Obbligazione Swiss Credit 0% ( US22547QY836 ) in USD

Emittente Swiss Credit
Prezzo di mercato 100 USD  ▼ 
Paese  Svizzera
Codice isin  US22547QY836 ( in USD )
Tasso d'interesse 0%
Scadenza 28/06/2022 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Credit Suisse US22547QY836 in USD 0%, scaduta


Importo minimo 1 000 USD
Importo totale 843 000 USD
Cusip 22547QY83
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Credit Suisse č stata una grande banca svizzera, fallita nel marzo 2023 e acquisita da UBS.

Il Credit Suisse ha emesso un'obbligazione (ISIN: US22547QY836, CUSIP: 22547QY83) in USD con un valore nominale totale di 843.000 unitą, scadenza il 28/06/2022, cedola zero e taglio minimo di 1.000 unitą, che č stata rimborsata alla scadenza al 100% del valore nominale.







424B2 1 dp52105_424b2-g79.htm FORM 424(B)(2)
Pric ing Supple m e nt N o. G7 9
Filed Pursuant to Rule 424(b)(2)
To the Underlying Supplement dated July 29, 2013,
Registration Statement No. 333-180300-03
Product Supplement No. G-I dated April 9, 2012,
December 23, 2014
Prospectus Supplement dated March 23, 2012 and
Prospectus dated March 23, 2012

Fina nc ia l
Produc t s $843,000
CS N ot e s due J une 2 8 , 2 0 2 2
Linked to the Performance of the S& P 500 ® Index
Ge ne ra l
·
The securities are designed for investors who seek a return linked to the performance of the S&P 500® Index subject to the Underlying Return Cap of
62.50%. Investors should be willing to forgo interest and dividend payments. Any payment on the securities is subject to our ability to pay our obligations as
they become due.
·
Senior unsecured obligations of Credit Suisse AG, acting through its Nassau Branch, maturing June 28, 2022.
·
Minimum purchase of $1,000. Minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
·
The securities priced on December 23, 2014 (the "Trade Date") and are expected to settle on December 29, 2014 (the "Settlement Date"). Delivery of the
securities in book-entry form only will be made through The Depository Trust Company.
K e y T e rm s
Issuer:
Credit Suisse AG ("Credit Suisse"), acting through its Nassau Branch
Underlying:
The securities are linked to the performance of the S&P 500® Index. For more information on the Underlying, see "The Reference
Indices--The S&P Dow Jones Indices--The S&P 500® Index" in the accompanying underlying supplement. The Underlying is
identified in the table below, together with its Bloomberg ticker symbol and Initial Level.
U nde rlying
T ic k e r
I nit ia l Le ve l
S& P 5 0 0 ® I nde x
SPX <I nde x >
2 0 8 2 .1 7
Redemption Amount:
At maturity, you will be entitled to receive a Redemption Amount in cash that will equal the principal amount of the securities you
hold multiplied by the sum of 1 plus the Underlying Return, calculated as set forth below. Any payment on the securities is subject
to our ability to pay our obligations as they become due.
Underlying Return:
·
If the Final Level is greater than the Initial Level, the Underlying Return will equal the lesser of (i) the Underlying Return Cap
and (ii) an amount calculated as follows:

Final Level ­ Initial Level
Initial Level

·
If the Final Level is equal to or less than the Initial Level, the Underlying Return will equal zero.
Underlying Return Cap:
62.50%
Initial Level:
As set forth in the table above.
Final Level:
The closing level of the Underlying on the Valuation Date.
Valuation Date:
June 23, 2022
Maturity Date:
June 28, 2022
Listing:
The securities will not be listed on any securities exchange.
CUSIP:
22547QY83
The Valuation Date is subject to postponement if such date is not an underlying business day or as a result of a market disruption event and the Maturity Date
is subject to postponement if such date is not a business day or if the Valuation Date is postponed, in each case as described in the accompanying product
supplement under "Description of the Securities--Market disruption events."
I nve st ing in t he se c urit ie s involve s a num be r of risk s. Se e "Se le c t e d Risk Conside ra t ions" be ginning on pa ge 4 of t his pric ing
supple m e nt a nd "Risk Fa c t ors" be ginning on pa ge PS-3 of t he a c c om pa nying produc t supple m e nt .
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the
accuracy or the adequacy of this pricing supplement or the accompanying underlying supplement, the product supplement, the prospectus supplement and the
prospectus. Any representation to the contrary is a criminal offense.

U nde rw rit ing Disc ount s a nd
Pric e t o Public (1 )
Com m issions(2 )
Proc e e ds t o I ssue r
Pe r se c urit y
$ 1 ,0 0 0 .0 0
$ 4 3 .7 5
$ 9 5 6 .2 5
T ot a l
$ 8 4 3 ,0 0 0 .0 0
$ 3 6 ,8 8 1 .2 5
$ 8 0 6 ,1 1 8 .7 5
(1) Certain fiduciary accounts may pay a purchase price of at least $956.25 per $1,000 principal amount of securities, and CSSU will forgo any fees with respect
to sales made to such accounts.
(2) We or one of our affiliates will pay discounts and commissions of $43.75 per $1,000 principal amount of securities. For more detailed information, please see
"Supplemental Plan of Distribution (Conflicts of Interest)" on the last page of this pricing supplement.
The agent for this offering, Credit Suisse Securities (USA) LLC ("CSSU"), is our affiliate. For more information, see "Supplemental Plan of Distribution (Conflicts
of Interest)" in this pricing supplement.
Cre dit Suisse c urre nt ly e st im a t e s t he va lue of e a c h $ 1 ,0 0 0 princ ipa l a m ount of t he se c urit ie s on t he T ra de Da t e is $ 9 3 9 .5 0 (a s
de t e rm ine d by re fe re nc e t o our pric ing m ode ls a nd t he ra t e w e a re c urre nt ly pa ying t o borrow funds t hrough issua nc e of t he
se c urit ie s (our "int e rna l funding ra t e ")). Se e "Se le c t e d Risk Conside ra t ions" in t his pric ing supple m e nt .
The securities are not deposit liabilities and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency of
the United States, Switzerland or any other jurisdiction.
CALCULATION OF REGISTRATION FEE
T it le of Ea c h Cla ss of Se c urit ie s Offe re d
M a x im um Aggre ga t e Offe ring
Am ount of Re gist ra t ion Fe e
Pric e
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N ot e s
$ 8 4 3 ,0 0 0 .0 0
$ 9 7 .9 6

Cre dit Suisse

December 23, 2014




Addit iona l T e rm s Spe c ific t o t he Se c urit ie s

You should read this pricing supplement together with the underlying supplement dated July 29, 2013, the product supplement dated
April 9, 2012, the prospectus supplement dated March 23, 2012 and the prospectus dated March 23, 2012, relating to our Medium-
Term Notes of which these securities 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):


·
Underlying supplement dated July 29, 2013:

http://www.sec.gov/Archives/edgar/data/1053092/000095010313004526/dp39753_424b2.htm


·
Product supplement No. G-I dated April 9, 2012:

http://www.sec.gov/Archives/edgar/data/1053092/000095010312001836/dp29859_424b2-gi.htm


·
Prospectus supplement and Prospectus dated March 23, 2012:

http://www.sec.gov/Archives/edgar/data/1053092/000104746912003186/a2208088z424b2.htm

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

This pricing supplement, together with the documents listed above, contains the terms of the securities and supersedes all other prior
or contemporaneous oral statements as well as any other written materials 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 the securities and the owner of any beneficial interest in the securities, amend the
securities to conform to its terms as set forth in this pricing supplement 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 "Selected Risk Considerations" in this pricing supplement and "Risk Factors" in the accompanying product supplement, as the
securities 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 securities.


1


H ypot he t ic a l Re de m pt ion Am ount s a t M a t urit y

The table and examples below illustrate hypothetical Redemption Amounts payable at maturity on a $1,000 investment in the
securities for a hypothetical range of performance of the Underlying. The table and examples below reflect the Underlying Return Cap
of 62.50%. The hypothetical Redemption Amounts set forth below are for illustrative purposes only. The actual Redemption Amount
applicable to a purchaser of the securities will depend on the Final Level. You should consider carefully whether the securities are
suitable to your investment goals. Any payment on the securities is subject to our ability to pay our obligations as they become due.
The numbers appearing in the table and examples below have been rounded for ease of analysis.

T ABLE: Hypothetical Redemption Amounts

Pe rc e nt a ge Cha nge
from
t he I nit ia l Le ve l t o t he
Fina l Le ve l
U nde rlying Re t urn
Re de m pt ion Am ount
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100.00%
62.50%
$1,625.00
90.00%
62.50%
$1,625.00
80.00%
62.50%
$1,625.00
70.00%
62.50%
$1,625.00
6 2 .5 0 %
6 2 .5 0 %
$ 1 ,6 2 5 .0 0
60.00%
60.00%
$1,600.00
50.00%
50.00%
$1,500.00
40.00%
40.00%
$1,400.00
30.00%
30.00%
$1,300.00
20.00%
20.00%
$1,200.00
10.00%
10.00%
$1,100.00
0 .0 0 %
0 .0 0 %
$ 1 ,0 0 0 .0 0
-10.00%
0.00%
$1,000.00
-20.00%
0.00%
$1,000.00
-30.00%
0.00%
$1,000.00
-40.00%
0.00%
$1,000.00
-50.00%
0.00%
$1,000.00
-60.00%
0.00%
$1,000.00
-70.00%
0.00%
$1,000.00
-80.00%
0.00%
$1,000.00
-90.00%
0.00%
$1,000.00
-100.00%
0.00%
$1,000.00

EX AM PLES:

The following examples illustrate how the Redemption Amount is calculated.

Ex a m ple 1 :

Example 1 assumes the Final Level increases by 70% from the Initial Level. The determination of the Redemption Amount when the
Final Level is greater than the Initial Level is as follows:

Underlying Return
=
the lesser of (i) Underlying Return Cap and
(ii) (Final Level - Initial Level) / Initial Level

=
the lesser of (i) 62.50% and (ii) 70%

=
62.50%
Redemption Amount
=
$1,000 × (1 + Underlying Return)

=
$1,000 × 1.625

=
$1,625


2


In this example, at maturity you would be entitled to receive a Redemption Amount equal to $1,625 per $1,000 principal amount of
securities based on a return linked to the appreciation in the level of the Underlying, subject to the Underlying Return Cap.

Ex a m ple 2 :

Example 2 assumes the Final Level increases by 20% from the Initial Level. The determination of the Redemption Amount when the
Final Level is greater than the Initial Level is as follows:

Underlying Return
=
the lesser of (i) Underlying Return Cap and
(ii) (Final Level - Initial Level) / Initial Level

=
the lesser of (i) 62.50% and (ii) 20%

=
20%
Redemption Amount
=
$1,000 × (1 + Underlying Return)

=
$1,000 × 1.20

=
$1,200

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In this example, at maturity you would be entitled to receive a Redemption Amount equal to $1,200 per $1,000 principal amount of
securities based on a return linked to the appreciation in the level of the Underlying.

Ex a m ple 3 :

Example 3 assumes the Final Level decreases by 20% from the Initial Level. Because the Final Level is equal to or less than the
Initial Level, at maturity you would be entitled to receive a Redemption Amount equal to $1,000 per $1,000 principal amount of
securities.


3


Se le c t e d Risk Conside ra t ions

An investment in the securities involves significant risks. Investing in the securities is not equivalent to investing directly in the
Underlying. These risks are explained in more detail in the "Risk Factors" section of the accompanying product supplement.


·
T H E SECU RI T I ES ARE SU BJ ECT T O T H E CREDI T RI SK OF CREDI T SU I SSE -- Although the return on the
securities will be based on the performance of the Underlying, the payment of any amount due on the securities is subject
to the credit risk of Credit Suisse. Investors are dependent on our ability to pay all amounts due on the securities and,
therefore, investors are subject to our credit risk. In addition, any decline in our credit ratings, any adverse changes in the
market's view of our creditworthiness or any increase in our credit spreads is likely to adversely affect the value of the
securities prior to maturity.


·
T H E SECU RI T I ES DO N OT PAY I N T EREST -- We will not pay interest on the securities. You may receive less at
maturity than you could have earned on ordinary interest-bearing debt securities with similar maturities, including other of
our debt securities, since the Redemption Amount is based on the performance of the Underlying. Because the
Redemption Amount may be less than the amount originally invested in the securities, the return on the securities (the
effective yield to maturity) may be negative. Even if it is positive, the return payable on each security may not be enough
to compensate you for any loss in value due to inflation and other factors relating to the value of money over time.


·
LI M I T ED APPRECI AT I ON POT EN T I AL -- If the Final Level is greater than the Initial Level, for each $1,000
principal amount of securities, you will be entitled to receive at maturity $1,000 multiplied by the sum of 1 plus the
Underlying Return, subject to the Underlying Return Cap. The Underlying Return will not exceed the Underlying Return
Cap of 62.50%, regardless of the appreciation in the level of the Underlying, which may be significant. Accordingly, the
maximum Redemption Amount of the securities at maturity is $1,625 per $1,000 principal amount of securities.


·
T H E EST I M AT ED V ALU E OF T H E SECU RI T I ES ON T H E T RADE DAT E M AY BE LESS T H AN T H E PRI CE
T O PU BLI C -- The initial estimated value of your securities on the Trade Date (as determined by reference to our
pricing models and our internal funding rate) may be significantly less than the original Price to Public. The Price to Public
of the securities includes the agent's discounts or commissions as well as transaction costs such as expenses incurred to
create, document and market the securities and the cost of hedging our risks as issuer of the securities 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
securities. These amounts will be retained by Credit Suisse or our affiliates in connection with our structuring and offering
of the securities (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 securities in accordance with our pricing models. These include a
fixed income component valued using our internal funding rate, and individual option components valued using mid-market
pricing. Our option valuation models are proprietary. They take into account factors such as interest rates, volatility and
time to maturity of the securities, 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 securities of other
issuers.


·
EFFECT OF I N T EREST RAT E U SED I N ST RU CT U RI N G T H E SECU RI T I ES -- The internal funding rate we use
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in structuring notes such as these securities is typically lower than the interest rate that is reflected in the yield on our
conventional debt securities of similar maturity in the secondary market (our "secondary market credit spreads"). If on the
Trade Date our internal funding rate is lower than our secondary market credit spreads, we expect that the economic
terms of the securities will generally be less favorable to you than they would have been if our secondary market credit
spread had been used in structuring the securities. We will also use our internal funding rate to determine the


4


price of the securities if we post a bid to repurchase your securities in secondary market transactions. See "--Secondary
Market Prices" below.


·
SECON DARY M ARK ET PRI CES -- If Credit Suisse (or an affiliate) bids for your securities 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 securities on the Trade Date.
The estimated value of the securities on the cover of this pricing supplement does not represent a minimum price at
which we would be willing to buy the securities in the secondary market (if any exists) at any time. The secondary market
price of your securities 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 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 securities 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 securities 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 securities 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 securities 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 securities may be lower than the price at which we may repurchase the securities from such dealer.


We (or an affiliate) may initially post a bid to repurchase the securities from you at a price that will exceed the then-
current estimated value of the securities. 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 securities 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 securities to maturity.


·
POT EN T I AL CON FLI CT S -- We and our affiliates play a variety of roles in connection with the issuance of the
securities, including acting as calculation agent and as agent of the issuer for the offering of the securities, hedging our
obligations under the securities 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 securities. Further, hedging activities
may adversely affect any payment on or the value of the securities. 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 securities, which creates
an additional incentive to sell the securities to you.


·
LACK OF LI QU I DI T Y -- The securities will not be listed on any securities exchange. Credit Suisse (or its affiliates)
intends to offer to purchase the securities in the secondary market but is not required to do so. Even if there is a
secondary market, it may not provide enough liquidity to allow you to trade or sell the securities when you wish to do so.
Because other dealers are not likely to make a secondary market for the securities, the price at which you may be able to
trade your securities is likely to depend on the price, if any, at which Credit Suisse (or its affiliates) is willing to buy the
securities. If you have to sell your securities prior to maturity, you may not be able to do so or you may have to sell them
at a substantial loss.


·
M AN Y ECON OM I C AN D M ARK ET FACT ORS WI LL AFFECT T H E V ALU E OF T H E SECU RI T I ES -- In
addition to the level of the Underlying on any day, the value of the securities will be affected by a number of economic
and market factors that may either offset or magnify each other, including:


o
the expected volatility of the Underlying;
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5



o
the time to maturity of the securities;


o
the dividend rate on the equity securities included in the Underlying;


o
interest and yield rates in the market generally;


o
investors' expectations with respect to the rate of inflation;


o
geopolitical conditions and a variety of economic, financial, political, regulatory or judicial events that affect the
equity securities included in the Underlying or markets generally and which may affect the level of the
Underlying; and


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

Some or all of these factors may influence the price that you will receive if you choose to sell your securities prior to
maturity. The impact of any of the factors set forth above may enhance or offset some or all of any change resulting from
another factor or factors.


·
N O OWN ERSH I P RI GH T S RELAT I N G T O T H E U N DERLY I N G -- Your return on the securities will not reflect the
return you would realize if you actually owned the equity securities that comprise the Underlying. The return on your
investment is not the same as the total return based on the purchase of shares of the equity securities included in the
Underlying.


·
N O V OT I N G RI GH T S OR DI V I DEN D PAY M EN T S -- As a holder of the securities, you will not have voting rights or
rights to receive cash dividends or other distributions or other rights with respect to the equity securities included in the
Underlying.

Supple m e nt a l U se of Proc e e ds a nd H e dging

We intend to use the proceeds of this offering for our general corporate purposes, which may include the refinancing of existing debt
outside Switzerland. Some or all of the proceeds we receive from the sale of the securities may be used in connection with hedging
our obligations under the securities 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 securities (including on the Valuation Date) could adversely affect the value of the Underlying and, as
a result, could decrease the amount you may receive on the securities at maturity. For additional information, see "Supplemental Use
of Proceeds and Hedging" in the accompanying product supplement.


6


H ist oric a l I nform a t ion

The following graph sets forth the historical performance of the Underlying based on the closing levels of the Underlying from
January 2, 2009 through December 23, 2014. The closing level of the Underlying on December 23, 2014 was 2082.17. We obtained
the historical information below from Bloomberg, without independent verification.

You should not take the historical levels of the Underlying as an indication of future performance of the Underlying or the securities.
Any historical trend in the level of the Underlying during any period set forth below is not an indication that the level of the Underlying
is more or less likely to increase or decrease at any time over the term of the securities.

For additional information on the S&P 500® Index, see "The Reference Indices--The S&P Dow Jones Indices--The S&P 500 ® Index"
in the accompanying underlying supplement.

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7


M a t e ria l U .S. Fe de ra l I nc om e T a x Conside ra t ions
The following discussion summarizes material U.S. federal income tax consequences of owning and disposing of the securities that
may be relevant to holders of the securities that acquire their securities from us as part of the original issuance of the securities. This
discussion applies only to holders that hold their securities as capital assets within the meaning of the Internal Revenue Code of 1986,
as amended (the "Code"), and who purchase the securities at the "issue price" of the securities (as described below). Further, this
discussion does not address all of the U.S. federal income tax consequences that may be relevant to you in light of your individual
circumstances or if you are subject to special rules, such as if you are:


·
a financial institution,


·
a mutual fund,


·
a tax-exempt organization,


·
a grantor trust,


·
certain U.S. expatriates,


·
an insurance company,


·
a dealer or trader in securities or foreign currencies,


·
a person (including traders in securities) using a mark-to-market method of accounting,


·
a person who holds the securities as a hedge or as part of a straddle with another position, constructive sale,
conversion transaction or other integrated transaction, or


·
an entity that is treated as a partnership for U.S. federal income tax purposes.

The discussion is based upon the Code, law, regulations, rulings and decisions, in each case, as available and in effect as of the date
hereof, all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and foreign laws are
not addressed herein. No ruling from the U.S. Internal Revenue Service (the "IRS") has been or will be sought as to the U.S. federal
income tax consequences of the ownership and disposition of the securities, and the following discussion is not binding on the IRS.
Y ou should c onsult your t a x a dvisor a s t o t he spe c ific t a x c onse que nc e s t o you of ow ning a nd disposing of
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t he se c urit ie s, inc luding t he a pplic a t ion of fe de ra l, st a t e , loc a l a nd fore ign inc om e a nd ot he r t a x la w s ba se d
on your pa rt ic ula r fa c t s a nd c irc um st a nc e s.
Cha ra c t e riza t ion of t he Se c urit ie s

There are no statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U.S. federal
income tax purposes of securities with terms that are substantially the same as those of your securities. Thus, the characterization of
the securities is not certain. Due to the terms of the securities and the uncertainty of the tax law with respect to characterization of the
securities, our special tax counsel, Orrick, Herrington & Sutcliffe LLP, is unable to opine on the characterization of the securities for
U.S. federal income tax purposes. Based on the advice of our special tax counsel, we intend to treat the securities, for U.S. federal
income tax purposes, as indebtedness that is subject to the regulations governing contingent payment debt instruments (the
"Contingent Debt Regulations") in the manner described below. The possible alternative characterizations and risks to investors of
such characterizations are discussed below. In the absence of an administrative or judicial ruling to the contrary, we and, by
acceptance of the securities, you agree to treat the securities for all tax purposes in accordance with such characterization, and the
balance of this discussion assumes that the securities will be so treated and does not address any possible differing treatments of the
securities. However, no rulings have been sought from the IRS or a court with respect to any of the tax consequences discussed
below. Accordingly, no assurance can be given that the IRS or a court will agree with the treatment described herein. Any differing
treatment could affect the amount, timing and character of income, gain or loss in respect of an investment in the securities. Under
this treatment, the capital gain election that would otherwise be applicable to certain foreign currency contracts will not be available.


8


Alt e rna t ive Cha ra c t e riza t ions of t he Se c urit ie s

It is possible that the IRS would seek to characterize your securities in a manner that results in tax timing and character of income to
you that is different than that described below. For example, the IRS could assert that the securities constitute a forward contract. In
such case, gain or loss would be recognized at maturity. It is also possible the IRS could seek to characterize your securities as
options, and thus as Code section 1256 contracts in the event that they are listed on a securities exchange. In such case, the
securities would be marked-to-market at the end of the year and 40% of any gain or loss would be treated as short-term capital gain
or loss, and the remaining 60% of any gain or loss would be treated as long-term capital gain or loss. Alternatively, the IRS could
seek to bifurcate your securities into separate components, with each security comprising a debt instrument and an option. In such
case, a holder would recognize interest income on the debt instrument and capital gain or loss upon settlement of the option. We are
not responsible for any adverse consequences that you may experience as a result of any alternative characterization of the securities
for U.S. federal income tax or other tax purposes.

Y ou should c onsult your t a x a dvisor a s t o t he t a x c onse que nc e s of suc h c ha ra c t e riza t ion a nd a ny possible
a lt e rna t ive c ha ra c t e riza t ions of your se c urit ie s for U .S. fe de ra l inc om e t a x purpose s.
U .S. H olde rs

For purposes of this discussion, the term "U.S. Holder," for U.S. federal income tax purposes, means a beneficial owner of securities
that is (1) a citizen or resident of the United States, (2) a corporation (or an entity treated as a corporation for U.S. federal income tax
purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) an estate,
the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust, if (a) a court within the United
States is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to
control all substantial decisions of the trust or (b) such trust has in effect a valid election to be treated as a domestic trust for U.S.
federal income tax purposes. If a partnership (or an entity treated as a partnership for U.S. federal income tax purposes) holds
securities, the U.S. federal income tax treatment of such partnership and a partner in such partnership will generally depend upon the
status of the partner and the activities of the partnership. If you are a partnership, or a partner of a partnership, holding securities, you
should consult your tax advisor regarding the tax consequences to you from the partnership's purchase, ownership and disposition of
the securities.
As noted above, we will treat the securities as debt obligations that are subject to the Contingent Debt Regulations. Under the
Contingent Debt Regulations, actual cash payments on the securities, if any, will not be reported separately as taxable income, but will
be taken into account under such regulations. As discussed more fully below, the effect of these Contingent Debt Regulations will be
to:


·
require you, regardless of your usual method of tax accounting, to use the accrual method with respect to the
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securities;


·
require you to accrue original issue discount at the comparable yield (as described below); and


·
generally result in ordinary rather than capital treatment of any gain and to some extent loss, on the sale, exchange,
repurchase, or redemption of the securities.


You will be required to accrue an amount of original issue discount for U.S. federal income tax purposes, for each
accrual period prior to and including the maturity date of the securities, that equals:


·
the product of (i) the adjusted issue price (as defined below) of the securities as of the beginning of the accrual period
and (ii) the comparable yield to maturity (as defined below) of the securities, adjusted for the length of the accrual
period;


·
divided by the number of days in the accrual period; and


·
multiplied by the number of days during the accrual period that you held the securities.

The "issue price" of a security will be the first price at which a substantial amount of the securities is sold to the public, excluding bond
houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. The
adjusted issue price of a security will be its issue price increased by any


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original issue discount previously accrued, determined without regard to any adjustments to original issue discount accruals described
below, and decreased by the amount of any noncontingent payment and the projected amounts of any payments previously made with
respect to the securities.

Under the Contingent Debt Regulations, you will be required to include original issue discount in income each year, regardless of your
usual method of tax accounting, based on the comparable yield of the securities. We have determined the comparable yield of the
securities based on the rate, as of the initial issue date, at which we would issue a fixed rate debt instrument with no contingent
payments but with terms and conditions similar to the securities. Accordingly, we have determined that the comparable yield is an
annual rate of 2.20%, compounded semi-annually.

We are required to furnish to you the comparable yield and, solely for tax purposes, a projected payment schedule that estimates the
amount and timing of contingent interest payments. For purposes of this determination--and only for purposes of this determination,
which is required for U.S. federal income tax purposes--we have assumed that the securities will not be called and will be held until
the maturity date. Accordingly, the projected payment schedule is attached as Exhibit A. For U.S. federal income tax purposes, you
must use the comparable yield and the schedule of projected payments that we furnish to you in determining your original issue
discount accruals (and the adjustments thereto described below) in respect of the securities, unless you timely disclose and justify the
use of a different comparable yield and projected payment schedule to the IRS.

T he c om pa ra ble yie ld a nd t he proje c t e d pa ym e nt sc he dule a re provide d sole ly for t he U .S. fe de ra l inc om e t a x
t re a t m e nt of t he se c urit ie s a nd do not c onst it ut e a proje c t ion or re pre se nt a t ion re ga rding t he a c t ua l a m ount
or t im ing of t he pa ym e nt s on a se c urit y.

If the actual contingent payment received differs from the projected payment, adjustments will be made for the difference. If such
payment exceeds the projected payment, you will incur a positive adjustment equal to the amount of such excess. Such positive
adjustment will be treated as additional original issue discount in such taxable year. If, however, such payment is less than the amount
of the projected payment, you will incur a negative adjustment equal to the amount of such deficit. A negative adjustment will:


·
first, reduce the amount of original issue discount required to be accrued in the current year;


·
second, any negative adjustment that exceeds the amount of original issue discount accrued in the current year will be
treated as ordinary loss to the extent of your total prior original issue discount inclusions with respect to the securities;
and


·
third, any excess negative adjustment will reduce the amount realized on a sale, exchange, or redemption of the
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securities.

A net negative adjustment is not subject to the two percent floor limitation imposed on miscellaneous itemized deductions under
Section 67 of the Code.

Upon the sale, exchange, or redemption of a security, you will recognize gain or loss equal to the difference between your amount
realized and your adjusted tax basis in the security. Any gain on a security generally will be treated as ordinary income. Loss from the
disposition of a security will be treated as ordinary loss to the extent of your prior net original issue discount inclusions with respect to
the securities. Any loss in excess of that amount will be treated as capital loss, which generally will be long-term if the securities were
held for more than one year. The deductibility of net capital losses by individuals and corporations are subject to limitations.

Special rules apply in determining the tax basis of a security. Your adjusted tax basis in a security is generally your original purchase
price for the security increased by original issue discount (before taking into account any adjustments) you previously accrued on the
securities and reduced by the amount of any noncontingent payment and the projected amount of any contingent payments previously
scheduled to be made to you (without regard to the actual amount paid).

M e dic a re T a x

For taxable years beginning after December 31, 2012, certain U.S. Holders that are individuals, estates, and trusts must pay a 3.8%
tax (the "Medicare Tax") on the lesser of the U.S. person's (1) "net investment income" or "undistributed net investment income" in the
case of an estate or trust and (2) the excess of modified adjusted


10


gross income over a certain specified threshold for the taxable year. "Net investment income" generally includes income from interest,
dividends, and net gains from the disposition of property (such as the securities) unless such income or net gains are derived in the
ordinary course of a trade or business (other than a trade or business that is a passive activity with respect to the taxpayer or a trade
or business of trading in financial instruments or commodities). Net investment income may be reduced by allowable deductions
properly allocable to such gross income or net gain. Any interest earned or deemed earned on the securities and any gain on sale or
other taxable disposition of the securities will be subject to the Medicare Tax. If you are an individual, estate, or trust, you are urged to
consult with your tax advisor regarding application of Medicare Tax to your income and gains in respect of your investment in the
securities.

Se c urit ie s H e ld T hrough Fore ign Ent it ie s

Under the "Hiring Incentives to Restore Employment Act" ("FATCA" or the "Act") and recently finalized regulations, a 30% withholding
tax is imposed on "withholdable payments" and certain "passthru payments" made to "foreign financial institutions" (as defined in the
regulations or an applicable intergovernmental agreement) (and their more than 50% affiliates) unless the payee foreign financial
institution agrees, among other things, to disclose the identity of any U.S. individual with an account at the institution (or the
institution's affiliates) and to annually report certain information about such account. The term "withholdable payments" generally
includes (1) payments of fixed or determinable annual or periodical gains, profits, and income ("FDAP"), in each case, from sources
within the United States, and (2) gross proceeds from the sale of any property of a type which can produce interest or dividends from
sources within the United States. "Passthru payments" means any withholdable payment and any foreign passthru payment. To avoid
becoming subject to the 30% withholding tax on payments to them, we and other foreign financial institutions may be required to
report information to the IRS regarding the holders of the securities and, in the case of holders who (i) fail to provide the relevant
information, (ii) are foreign financial institutions who have not agreed to comply with these information reporting requirements, or (iii)
hold the securities directly or indirectly through such non-compliant foreign financial institutions, we may be required to withhold on a
portion of payments under the securities. FATCA also requires withholding agents making withholdable payments to certain foreign
entities that do not disclose the name, address, and taxpayer identification number of any substantial U.S. owners (or certify that they
do not have any substantial United States owners) to withhold tax at a rate of 30%. We will treat payments on the securities as
withholdable payments for these purposes.

Withholding under FATCA will apply to all withholdable payments and certain passthru payments without regard to whether the
beneficial owner of the payment is a U.S. person, or would otherwise be entitled to an exemption from the imposition of withholding tax
pursuant to an applicable tax treaty with the United States or pursuant to U.S. domestic law. Unless a foreign financial institution is the
beneficial owner of a payment, it will be subject to refund or credit in accordance with the same procedures and limitations applicable
to other taxes withheld on FDAP payments provided that the beneficial owner of the payment furnishes such information as the IRS
determines is necessary to determine whether such beneficial owner is a United States owned foreign entity and the identity of any
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