6-K 1 a090212b4q.htm Credit Suisse - SEC Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549



Form 6-K


REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

February 12, 2009
Commission File Number 001-33434
CREDIT SUISSE

(Translation of registrant’s name into English)
Paradeplatz 8, P.O. Box 1, CH-8070 Zurich, Switzerland
(Address of principal executive office)



Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F.


   Form 20-F      Form 40-F   
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

   Yes      No   
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-.















Introduction

This report filed on Form 6-K contains certain information about Credit Suisse to be incorporated by reference in the Registration Statement on Form F-3 (file no. 333-132936). Credit Suisse Group AG’s financial report for the fourth quarter of 2008 (Credit Suisse Financial Report 4Q08) is attached as an exhibit to this Form 6-K and was filed with the US Securities and Exchange Commission (SEC) on February 12, 2009. The Bank is incorporating by reference the Credit Suisse Financial Report 4Q08 (except for the sections entitled “Dear shareholders” and “Investor Information”).

Unless the context otherwise requires, reference herein to “Credit Suisse”, “the Group”, “we”, “us” and “our” mean Credit Suisse Group AG and its consolidated subsidiaries and the term “the Bank” means Credit Suisse, the Swiss bank subsidiary of the Group, and its consolidated subsidiaries.

The Bank, a Swiss bank and joint stock corporation established under Swiss law, is a wholly-owned subsidiary of the Group. The Bank’s registered head office is in Zurich, and it has additional executive offices and principal branches in London, New York, Hong Kong, Singapore and Tokyo.

References herein to “CHF” are to Swiss francs.

The Financial Report 4Q08 contains financial information for the year ended December 31, 2008. The Group’s and the Bank’s independent registered public accounting firm has not completed its audit of the consolidated financial statements for the year ended December 31, 2008 and the Group and the Bank have not finalized their Annual Report on Form 20-F for the period. Accordingly, such financial information is subject to completion of year-end audit procedures which may result in changes to that information.

The Financial Report 4Q08 contains statements regarding the remediation of certain internal control matters. Management has not yet completed its assessment of the Group’s and the Bank’s internal control over financial reporting for the year ended December 31, 2008, and the independent registered public accounting firm has not yet completed its attestation of management’s assessment. In connection with the filing of the Group’s and the Bank’s Annual Report on Form 20-F for the year ended December 31, 2008, the Group and the Bank will provide management’s annual report on internal control over financial reporting and the registered public accounting firm’s attestation thereon, which have not yet been finalized.




Forward-Looking Statements

This Form 6-K and the information incorporated by reference in this Form 6-K include statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act. In addition, in the future the Group, the Bank and others on their behalf may make statements that constitute forward-looking statements.

When evaluating forward-looking statements, you should carefully consider the cautionary statement regarding forward-looking information, the risk factors and other information set forth in the Group’s and the Bank’s annual report on Form 20-F for the year ended December 31, 2007 (the Credit Suisse 2007 20-F), and subsequent annual reports on Form 20-F filed by the Group and the Bank with the SEC and the Group’s and the Bank’s reports on Form 6-K furnished to or filed with the SEC, and other uncertainties and events.






Key information




Selected financial data

Selected income statement information
in4Q084Q07% change20082007% change
Statements of income (CHF million)  
Net revenues (4,659)7,5437,30536,890(80)
Provision for credit losses 485195149797227251
Compensation and benefits 3,1113,383(8)12,95815,528(17)
General and administrative expenses 2,3261,893237,2996,7818
Commission expenses 540589(8)2,0902,189(5)
Total other operating expenses 2,8662,482159,3898,9705
Total operating expenses 5,9775,865222,34724,498(9)
Income/(loss) from continuing operations before taxes (11,121)1,483(15,839)12,165
Income tax expense/(benefit) (3,233)(408)(4,922)844
Minority interests (3,336)1,852(3,751)5,013
Income/(loss) from continuing operations (4,552)39(7,166)6,308
Income/(loss) from discontinued operations (538)10(531)6
Net income/(loss) (5,090)49(7,697)6,314

Selected balance sheet information
end of4Q084Q07% change
Balance sheet statistics (CHF million)  
Total assets 1,151,6691,333,742(14)
Share capital 4,4004,4000

For a detailed description of factors that affect the results of operations of the Bank, refer to II – Operating and financial review – Operating environment in the Credit Suisse 2007 20-F and I – Credit Suisse Results – Operating environment in the Credit Suisse Financial Report 4Q08.



BIS statistics



Basel II


Basel I

Basel II
% change

end of4Q084Q074Q07QoQ
Capital (CHF million)  
Tier 1 capital 34,19229,82832,25415
   of which non-cumulative perpetual preferred securities and capital notes 11,8973,5143,514239
Total BIS regulatory capital 47,83940,89244,31817
Capital ratios (%)  
Tier 1 ratio 13.99.611.0
Total BIS regulatory capital ratio 19.513.215.1




Operating and financial review and prospects

Except where noted, the business of the Bank is substantially the same as the business of the Group, and substantially all of the Bank’s operations are conducted through the Private Banking, Investment Banking and Asset Management segments. These segment results are included in Core Results. Certain other assets, liabilities and results of operations are managed as part of the activities of the three segments, however, since they are legally owned by the Group, they are not included in the Bank’s consolidated financial statements. These relate principally to the activities of Clariden Leu, Neue Aargauer Bank and BANK-now, which are managed as part of Private Banking. Core Results also includes certain Group corporate center activities that are not applicable to the Bank.

These operations and activities vary from period to period and give rise to differences between the Bank’s consolidated assets, liabilities, revenues and expenses, including pensions and taxes, and those of the Group.



Differences between the Group and the Bank businesses
EntityPrincipal business activity
Clariden Leu 1Banking and securities
Neue Aargauer Bank Banking (in the Swiss canton of Aargau)
BANK-now 2Private credit and car leasing (in Switzerland)
Financing vehicles of the Group   Special purpose vehicles for various funding activities of the Group, including for purposes of raising consolidated capital
1    Formed as of January 1, 2007 by the merger of the private banks Clariden Bank, Bank Leu, Bank Hofmann and BGP Banca die Gestione Patrimoniale, and the securities dealer Credit Suisse Fides.      2    Formed as of January 3, 2007 as a subsidiary of Credit Suisse Group. The operations comprising BANK-now were previously recorded in the Bank.



Comparison of consolidated statements of income
BankGroup
in4Q084Q074Q084Q07
Statements of income (CHF million)  
Net revenues (4,659)7,543(4,468)8,133
Total operating expenses 5,9775,8656,3936,095
Income/(loss) before taxes and minority interests (11,121)1,483(11,347)1,835
Income/(loss) from continuing operations (4,552)39(5,486)530
Net income/(loss) (5,090)49(6,024)540

Comparison of consolidated statements of income
BankGroup
in2008200720082007
Statements of income (CHF million)  
Net revenues 7,30536,8909,26839,321
Total operating expenses 22,34724,49823,35725,341
Income/(loss) before taxes and minority interests (15,839)12,165(14,902)13,740
Income/(loss) from continuing operations (7,166)6,308(7,687)7,754
Net income/(loss) (7,697)6,314(8,218)7,760

Comparison of consolidated balance sheets
BankGroup
end of4Q084Q074Q084Q07
Balance sheet statistics (CHF million)  
Total assets 1,151,6691,333,7421,170,3501,360,680
Total liabilities 1,124,3451,302,4081,138,0481,317,481

For information on the operating and financial review and prospects of the Bank, refer to I – Credit Suisse results on pages 6 to 21, II – Results by division on pages 24 to 50 and III – Overview of Results and Assets under Management on pages 52 to 56. These sections are included in the Credit Suisse Financial Report 4Q08.






Legal proceedings

Credit Suisse is involved in a number of judicial, regulatory and arbitration proceedings concerning matters arising in connection with the conduct of its businesses. Some of these actions have been brought on behalf of various classes of claimants and seek damages of material and /or indeterminate amounts. Credit Suisse believes, based on currently available information and advice of counsel, that the results of such proceedings, in the aggregate, will not have a material adverse effect on its financial condition but might be material to operating results for any particular period, depending, in part, upon the operating results for such period.

Information on Credit Suisse’s legal proceedings is set forth in Note 22 – Litigation in V – Condensed consolidated financial statements – unaudited in the Credit Suisse Financial Report 4Q08.

Huntsman Litigation
Huntsman Corporation has sued Credit Suisse Securities (USA) LLC (CSS LLC), along with another lender, in Texas state court alleging tortious interference in connection with the merger agreement between Hexion Specialty Chemicals and Huntsman and a prior merger agreement between Huntsman and Basell that was terminated in favor of the Hexion deal. Huntsman has also asserted causes of action for fraud, negligent misrepresentation and civil conspiracy. The jury trial is scheduled to begin in May 2009.

Auction Rate Securities
CSS LLC is responding to a number of customer demands and participating in Financial Industry Regulatory Authority arbitrations relating to the sale of certain auction rate securities (ARS) in connection with our Private Banking business. In addition, a lawsuit has been filed by a customer in the U.S. District Court for the Eastern District of New York against Credit Suisse alleging violations of the federal securities laws and various common law causes of action relating to the sale of certain ARS.




Treasury and Risk Management

For information on the Bank’s treasury and risk management, refer to IV – Treasury and Risk management on pages 58 to 71 of the Credit Suisse Financial Report 4Q08.




Exhibits

No. Description



99.1 Credit Suisse Financial Report 4Q08






Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 

 

CREDIT SUISSE

 (Registrant)

 

 

Date: February 12, 2009





By:

/s/ Brady Dougan

Brady Dougan

Chief Executive Officer





By:

/s/ Renato Fassbind

Renato Fassbind

Chief Financial Officer