annually thereafter as listed in the “Observation Dates/Call Settlement Dates” table above.  The final Observation Date, October 9, 2024, will be the “Final Valuation Date.” Each is subject to postponement as described in any accompanying product supplement under “Description of the Securities—Postponement of calculation dates.”

 

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Supplemental Terms of the Notes

 

For purposes of the Notes offered by this pricing supplement,all references to each of the following defined terms used in any accompanying product supplement will be deemed to refer to thecorresponding defined term used in this pricing supplement, as set forth in the table below:

 

ProductSupplement Defined Term

PricingSupplement Defined Term 

 
Knock-In Level Downside Threshold  
Knock-In Event Trigger Event  
Lowest Performing Underlying Least Performing Underlying  
Valuation Date Final Valuation Date  
Initial Level Initial Underlying Level  
Final Level Final Underlying Level  

 

Investment Timeline

Strike Date The Call Return Rate is set, the Initial Underlying Level of each Underlying is observed and the Downside Threshold for each Underlying is determined.
   
Annually, beginning after 1 year (including the Final Valuation Date) The Notes will be called if the closing level of each Underlying is (i) equal to or greater than its respective Initial Underlying Level on one of the first four Observation Dates or (ii) equal to or greater than its respective Downside Threshold on the Final Valuation Date. If the Notes are called, Credit Suisse will pay you a cash payment per Note equal to the Call Price for the applicable Call Settlement Date, which is $10 plus the applicable Call Return.
   
Maturity Date

TheFinal Underlying Level of each Underlying is observed on the Final Valuation Date.

Ifthe Notes have not been called, a Trigger Event will have occurred and Credit Suisse will pay you less than the principal amountof your Notes, if anything, resulting in a loss on your initial investment proportionate to the depreciation of the Least PerformingUnderlying from its Initial Underlying Level to its Final Underlying Level, for an amount equal to:

$10+ ($10 × Underlying Return of the Least Performing Underlying)
per Note

 

INVESTING IN THE NOTESINVOLVES SIGNIFICANT RISKS. YOU MAY LOSE ALL OR A SUBSTANTIAL PORTION OF YOUR PRINCIPAL AMOUNT. ANY PAYMENT ON THE NOTES, INCLUDINGANY REPAYMENT OF

 

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PRINCIPAL, IS SUBJECT TO CREDIT SUISSE’SABILITY TO PAY ITS OBLIGATIONS AS THEY BECOME DUE. IF CREDIT SUISSE WERE TO DEFAULT ON ITS OBLIGATIONS, YOU MAY NOT RECEIVE ANYAMOUNTS OWED TO YOU UNDER THE NOTES.

 

You will be exposed tothe market risk of each Underlying individually and any decline in the level of one Underlying may negatively affect your returnand will not be offset or mitigated by a lesser decline or any potential increase in the level of the other Underlying.

 

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KeyRisks

An investment in the offering of the Notes involves significantrisks. Investing in the Notes is not equivalent to investing in the Underlyings. Some of the risks that apply to the Notes aresummarized below, but we urge you to read the more detailed explanation of risks relating to the Notes in the “Risk Factors”section of any accompanying product supplement. We also urge you to consult your investment, legal, tax, accounting and other advisorsbefore you invest in the Notes.

 

¨You may receive less than the principal amountat maturity — If the Notes are not automatically called, a Trigger Event will have occurred and you will receive lessat maturity than you originally invested in the Notes. If the Final Underlying Level of any Underlying is less than its respectiveDownside Threshold, you will be fully exposed to any depreciation in the Least Performing Underlying and will incur a loss proportionateto the Underlying Return of the Least Performing Underlying. In this case, at maturity, the amount Credit Suisse will pay you willbe less than the principal amount of the Notes and you could lose your entire investment. It is not possible to predict whethera Trigger Event will occur, and in the event that there is a Trigger Event, by how much the Final Underlying Level of the LeastPerforming Underlying will decrease in comparison to its Initial Underlying Level. Any payment on the Notes is subject to our abilityto pay our obligations as they become due.

 

¨Regardless of the amount of any payment you receiveon the Notes, your actual yield may be different in real value terms — Inflation may cause the real value of any paymentyou receive on the Notes to be less at maturity than it is at the time you invest. An investment in the Notes also represents aforgone opportunity to invest in an alternative asset that generates a higher real return. You should carefully consider whetheran investment that may result in a return that is lower than the return on alternative investments is appropriate for you.

 

¨The Notes are subject to the credit risk of CreditSuisse — Investors are dependent on our ability to pay all amounts due on the Notes and, therefore, if we were to defaulton our obligations, you may not receive any amounts owed to you under the Notes. 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 adverselyaffect the value of the Notes prior to maturity.

 

¨Your potential return on the Notes will not exceedthe Call Return — If called, the return potential of the Notes is limited to the applicable Call Return regardless ofany appreciation of any Underlying. In addition, because the Call Return increases the longer the Notes have been outstanding,the Call Price payable with respect to earlier Observation Dates is less than the Call Price with respect to later ObservationDates. The earlier a Note is called, the lower your return will be. In addition, if called, you may not be able to reinvest insimilar securities with similar terms as the Notes due to market conditions at the time of the automatic call. If the Notes arenot called, a Trigger Event will have occurred and you will be subject to the decline in the level of the Least Performing Underlyingeven though you will not participate in any potential appreciation of any Underlying.

 

¨No interest payments TheNotes do not pay interest. You may lose all or a substantial portion of your investment at maturity depending on the performanceof the Least Performing Underlying.

 

¨The probability that the Final Underlying Levelof the Least Performing Underlying will be less than its Downside Threshold will depend on the volatility of such Underlying— “Volatility” refers to the frequency and magnitude of changes in the level of an Underlying. The greater theexpected volatility with respect to an Underlying on the Trade Date, the higher the expectation as of the Trade Date that the FinalUnderlying Level of such Underlying could be less than its Downside Threshold, indicating a higher expected risk of loss on theNotes. The terms of the Notes are set, in part, based on expectations about the volatility of each Underlying as of the Trade Date.The volatility of each Underlying can change significantly over the term of the Notes. The levels of the Underlyings could fallsharply, which could result in a significant loss of principal. You should be willing to accept the downside market risk of theUnderlyings and the potential to lose a significant amount of your principal at maturity.

 

¨Because the Notes are linked to the performanceof more than one Underlying, there is a greater risk of the Notes not being called, the Call Price not being paid and of you sustaininga significant loss on your investment — The risk that the Notes will not be called, you will not receive the Call Priceand you will lose all or a substantial portion of your initial investment in the Notes at maturity is greater if you invest inthe Notes as opposed to substantially similar Notes that are linked to the performance of fewer Underlyings. With more than

 

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one Underlying, it is more likelythat the closing level of any Underlying will be less than its respective Initial Underlying Level on any Observation Date beforethe Final Valuation Date or less than its respective Downside Threshold on the Final Valuation Date. Therefore it is more likelythat the Notes will not be called, you will not receive the Call Price and that you will suffer a significant loss on your investmentat maturity.

 

In addition, movements in the valuesof the Underlyings may be correlated or uncorrelated at different times during the term of the Notes, and such correlation (orlack thereof) could have an adverse effect on your return on the Notes. The correlation of a pair of Underlyings represents a statisticalmeasurement of the degree to which the ratios of the returns of those Underlyings were similar to each other over a given periodof time. The correlation between a pair of Underlyings is scaled from 1.0 to -1.0, with 1.0 indicating perfect positive correlation(i.e., the value of both Underlyings are increasing together or decreasing together and the ratio of their daily returns has beenconstant), 0 indicating no correlation (i.e., there is no statistical relationship between the daily returns of that pair of Underlyings)and -1.0 indicating perfect negative correlation (i.e., as the value of one Underlying increases, the value of the other Underlyingdecreases and the ratio of their daily returns has been constant).

 

The lower (or more negative) thecorrelation between two Underlyings, the less likely it is that those Underlyings will move in the same direction and, therefore,the greater the potential for one of those Underlyings to close below its respective Initial Underlying Level on one of the firstfour Observation Dates or its respective Downside Threshold on the Final Valuation Date. This is because the less positively correlateda pair of Underlyings are, the greater the likelihood that at least one of the Underlyings will decrease in value. This resultsin a greater potential for the Notes not to be called, the Call Price not to be paid during the term of the Notes and for a lossof principal at Maturity. However, even if two Underlyings have a higher positive correlation, one or both of those Underlyingsmight close below its respective Initial Underlying Level on one of the first four Observation Dates or its respective DownsideThreshold on the Final Valuation Date, as both of those Underlyings may decrease in value together.

 

Credit Suisse determines the CallReturn Rate for the Notes based, in part, on the correlation among the Underlyings, calculated using internal models at the timethe terms of the Notes are set. As discussed above, increased risk resulting from lower correlation will be reflected in a higherCall Return Rate than would be payable on securities that have a higher degree of correlation.

 

¨Your return will be based on the individual returnof each Underlying — Unlike securities linked to a basket of Underlyings, the Notes will be linked to the individualperformance of each Underlying. Because the Notes are not linked to a basket, in which case the risk is mitigated and diversifiedamong all of the components of a basket, you will be exposed to the risk of fluctuations in the levels of the Underlyings to thesame degree for each Underlying. The amount payable on the Notes, if any, depends on the performance of the lowest performing Underlyingregardless of the performance of any other Underlying. You will bear the risk that any of the Underlyings will perform poorly.

 

¨No affiliation with any Reference Share Issuer— We are not affiliated with any Reference Share Issuer. You should make your own investigation into each Underlying andeach Reference Share Issuer. In connection with the offering of the Notes, neither we nor our affiliates have participated in thepreparation of any publicly available documents or made any due diligence inquiry with respect to any Reference Share Issuer.

 

¨Hedging and trading activity — We, anydealer or any of our or their respective affiliates may carry out hedging activities related to the Notes, including in the Underlyingsor instruments related to the Underlyings. We, any dealer or any of our or their respective affiliates may also trade in the Underlyingsor instruments related to the Underlyings from time to time. Any of these hedging or trading activities on or prior to the TradeDate and during the term of the Notes could adversely affect our payment to you at maturity.

 

¨Theestimated value of the Notes on the Trade Date is less than the Price to Public — The initial estimated valueof your Notes on the Trade Date (as determined by reference to our pricing models and our internal funding rate) is less thanthe original Price to Public. The Price to Public of the Notes includes any discounts or commissions as well as transaction costssuch as expenses incurred to create, document and market the Notes and the cost of hedging our risks as issuer of the Notes throughone or more of our affiliates (which includes a projected profit). These costs will be effectively borne by you as an investorin the Notes. These amounts will be retained by Credit Suisse or our affiliates in connection with our structuring and offeringof the Notes (except to the extent discounts or commissions are reallowed to other broker-dealers or any costs are paid

 

8 

tothird parties).

On the Trade Date, we value the components of the Notesin accordance with our pricing models. These include a fixed income component valued using our internal funding rate, and individualoption components valued using mid-market pricing. As such, the payout on the Notes can be replicated using a combination of thesecomponents and the value of these components, as determined by us using our pricing models, will impact the terms of the Notesat issuance. Our option valuation models are proprietary. Our pricing models 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 proveto be incorrect.

 

BecauseCredit Suisse’s pricing models may differ from other issuers’ valuation models, and because funding rates taken intoaccount 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 securities of other issuers.

 

¨Effect of interest rate used in structuring theNotes — The internal funding rate we use in structuring securities suchas these Notes is typically lower than the interest rate that is reflected in the yield on our conventional debt securities ofsimilar maturity in the secondary market (our “secondary market credit spreads”).  If on the Trade Date our internalfunding rate is lower than our secondary market credit spreads, we expect that the economic terms of the Notes will generally beless favorable to you than they would have been if our secondary market credit spread had been used in structuring the Notes. Wewill also use our internal funding rate to determine the price of the Notes if we post a bid to repurchase your Notes in secondarymarket transactions. See “—Secondary Market Prices” below.

 

¨Secondary market prices  — IfCredit Suisse (or an affiliate) bids for your Notes in secondary market transactions, which we are not obligated to do, the secondarymarket price (and the value used for account statements or otherwise) may be higher or lower than the Price to Public and the estimatedvalue of the Notes on the Trade Date. The estimated value of the Notes on the cover of this pricing supplement does not representa minimum price at which we would be willing to buy the Notes in the secondary market (if any exists) at any time. The secondarymarket price of your Notes at any time cannot be predicted and will reflect the then-current estimated value determined by referenceto our pricing models and other factors. These other factors include our internal funding rate, customary bid and ask spreads andother transaction costs, changes in market conditions and any deterioration or improvement in our creditworthiness. In circumstanceswhere our internal funding rate is lower than our secondary market credit spreads, our secondary market bid for your Notes couldbe more favorable than what other dealers might bid because, assuming all else equal, we use the lower internal funding rate toprice the Notes and other dealers might use the higher secondary market credit spread to price them. Furthermore, assuming no changein market conditions from the Trade Date, the secondary market price of your Notes will be lower than the Price to Public becauseit will not include any discounts or commissions and hedging and other transaction costs. If you sell your Notes to a dealer ina secondary market transaction, the dealer may impose an additional discount or commission, and as a result the price you receiveon 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 estimatedvalue of the Notes. That higher price reflects our projected profit and costs that were included in the Price to Public, and thathigher price may also be initially used for account statements or otherwise. We (or our affiliate) may offer to pay this higherprice, for your benefit, but the amount of any excess over the then-current estimated value will be temporary and is expected todecline over a period of approximately five months.

The Notes are not designed to be short-term trading instruments and any sale prior to maturity could result in a substantial lossto you. You should be willing and able to hold your Notes to maturity.

 

¨Credit Suisse is subject to Swiss regulation— As a Swiss bank, Credit Suisse is subject to regulation by governmental agencies, supervisory authorities and self-regulatoryorganizations in Switzerland. Such regulation is increasingly more extensive and complex and subjects Credit Suisse to risks. Forexample, pursuant to Swiss banking laws, the Swiss Financial Market Supervisory Authority (FINMA) may open resolution proceedingsif there are justified concerns that Credit Suisse is over-indebted, has serious liquidity problems or no longer fulfills capitaladequacy requirements. FINMA has broad powers and discretion in the case of resolution proceedings, which include the power toconvert debt instruments and other liabilities of Credit Suisse into equity and/or cancel such liabilities in whole or in part.If one or more of these measures were imposed, such measures may adversely affect

 

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the terms andmarket value of the Notes and/or the ability of Credit Suisse to make payments thereunder and you may not receive any amounts owedto you under the Notes.

 

¨Lack of liquidity — The Noteswill not be listed on any securities exchange. Credit Suisse (or its affiliates) intends to offer to purchase the Notes in thesecondary market but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allowyou to trade or sell the Notes when you wish to do so. Because other dealers are not likely to make a secondary market for theNotes, 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 soor you may have to sell them at a substantial loss. The full repayment of principal is contingent upon an Automatic Call. Becausea Trigger Event is determined by observing the Downside Thresholds only on the Final Valuation Date, if you are able to sell yourNotes prior to maturity in the secondary market, you may have to sell them at a loss even if the levels of all of the Underlyingsare above their respective Downside Thresholds at that time.

 

¨Potential conflicts — We and our affiliatesplay a variety of roles in connection with the issuance of the Notes, including acting as calculation agent, hedging our obligationsunder the Notes and determining their estimated value. In performing these duties, the economic interests of us and our affiliatesare potentially adverse to your interests as an investor in the Notes. Further, hedging activities may adversely affect any paymenton or the value of the Notes. Any profit in connection with such hedging activities will be in addition to any other compensationthat we and our affiliates receive for the sale of the Notes, which creates an additional incentive to sell the Notes to you. Weand/or our affiliates may also currently or from time to time engage in business with the Reference Share Issuers, including extendingloans to, or making equity investments in, the Reference Share Issuers or providing advisory services to the Reference Share Issuers.In addition, one or more of our affiliates may publish research reports or otherwise express opinions with respect to the ReferenceShare Issuers and these reports may or may not recommend that investors buy or hold the Underlyings. As a prospective purchaserof the Notes, you should undertake an independent investigation of the Reference Share Issuers that in your judgment is appropriateto make an informed decision with respect to an investment in the Notes.

 

¨Unpredictable economic and market factors willaffect the value of the Notes — The payout on the Notes can be replicated using a combination of the components describedin “The estimated value of the Notes on the Trade Date is less than the Price to Public.” Therefore, in addition tothe level of any Underlying, the terms of the Notes at issuance and the value of the Notes prior to maturity may be influencedby factors that impact the value of fixed income securities and options in general, such as:

 

othe expected and actual volatility of the Underlyings;

 

othe expected and actual correlation, if any, between the Underlyings;

 

othe time to maturity of the Notes;

 

othe dividend rate on the Underlyings;

 

ointerest and yield rates in the market generally;

 

oinvestors expectations with respect to the rate of inflation;

 

oevents affecting companies engaged in the industries of the Reference Share Issuers;

 

ogeopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Underlyings or marketsgenerally and which may affect the levels of the Underlyings; and

 

oour creditworthiness, including actual or anticipated downgrades in our credit ratings.

 

Some or all of these factors mayinfluence the price that you will receive if you choose to sell your Notes prior to maturity, and such price could be less thanyour initial investment and significantly different than the amount expected at maturity. The impact of any of the factors setforth above may enhance or offset some or all of any change resulting from another factor or factors.

 

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¨No ownership rights inthe Underlyings — Your return on the Notes will not reflect the return you would realize if you actually owned sharesof the Underlyings. The return on your investment is not the same as the total return based on a purchase of shares of the Underlyings.

 

¨No dividend payments orvoting rights — As a holder of the Notes, you will not have any ownership interest or rights in the Underlyings, suchas voting rights or dividend payments. In addition, the issuers of the Underlyings will not have any obligation to consider yourinterests as a holder of the Notes in taking any corporate action that might affect the value of the Underlyings and therefore,the value of the Notes.

 

¨Anti-dilution protection is limited —The calculation agent will make anti-dilution adjustments for certain events affecting the Underlyings. However, an adjustmentwill not be required in response to all events that could affect the Underlyings. If an event occurs that doesnot require the calculation agent to make an adjustment, or if an adjustment is made but such adjustment does not fully reflectthe economics of such event, the value of the Notes may be materially and adversely affected. See “Description of the Securities—Forequity securities of a Reference Share Issuer” product supplement.

 

¨The U.S. federal tax consequences of an investmentin the Notes are unclear — There is no direct legal authority regarding the proper U.S. federal tax treatment of theNotes, and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significantaspects of the tax treatment of the Notes are uncertain, and the IRS or a court might not agree with the treatment of the Notesas prepaid financial contracts that are treated as “open transactions.” If the IRS were successful in asserting analternative treatment of the Notes, the tax consequences of the ownership and disposition of the Notes, including the timing andcharacter of income recognized by U.S. investors and the withholding tax consequences to non-U.S. investors, might be materiallyand adversely affected. Moreover, future legislation, Treasury regulations or IRS guidance could adversely affect the U.S. federaltax treatment of the Notes, possibly retroactively.

 

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HypotheticalExamples of How the Notes Might Perform

Hypothetical terms only. Actual termsmay vary. See the cover page for actual offering terms.

 

The examples below illustrate the payment upon Automatic Callor at maturity for a hypothetical offering of the Notes under various scenarios, with the assumptions set forth below. Numbersin the examples and table below have been rounded for ease of analysis. The “total return” as used in this pricingsupplement is the number, expressed as a percentage, that results from comparing the total payment on the Notes per $10 principalamount to the $10 Price to Public. You should not take these examples or the table below as an indication or assurance of the expectedperformance of the Underlyings. The actual terms are set forth on the cover of this pricing supplement and under “Key Terms”above. You should consider carefully whether the Notes are suitable to your investment goals. Any payment on the Notes is subjectto our ability to pay our obligations as they become due.

 

Principal Amount: $10
Term: Approximately five years
Hypothetical Call Return Rate: 13.90% per annum
Observation Dates: Annually (beginning after 1 year)
Hypothetical Initial Underlying Level:  
     Underlying A: $1,700
     Underlying B: $180
     Underlying C: $110
   
Hypothetical Downside Threshold:  
     Underlying A: $850 (50% of the Hypothetical Initial Underlying Level)
     Underlying B: $90 (50% of the Hypothetical Initial Underlying Level)
     Underlying C: $55 (50% of the Hypothetical Initial Underlying Level)

 

Example 1 — Notes are called onthe First Observation Date

 

Date

ClosingLevel

Payment(per Note)

First Observation Date

Underlying A: $1,800 (ator above Initial Underlying Level)

Underlying B: $200 (at orabove Initial Underlying Level)

Underlying C: $130 (at orabove Initial Underlying Level)

Notes called; Issuer pays principal plus Call Return of $1.39 on Call Settlement Date.
  Total Payment (per $10 Note)   $11.39 (13.90% total return)

 

Because the closing level of each Underlyingis equal to or greater than its respective Initial Underlying Level on the first Observation Date, the Notes are called on thefirst Observation Date, and on the Call Settlement Date Credit Suisse will pay you a Call Price of $11.39 per $10 principal amount(reflecting your principal amount plus the applicable Call Return). You will have received a 13.90% total return on the Notes.You will not receive any further payments on the Notes.

 

Example 2 — Notes are called onthe Second Observation Date

 

Date

ClosingLevel 

Payment(per Note)

First Observation Date

Underlying A: $1,500 (belowInitial Underlying Level)

Underlying B: $160 (belowInitial Underlying Level)

Underlying C: $95 (belowInitial Underlying Level)

Notes NOT called
Second Observation Date

Underlying A: $1,800 (ator above Initial Underlying Level)

Underlying B: $200 (at orabove Initial Underlying Level)

Underlying C: $130 (at orabove Initial Underlying Level)

Notes called; Issuer pays principal plus Call Return of $2.78 on Call Settlement Date.
  Total Payment (per $10 Note)   $12.78 (27.80% total return)

 

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Because the closing level of at least oneUnderlying was less than its respective Initial Underlying Level on the first Observation Date, the Notes are not called on thefirst Observation Date. Because the closing level of each Underlying is equal to or greater than its respective Initial UnderlyingLevel on the second Observation Date, the Notes are called on the second Observation Date, and on the Call Settlement Date CreditSuisse will pay you a Call Price of $12.78 per $10 principal amount (reflecting your principal amount plus the applicable CallReturn). You will have received a 27.80% total return on the Notes. You will not receive any further payments on the Notes.

 

Example 3 — Notes are called onthe Final Valuation Date

 

Date

ClosingLevel 

Payment(per Note)

First Observation Date

Underlying A: $1,500 (belowInitial Underlying Level)

Underlying B: $160 (belowInitial Underlying Level)

Underlying C: $95 (belowInitial Underlying Level)

Notes NOT called
Second through Fourth Observation Dates

Various (at least one Underlyingbelow its Intial Underlying Level)

Notes NOT called
Final Valuation Date

Underlying A: $1,050 (ator above Downside Threshold)

Underlying B: $145 (at orabove Downside Threshold)

Underlying C: $130 (at orabove Downside Threshold)

Notes called; Issuer pays principal plus Call Return of $6.95 on Maturity Date.
 

TotalPayment (per $10 Note)  

$16.95 (69.50% total return)

 

Because the closing level of at least one Underlying was lessthan its respective Initial Underlying Level on each Observation Date prior to the Final Valuation Date, the Notes are not calledprior to the Final Valuation Date. Because the Final Underlying Level of each Underlying is equal to or greater than its respectiveDownside Threshold, the Notes are called on the Final Valuation Date. On the Call Settlement Date (which is the Maturity Date),Credit Suisse will pay you a Call Price of $16.95 per $10 principal amount (reflecting your principal amount plus the applicableCall Return). You will have received a 69.50% total return on the Notes.

 

Example 4 — Notes are NOT called,so a Trigger Event occurs

 

Date

ClosingLevel 

Payment(per Note) 

First Observation Date

Underlying A: $1,500 (belowInitial Underlying Level)

Underlying B: $160 (belowInitial Underlying Level)

Underlying C: $95 (belowInitial Underlying Level)

Notes NOT called
Second through Fourth Observation Dates

Various (at least one Underlying below its Intial Underlying Level)

 

Notes NOT called
Final Valuation Date

Underlying A: $1,050 (ator above Downside Threshold)

Underlying B: $145 (at orabove Downside Threshold)

Underlying C: $44 (belowDownside Threshold)

Notes NOT called; Issuer pays less than the principal amount resulting in a loss proportionateto the depreciation of the Least Performing Underlying.

  Total Payment (per $10 Note)   $4 (60% loss)

 

Because the closing level of at least one Underlying is lessthan its respective Initial Underlying Level on each Observation Date prior to the Final Valuation Date and the Final UnderlyingLevel of at least one Underlying is less than its respective Downside Threshold, the Notes are not called and a Trigger Event occurs;thus at maturity, Credit Suisse will pay you a total of $4 per $10 principal amount, calculated as follows:

 

The Underlying Return of the Least Performing Underlying willequal:

 

Final Underlying Level of UnderlyingC – Initial Underlying Level of Underlying C

Initial Underlying Level of Underlying C

 

= −0.60

 

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The Payment at Maturity = principal amount of the Notes ×(1 + Underlying Return of the Least Performing Underlying)

 

= $10 × (1 – 0.60) =$4

 

You will have received a total of $4 per $10 principal amount,a 60% total loss on the Notes.

 

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Hypothetical Payment at Maturity

 

The table below assumes a Downside Threshold of 50% of the InitialUnderlying Level of each Underlying and that the Notes are not automatically called. It illustrates, for a $10 investment in theNotes, hypothetical Payments at Maturity for a hypothetical range of Underlying Returns of the Least Performing Underlying. Youshould consider carefully whether the Notes are suitable to your investment goals. Any payment on the Notes is subject to our abilityto pay our obligations as they become due. The numbers appearing in the tables and examples below have been rounded for ease ofanalysis.

 

PercentageChange
from the Initial Underlying Level
to the Final Underlying Level of the Least Performing Underlying

UnderlyingReturn of the Least Performing Underlying

Paymentat Maturity

−51% −51% $4.90
−60% −60% $4
−70% −70% $3
−80% −80% $2
−90% −90% $1
−100% −100% $0

 

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SupplementalUse of Proceeds and Hedging

We intend to use the proceeds of this offering for our generalcorporate purposes, which may include the refinancing of existing debt outside Switzerland. Some or all of the proceeds we receivefrom the sale of the Notes may be used in connection with hedging our obligations under the Notes through one or more of our affiliates.Such hedging or trading activities on or prior to the Trade Date and during the term of the Notes (including on any calculationdate, as defined in any accompanying product supplement) could adversely affect the value of the Underlyings and, as a result,could decrease the amount you may receive on the Notes at maturity. For additional information, see “Supplemental Use ofProceeds and Hedging” in any accompanying product supplement.

 

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The Underlyings

Companies with securities registered under the Securities ExchangeAct of 1934 (the “Exchange Act”) are required to periodically file certain financial and other information specifiedby the SEC. Information provided to or filed with the SEC by the Reference Share Issuers pursuant to the Exchange Act can be locatedby reference to the SEC file number provided below.

 

According to its publicly available filings with the SEC, Amazon.com,Inc. is a retail company with online and physical stores offering a variety of products sold by Amazon.com, Inc. and third parties.Amazon.com, Inc. also manufactures and sells electronic devices, including Kindle e-readers, Fire tablets, Fire TVs and Echo devicesand develops and produces media content. The common stock of Amazon.com, Inc. is listed on the Nasdaq Global Select Market. Amazon.com,Inc.’s SEC file number is 000-22513 and can be accessed through www.sec.gov.

 

According to its publicly available filings with the SEC, Facebook,Inc. builds products that enable people to connect and share through mobile devices, personal computers and other surfaces. TheClass A common stock of Facebook, Inc. is listed on the Nasdaq Stock Market. Facebook, Inc.’s SEC file number is 001-35551and can be accessed through www.sec.gov.

 

According to its publicly available filings with the SEC, JPMorganChase & Co. is a financial holding company involved in investment banking, financial services for consumers and small businesses,commercial banking, financial transaction processing and asset management. The common stock of JPMorgan Chase & Co. is listedon the New York Stock Exchange. JPMorgan Chase & Co.’s SEC file number is 001-05805 and can be accessed through www.sec.gov.

 

This pricing supplementrelates only to the Notes offered hereby and does not relate to the Underlyings or other securities of the Reference Share Issuers.We have derived all disclosures contained in this pricing supplement regarding the Underlyings and the Reference Share Issuersfrom the publicly available documents described in the preceding paragraph. In connection with the offering of the Notes, neitherwe nor our affiliates have participated in the preparation of such documents or made any due diligence inquiry with respect tothe Reference Share Issuers.

 

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Historical Information

The following graphs set forth the historical performance ofeach Underlying based on the closing levels of Amazon.com, Inc. and the closing levels of JPMorgan Chase & Co., from January2, 2009 through October 8, 2019 and the closing levels of Facebook, Inc. from May 17, 2012 through October 8, 2019. We obtainedthe historical information below from Bloomberg, without independent verification.

 

You should not take the historical levels of the Underlyingsas an indication of future performance of the Underlyings or the Notes. Any historical trend in the levels of the Underlyings duringany period set forth below is not an indication that the levels of the Underlyings are more or less likely to increase or decreaseat any time over the term of the Notes.

 

For additional information on Amazon.com, Inc., Facebook, Inc.and JPMorgan Chase & Co., see “The Underlyings” herein.

 

The closing level of the common stock of Amazon.com, Inc. onOctober 8, 2019 was $1,705.51. The green line on the graph represents the Downside Threshold.

 

Historical Performance of the Common Stockof Amazon.com, Inc.

 

 

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The closing level of the Class A common stock of Facebook, Inc.on October 8, 2019 was $177.75. The green line on the graph represents the Downside Threshold.

 

Historical Performance of the Class ACommon Stock of Facebook, Inc.

 

 

The closing level of the common stock of JPMorgan Chase &Co. on October 8, 2019 was $111.82. The green line on the graph represents the Downside Threshold.

 

Historical Performance of the Common Stockof JPMorgan Chase & Co.

 

 

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United StatesFederal Tax Considerations

This discussion supplements and, to the extent inconsistent therewith,supersedes the discussion in the accompanying product supplement under “Material United States Federal Income Tax Considerations.”

 

There are no statutory, judicial or administrative authoritiesthat address the U.S. federal income tax treatment of the Notes or instruments that are similar to the Notes. In the opinion ofour counsel, Davis Polk & Wardwell LLP, which is based on current market conditions, a Note should be treated as a prepaidfinancial contract that is an “open transaction” for U.S. federal income tax purposes. However, there is uncertaintyregarding this treatment.

 

Assuming this treatment of the Notes is respected and subjectto the discussion in “Material United States Federal Income Tax Considerations” in the accompanying product supplement,the following U.S. federal income tax consequences should result:

 

·Youshould not recognize taxable income over the term of the Notes prior to maturity, other than pursuant to a sale or other disposition.

 

·Upona sale or other disposition (including retirement) of a Note, you should recognize capital gain or loss equal to the differencebetween the amount realized and your tax basis in the Note. Such gain or loss should be long-term capital gain or loss if youheld the Note for more than one year.

 

We do not plan to request a ruling from the IRS regarding thetreatment of the Notes, and the IRS or a court might not agree with the treatment described herein. In particular, the IRS couldtreat the Notes as contingent payment debt instruments, in which case the tax consequences of ownership and disposition of theNotes, including the timing and character of income recognized, could be materially and adversely affected. Moreover, the U.S.Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax treatment of “prepaidforward contracts” and similar financial instruments and have indicated that such transactions may be the subject of futureregulations or other guidance. In addition, members of Congress have proposed legislative changes to the tax treatment of derivativecontracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could materiallyand adversely affect the tax consequences of an investment in the Notes, possibly with retroactive effect. You should consult yourtax advisor regarding possible alternative tax treatments of the Notes and potential changes in applicable law.

 

Non-U.S. Holders. Subject to the discussions in the nextparagraph and in “Material United States Federal Income Tax Considerations” in the accompanying product supplement,if you are a Non-U.S. Holder (as defined in the accompanying product supplement) of the Notes, you generally should not be subjectto U.S. federal withholding or income tax in respect of any amount paid to you with respect to the Notes, provided that (i) incomein respect of the Notes is not effectively connected with your conduct of a trade or business in the United States, and (ii) youcomply with the applicable certification requirements.

 

As discussed under “Material United States Federal IncomeTax Considerations—Non-U.S. Holders Generally—Substitute Dividend and Dividend Equivalent Payments” in the accompanyingproduct supplement, Section 871(m) of the Internal Revenue Code generally imposes a 30% withholding tax on “dividend equivalents”paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that includeU.S. equities. Treasury regulations under Section 871(m), as modified by an IRS notice, exclude from their scope financial instrumentsissued prior to January 1, 2021 that do not have a “delta” of one with respect to any U.S. equity. Based on the termsof the Notes and representations provided by us, our counsel is of the opinion that the Notes should not be treated as transactionsthat have a “delta” of one within the meaning of the regulations with respect to any U.S. equity and, therefore, shouldnot be subject to withholding tax under Section 871(m).

 

A determination that the Notes are not subject to Section 871(m)is not binding on the IRS, and the IRS may disagree with this determination. Moreover, Section 871(m) is complex and its applicationmay depend on your particular circumstances, including whether you enter into other transactions with respect to a U.S. equityto which the Notes relate. You should consult your tax advisor regarding the potential application of Section 871(m) to the Notes.

 

If withholding tax applies to the Notes, we will not be requiredto pay any additional amounts with respect to amounts withheld.

 

FATCA.  You should review the section entitled "MaterialUnited States Federal Income Tax Considerations—Securities Held Through Foreign Entities" in the accompanying productsupplement regarding withholding rules under the “FATCA” regime. The discussion in that section is hereby modifiedto reflect regulations proposed by the U.S. Treasury Department indicating an intent to eliminate the requirement under FATCA ofwithholding on gross

 

20 

proceeds of the disposition of affected financialinstruments. The U.S. Treasury Department has indicated that taxpayers may rely on these proposed regulations pending their finalization.

 

You should read the section entitled “Material UnitedStates Federal Income Tax Considerations” in the accompanying product supplement. The preceding discussion, when read incombination with that section, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federaltax consequences of owning and disposing of the Notes.

 

You should also consult your tax advisor regarding all aspectsof the U.S. federal income and estate tax consequences of an investment in the Notes and any tax consequences arising under thelaws of any state, local or non-U.S. taxing jurisdiction.

 

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Supplemental Plan of Distribution (Conflicts of Interest)

Under the terms of a distributor accession confirmation withUBS Financial Services Inc., dated as of March 12, 2014, UBS Financial Services Inc. will act as distributor for the Notes. Thedistributor will receive a fee from Credit Suisse or one of our affiliates of $0.075 per $10 principal amount of Notes. For additionalinformation, see “Underwriting (Conflicts of Interest)” in any accompanying product supplement.

 

We expect to deliver the Notes against payment for the Noteson the Settlement Date indicated herein, which may be a date that is greater or less than two business days following the TradeDate. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are requiredto settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, if the Settlement Date ismore than two business days after the Trade Date, purchasers who wish to transact in the Notes more than two business days priorto the Settlement Date will be required to specify alternative settlement arrangements to prevent a failed settlement.

 

22 

Validity of the Notes

In the opinion of Davis Polk & Wardwell LLP, as United Statescounsel to Credit Suisse, when the Notes offered by this pricing supplement have been executed and issued by Credit Suisse andauthenticated by the trustee pursuant to the indenture, and delivered against payment therefor, such Notes will be valid and bindingobligations of Credit Suisse, enforceable against Credit Suisse in accordance with their terms, subject to (i) applicable bankruptcy,insolvency and similar laws affecting creditors’ rights generally, (ii) possible judicial or regulatory actions giving effectto governmental actions or foreign laws affecting creditors’ rights and (iii) concepts of reasonableness and equitable principlesof general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), providedthat such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicablelaw on the conclusions expressed above. This opinion is given as of the date of this pricing supplement and is limited to the lawsof the State of New York, except that such counsel expresses no opinion as to the application of state securities or Blue Sky lawsto the Notes. Insofar as this opinion involves matters governed by Swiss law, Davis Polk & Wardwell LLP has relied, withoutindependent inquiry or investigation, on the opinion of Homburger AG, dated August 23, 2019 and filed by Credit Suisse as an exhibitto a Current Report on Form 6-K on August 23, 2019. The opinion of Davis Polk & Wardwell LLP is subject to the same assumptions,qualifications and limitations with respect to such matters as are contained in the opinion of Homburger AG. In addition, the opinionof Davis Polk & Wardwell LLP is subject to customary assumptions about the establishment of the terms of the Notes, the trustee’sauthorization, execution and delivery of the indenture and its authentication of the Notes, and the validity, binding nature andenforceability of the indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP datedAugust 23, 2019, which was filed by Credit Suisse as an exhibit to a Current Report on Form 6-K on August 23, 2019. Davis Polk& Wardwell LLP expresses no opinion as to waivers of objections to venue, the subject matter or personal jurisdiction of aUnited States federal court or the effectiveness of service of process other than in accordance with applicable law. In addition,such counsel notes that the enforceability in the United States of Section 10.08(c) of the indenture is subject to the limitationsset forth in the United States Foreign Sovereign Immunities Act of 1976.

 

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