CREDIT SUISSE (Incorporated in Switzerland)

Transcription

1 CREDIT SUISSE (Incorporated in Switzerland) Registration Document This Registration Document comprises: Table of Contents (page 3); Information Incorporated by Reference (pages 4-9); Risk Factors (page 9); General Information (pages 10-11); and the following, which are incorporated herein by reference and have been filed with the Irish Stock Exchange: the 2009 First Quarter Financial Report on Form 6-K of Credit Suisse dated 7 May 2009 (the First Quarter Form 6-K Dated 7 May 2009 ) which includes the Financial Report 1Q09 exhibited thereto as indicated under the heading Information Incorporated by Reference (pages 4-5); the 2009 First Quarter Financial Report on Form 6-K of Credit Suisse dated 24 April 2009 (the First Quarter Form 6-K Dated 24 April 2009 ) which includes the Financial Report 1Q09 exhibited thereto as indicated under the heading Information Incorporated by Reference (pages 5-6); the 2008 Annual Report on Form 20-F of Credit Suisse (the Annual Report 2008 ), as indicated under the heading Information Incorporated by Reference (pages 6-8); and the 2007 Annual Report on Form 20-F of Credit Suisse (the Annual Report 2007 ), as indicated under the heading Information Incorporated by Reference (pages 8-9). This Registration Document has been prepared pursuant to Prospectus (Directive 2003/71/EC) Regulations The information in this Registration Document has been prepared pursuant to Article 14 of Commission Regulation (EC) No. 809/2004 of April 29, The Registration Document has been approved by the Irish Financial Services Regulatory Authority, as competent authority under the Prospectus Directive 2003/71/EC. The Irish Financial Services Regulatory Authority only approves this Registration Document as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive 2003/71/EC. This Registration Document replaces in its entirety the Registration Document approved by the Irish Financial Services Regulatory Authority dated April 7, The appointed Irish Listing Agent is J&E Davy, Davy House, 49 Dawson Street, Dublin 2, Ireland. Prospective investors should read the entire document and, in particular, the Risk Factors set out in pages of the Annual Report 2008, when considering an investment in Credit Suisse debt securities. Registration Document dated May 15,

2 For purposes of this Registration Document, unless the context otherwise requires, the terms Credit Suisse, the Bank, we, us and our mean Credit Suisse, the Swiss bank subsidiary of the Group, and its consolidated subsidiaries, and the term the Group means Credit Suisse Group and its consolidated subsidiaries. 2

3 Table of Contents 4 Information Incorporated by Reference 9 Risk Factors 10 General Information 10 Credit Suisse 10 Credit Suisse s Auditors 10 Documents on Display 10 Change 10 Address of Directors and Executives 11 Market Activity 11 Conflicts 11 Responsibility Statements 11 Legal and Arbitration Proceedings 11 Interim Financial Information 3

4 Information Incorporated by Reference The table below lists the specific items of the First Quarter Form 6-K Dated 7 May 2009, the First Quarter Form 6-K Dated 24 April 2009, the Annual Report 2008 and the Annual Report 2007 that are hereby incorporated by reference (any information not listed in the cross-reference list below but included in the documents incorporated by reference is either not relevant for the investor or covered elsewhere in the Registration Document). Section number Section heading Sub heading Page(s) N/A Form 6-K First Quarter Form 6-K Dated 7 May 2009 Cover page 1 Explanatory Note 2 Exhibits 3 I II III IV V Exhibit to First Quarter Form 6-K Dated 7 May 2009 (Financial Report 1Q09) Credit Suisse Results Results by division Overview of Results and Assets under Management Treasury and Risk management Condensed consolidated financial statements Financial highlights 1 Dear shareholders 2-3 Table of Contents 4 Credit Suisse at a glance 5 Operating environment 6-9 Credit Suisse Core Results Core Results Fair valuations 16 Core Results Compensation and benefits 16 Key performance indicators 18 Private Banking Investment Banking Asset Management Results Assets under Management Treasury management Risk management Report of Independent Registered Public Accounting Firm Condensed consolidated financial statements, including:

5 Consolidated statements of income Consolidated balance sheets Consolidated statements of cash flows Notes to the condensed consolidated financial statements, including summary of significant accounting policies N/A Form 6-K First Quarter Form 6-K Dated 24 April 2009 Cover page 1 Introduction 2 Forward-looking statements 2 Key Information Selected financial data Key Information Operating and financial review and prospects Key Information Treasury and Risk Management 6 Exhibits 7 I Exhibit to First Quarter Form 6-K Dated 24 April 2009 (Financial Report 1Q09) Credit Suisse Results Financial highlights 1 Dear shareholders 2 Table of Contents 4 Credit Suisse at a glance 5 Operating environment 6-9 Credit Suisse 10 II Results by division Core Results 12 Core Results Compensation and benefits 16 Core Results Fair valuations 16 Key performance indicators 17 Private Banking Investment Banking Asset Management III Overview of Results and Assets Results

6 IV V under Management Assets under Management Treasury and Risk management Condensed consolidated financial statements Treasury management Risk management Condensed consolidated financial statements, including: Consolidated statements of operations Consolidated balance sheets Consolidated statements of cash flows Notes to the condensed consolidated financial statements, including summary of significant accounting policies Annual Report 2008 N/A Form 20-F N/A N/A I Financial highlights 1 Dear shareholders, clients and colleagues Index 6-9 Operating as an integrated bank Information on the company 2-5 Review of the year s events Vision, mission and principles 16 Strategy Our businesses Organizational and regional structure Global reach of Credit Suisse Corporate citizenship 34 Regulation and supervision II Operating and financial review Operating environment Credit Suisse Core Results Key performance indicators 57 Private Banking Wealth Management Corporate & Retail Banking

7 III IV VII VIII IX Treasury, Risk, Balance sheet, and Off-balance sheet Corporate governance Consolidated financial statements Credit Suisse (Bank) Parent company financial statements Credit Suisse (Bank) Additional information Investment Banking Asset Management Corporate Center 83 Results Summary Assets under Management Critical accounting estimates Treasury management Risk management Balance sheet, off-balance sheet and other contractual obligations Overview Shareholders Board of Directors Executive Board Compensation Additional information Report of the Group Auditors Consolidated statements of operations 317 Consolidated balance sheets Consolidated statements of changes in shareholder s equity 320 Comprehensive income 321 Consolidated statements of cash flows Notes to the consolidated financial statements Controls and procedures Report of the Group Auditors 380 Report of the Statutory Auditors Financial review 385 Statements of income 386 Balance sheets 387 Off-balance sheet business 388 Notes to the financial statements Proposed appropriation of retained earnings 396 Statistical information Legal proceedings

8 X Investor information Risk factors Other information Foreign currency translation rates 434 Investor information List of abbreviations Annual Report 2007 N/A Form 20-F N/A N/A I Financial highlights 1 Index 2-5 Dear shareholders, clients and colleagues Information on the Company 6-8 Credit Suisse at a glance II III Operating and financial review Balance sheet, Off-balance sheet, Treasury and Risk Global reach of Credit Suisse The year at Credit Suisse 14 Vision, mission and principles 15 Corporate citizenship 15 Strategy Our business Organizational Structure Regulation and supervision Operating environment Credit Suisse Core Results Key performance indicators 47 Private Banking Wealth Management Corporate & Retail Banking Investment Banking Asset Management Corporate Center 69 Results Summary Assets under Management Critical accounting estimates Balance sheet, off-balance sheet and other contractual obligations

9 IV VII VIII IX Corporate governance Consolidated financial statements Credit Suisse (Bank) Parent company financial statements Credit Suisse (Bank) Additional information Treasury management Risk management Overview Shareholders Board of Directors Executive Board Compensation Additional information Report of the Group Auditors Consolidated statements of income 283 Consolidated balance sheets Statements of changes in shareholder s equity 286 Comprehensive income 287 Consolidated statements of cash flows Notes to the consolidated financial statements Controls and procedures Report of the Group Auditors 336 Report of the Statutory Auditors 339 Financial review 340 Statements of income 341 Balance sheets 342 Off-balance sheet business 343 Notes to the financial statements Proposed appropriation of retained earnings 350 Statistical information Legal proceedings Risk factors Other information Foreign currency translation rates 386 X Investor information Investor information Risk Factors See pages of the Annual Report 2008, which are incorporated herein by reference. 9

10 General Information 1. Credit Suisse Credit Suisse was established on July 5, 1856 and registered in the Commercial Register (registration no. CH ) of the Canton of Zurich on April 27, 1883 for an unlimited duration under the name Schweizerische Kreditanstalt. Credit Suisse s name was changed to Credit Suisse First Boston on December 11, On May 13, 2005, the Swiss banks Credit Suisse First Boston and Credit Suisse were merged. Credit Suisse First Boston was the surviving legal entity, and its name was changed to Credit Suisse (by entry in the commercial register). Credit Suisse, a Swiss bank and joint stock corporation established under Swiss law, is a wholly owned subsidiary of Credit Suisse Group. Credit Suisse s registered head office is in Zurich, and it has additional executive offices and principal branches located in London, New York, Hong Kong, Singapore and Tokyo. Credit Suisse s registered head office is located at Paradeplatz 8, CH-8001, Zurich, Switzerland, and its telephone number is Credit Suisse s Auditors Credit Suisse s statutory and bank law auditor is KPMG Klynveld Peat Marwick Goerdeler SA, Badenerstrasse 172, 8004 Zurich, Switzerland (KPMG). KPMG is a member of the Swiss Institute of Certified Accountants and Tax Consultants. Credit Suisse s special auditor is BDO Visura, Fabrikstrasse 50, 8031 Zurich, Switzerland. 3. Documents on Display For the life of this registration document, the following documents (or copies thereof) may be physically inspected at the registered head office of Credit Suisse at Paradeplatz 8, CH-8001, Zurich, Switzerland: i. the Articles of Association of Credit Suisse; and ii. historical financial information of Credit Suisse and its subsidiary undertakings for the financial years ended December 31, 2008 and This information is also available on the Credit Suisse Group website, 4. Change Save as disclosed in the First Quarter Form 6-K Dated 24 April 2009 and the First Quarter Form 6-K Dated 7 May 2009, there has been no material adverse change in the prospects of Credit Suisse and its consolidated subsidiaries since December 31, Save as disclosed in the First Quarter Form 6-K Dated 24 April 2009 and the First Quarter Form 6-K Dated 7 May 2009, there has been no significant change in the financial position of Credit Suisse and its consolidated subsidiaries since March 31, Address of Directors and Executives 10

11 The business address of the members of the Board of Directors and the members of the Executive Board is Paradeplatz 8, CH-8001, Zurich, Switzerland. 6. Market Activity Credit Suisse may update its expectations on market activity, and any such update will be included in its quarterly or annual reports. 7. Conflicts There are no conflicts of interest of the members of the Board of Directors and the members of the Executive Board between their duties to the Bank and their private interests and/or other duties. 8. Responsibility Statements Credit Suisse takes responsibility for the information contained in this registration document, having taken all reasonable care to ensure that such is the case, and is satisfied that the information contained in this registration document, is, to the best knowledge and belief of Credit Suisse, in accordance with the facts and contains no omission likely to affect its import. 9. Legal and Arbitration Proceedings Except as disclosed in the section Additional Information Legal proceedings in the Annual Report 2008, in the First Quarter Form 6-K Dated 24 April 2009 under the heading Litigation (page 104 of the exhibit to the First Quarter Form 6-K Dated 24 April 2009), and in the First Quarter Form 6-K dated 7 May 2009 under the heading Litigation (page 125 of the exhibit to the First Quarter Form 6-K Dated 7 May 2009), each as incorporated by reference herein, there are no, and have not been during the period of 12 months ending on the date of this Registration Document, any governmental, legal or arbitration proceedings which may have, or have had in the past, significant effects on the Bank s financial position or profitability, and Credit Suisse is not aware of any such proceedings being either pending or threatened. 11. Interim Financial Information The First Quarter Form 6-K Dated 24 April 2009 and the First Quarter Form 6-K Dated 7 May 2009 provides interim financial information for Credit Suisse. This information has not been audited. 11