Potential problem loans
December 31, in CHF m | | 2003 | | 2002 | 1) | 2001 | 1) | 2000 | 1) | 1999 | 1) |
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Switzerland | | 1,604 | | 1,796 | | 2,169 | | 2,616 | | 3,038 | |
Foreign | | 397 | | 1,612 | | 2,514 | | 3,766 | | 555 | |
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Total potential problem loans | | 2,001 | | 3,408 | | 4,683 | | 6,382 | | 3,593 | |
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1) Prior years have not been adjusted for discontinued operations. |
Restructured loans
| | | | | | | | | | | | Interest income | | Interest income | |
| | | | | | | | | | | | which would have | | which was | |
| | | | | | | | | | | | been recognized | | recognized | |
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December 31, in CHF m | | 2003 | | 2002 | 1) | 2001 | 1) | 2000 | 1) | 1999 | 1) | 2003 | | 2002 | 1) | 2003 | | 2002 | 1) |
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Switzerland | | 21 | | 52 | | 114 | | 157 | | 380 | | 3 | | 4 | | 2 | | 3 | |
Foreign | | 259 | | 229 | | 0 | | 111 | | 39 | | 8 | | 18 | | 7 | | 13 | |
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Total restructured loans | | 280 | | 281 | | 114 | | 268 | | 419 | | 11 | | 22 | | 9 | | 16 | |
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1) Prior years have not been adjusted for discontinued operations. |
For additional information about non-performing loans and potential loan problems, refer to “Item 11 – Quantitative Disclosure About Market Risk – Credit risk for the banking businesses.”
Cross-border outstandings
Cross-border outstandings represent net claims against non-local country counterparties. These include loans plus accrued interest, acceptances, interest earning deposits with other banks, other interest earning investments and any other monetary assets, including securities. To the extent material local currency outstandings are hedged or are funded by local currency borrowings, such amounts are not included as cross border outstandings.
The following table represents cross-border outstandings as of the end of each of the last three years, stating the name of the country and the aggregate amount of cross-border outstandings to borrowers in each foreign country where such outstandings exceed 0.75% of our total banking assets at December 31, 2003, 2002 and 2001. Deducted from the gross outstandings are guaranteed or secured loans, provided the political and transfer risks are also covered explicitly by the guarantee or security.
| | | | Commercial | | | | | | | | Net local | | | | | |
| | | | (includes | | | | | | | | country | | | | | |
| | | | lease | | | | Public | | | | assets over | | Commit- | | | |
in CHF m | | Banks | | financings) | | Consumer | | authorities | | Subtotal | | liabilities | | ments | | Total | |
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December 31, 2003 | | | | | | | | | | | | | | | | | |
United States | | 11,544 | | 23,936 | | 780 | | 490 | | 36,750 | | 0 | | 81,783 | | 118,533 | |
Germany | | 21,216 | | 11,177 | | 1,078 | | 926 | | 34,397 | | 45 | | 3,434 | | 37,876 | |
United Kingdom | | 7,305 | | 5,723 | | 1,049 | | 117 | | 14,194 | | 0 | | 4,722 | | 18,916 | |
Italy | | 6,327 | | 6,148 | | 215 | | 4,037 | | 16,727 | | 365 | | 1,166 | | 18,258 | |
France | | 7,256 | | 5,233 | | 341 | | 143 | | 12,973 | | 861 | | 2,584 | | 16,418 | |
Cayman Islands | | 676 | | 6,567 | | 73 | | 0 | | 7,316 | | 0 | | 1,559 | | 8,875 | |
The Netherlands | | 5,734 | | 4,482 | | 2,254 | | 38 | | 12,508 | | 0 | | 1,510 | | 14,018 | |
Spain | | 1,875 | | 3,659 | | 53 | | 1,625 | | 7,212 | | 0 | | 413 | | 7,625 | |
Japan | | 444 | | 3,627 | | 125 | | 91 | | 4,287 | | 4,819 | | 187 | | 9,293 | |
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December 31, 2002 1) | | | | | | | | | | | | | | | | | |
United States | | 3,616 | | 13,098 | | 655 | | 1,598 | | 18,967 | | 52,776 | | 86,755 | | 158,498 | |
Germany | | 41,066 | | 10,108 | | 707 | | 9,829 | | 61,710 | | 0 | | 4,259 | | 65,969 | |
United Kingdom | | 11,961 | | 11,673 | | 788 | | 332 | | 24,754 | | 0 | | 9,297 | | 34,051 | |
Italy | | 12,520 | | 2,805 | | 132 | | 3,283 | | 18,740 | | 0 | | 572 | | 19,312 | |
France | | 4,762 | | 4,554 | | 268 | | 1,072 | | 10,656 | | 871 | | 5,256 | | 16,783 | |
Cayman Islands | | 386 | | 9,802 | | 246 | | 27 | | 10,461 | | 0 | | 2,308 | | 12,769 | |
The Netherlands | | 4,468 | | 2,887 | | 1,344 | | 384 | | 9,083 | | 18 | | 1,058 | | 10,159 | |
Spain | | 3,398 | | 1,516 | | 50 | | 3,109 | | 8,073 | | 0 | | 280 | | 8,353 | |
Luxembourg | | 1,698 | | 3,693 | | 989 | | 46 | | 6,426 | | 403 | | 989 | | 7,818 | |
Japan | | 2,921 | | 2,804 | | 95 | | 701 | | 6,521 | | 0 | | 348 | | 6,869 | |
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December 31, 2001 1) | | | | | | | | | | | | | | | | | |
United States | | 7,225 | | 11,601 | | 169 | | 1,863 | | 20,858 | | 21,233 | | 141,222 | | 183,313 | |
Germany | | 38,244 | | 7,949 | | 948 | | 12,974 | | 60,115 | | 0 | | 935 | | 61,050 | |
United Kingdom | | 8,813 | | 13,555 | | 415 | | 1,024 | | 23,807 | | 0 | | 10,638 | | 34,445 | |
Italy | | 18,088 | | 2,623 | | 421 | | 5,111 | | 26,243 | | 0 | | 160 | | 26,403 | |
France | | 9,119 | | 5,428 | | 207 | | 928 | | 15,682 | | 100 | | 2,318 | | 18,100 | |
The Netherlands | | 4,221 | | 4,632 | | 491 | | 847 | | 10,191 | | 0 | | 821 | | 11,012 | |
Spain | | 1,905 | | 1,259 | | 535 | | 4,719 | | 8,418 | | 0 | | 39 | | 8,457 | |
Belgium | | 5,727 | | 470 | | 71 | | 1,495 | | 7,763 | | 0 | | 62 | | 7,825 | |
Japan | | 2,100 | | 3,882 | | 322 | | 534 | | 6,838 | | 0 | | 330 | | 7,168 | |
Canada | | 793 | | 1,337 | | 167 | | 1,677 | | 3,974 | | 79 | | 3,100 | | 7,153 | |
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1) Certain minor definitional changes were implemented in 2003. Prior periods have not been restated to reflect the current presentation and have not been adjusted for discontinued operations. |
ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Board of Directors of Credit Suisse Group
Membership and qualifications
The Articles of Association provide that the Board of Directors, or the Board, shall consist of a minimum of seven members. Credit Suisse Group believes that the size of the Board must be such that the standing committees can be staffed with qualified members, but, at the same time, the Board must be small enough to enable an effective and rapid decision-making process. The members are elected individually for a period of three years and are eligible for re-election. There is no requirement in the Articles of Association for a staggered board. One year of office is understood to be the period of time from one ordinary General Meeting of Shareholders to the close of the next ordinary General Meeting of Shareholders. While the Articles of Association do not provide for any age or term limitations, Credit Suisse Group’s Internal Regulations Governing the Conduct of Business specify that the members of the Board shall retire at the ordinary General Meeting of Shareholders in the year in which they reach age 70. None of the Group’s directors has a service contract with the Group or any of its subsidiaries providing for benefits upon termination of their service.
The Chairman’s and Governance Committee recruits and evaluates candidates for Board membership based on a set of criteria established by the committee. The committee may also retain outside consultants with respect to the identification and recruitment of potential new Board members. In its assessment of candidates, the Chairman’s and Governance Committee considers the requisite skills and characteristics of Board members as well as the composition of the Board as a whole. Among other considerations, the committee takes into account independence, diversity, age, skills and management experience in the context of the needs of the Board to fulfill its responsibilities. Any newly appointed director participates in an orientation program to familiarize himself or herself with Credit Suisse Group’s organizational structure, strategic plans, significant financial, accounting and risk matters and other important issues.
Independence
The Board currently consists only of directors who have no executive functions within the Group and includes a majority of independent directors, as determined by the Board in its sole discretion, taking into account the factors set forth in the Internal Regulations Governing the Conduct of Business, the Committee Charters and applicable laws and listing standards. The Chairman’s and Governance Committee performs an annual assessment of the independence of each Board member and reports its findings to the Board for final determination of independence of each individual member. In general, a director is considered independent if he or she is not, and has not been for the prior three years, employed as an executive officer of Credit Suisse Group or any of its subsidiaries, is not and has not been for the prior three years an employee or affiliate of the Group’s external auditor and does not maintain, in the sole determination of the Board, a material direct or indirect business relationship with Credit Suisse Group or any of its subsidiaries. No Board member is considered independent if he or she is part of an interlocking directorate in which a member of the Group Executive Board serves on the compensation committee of another company that employs the Board member. Board members with immediate family members who would not qualify as independent are also not considered independent. The Credit Suisse Group independence definition is substantially the same as the NYSE definition with the exception that its own independence requirements do not include a technical three-year look-back period for an interlocking directorate, in which a member of the Group Executive Board serves on the compensation committee of another company that employs the Board member.
Whether or not a relationship between Credit Suisse Group or any of its subsidiaries and a member of the Board is considered material depends in particular of the following factors:
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The volume and the size of any transactions concluded in relation to the financial status and credit rating of the board member concerned or the organization in which he or she is a partner, significant shareholder or executive officer.
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The terms and conditions applied to such transactions in comparison to those applied to transactions with counterparties of similar credit standing.
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Whether the transactions are subject to the same internal approval processes and procedures as transactions that are concluded with parties that are not related to a Board member.
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Whether the transactions are performed in the ordinary course of business.
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Whether the transactions are structured in such a way and on such terms and conditions that the transaction could be concluded with a third-party provider on comparable terms and conditions.
Meetings
The Board holds at least six regular, generally full-day meetings per year. In addition, the Board convenes as often as required to discuss any urgent matters. The Chairman calls the meeting with sufficient notice and prepares an agenda for each meeting. However, any other Board member has the right to call an extraordinary meeting, if deemed necessary. The Chairman has the discretion to invite members of management to attend the meetings. Generally, all members of the Group Executive Board attend the meetings to ensure an effective interaction with the Board. At most meetings, the Board holds separate private sessions, without management present, to discuss particular issues. Minutes are kept of the proceedings and resolutions of the Board.
Board responsibilities
By establishing the Internal Regulations Governing the Conduct of Business of Credit Suisse Group, the Board has delegated the management of the company and the preparation and implementation of its resolutions to committees of the Board and to certain management bodies or executive officers to the extent permitted by law, in particular article 716a and 716b of the Swiss Code of Obligations, and Credit Suisse Group’s Articles of Association.
With responsibility for the overall direction, supervision and control of the company, the Board regularly assesses the Group’s competitive position and approves strategic and financial plans. At each meeting, the Board receives a status report on the financial results of the Group. In addition, the Board regularly receives management information packages, which provide detailed information on the performance and financial status of the Group as well as risk reports outlining recent developments and outlook scenarios. Management also provides the Board members with regular updates on key issues as deemed appropriate or as requested. All members of the Board have access to all information concerning the Group. Should a member of the Board require information or wish to review Group documents outside a meeting, he or she can address this request to the Chairman of the Board.
The Board also reviews and approves significant changes in the Group’s structure and organization and is actively involved in significant projects including acquisitions, divestitures and major investments. The Board also performs a self-assessment once a year.
Board Committees
The Board currently has four standing committees, the Chairman’s and Governance Committee, the Audit Committee, the Compensation Committee and the Risk Committee. The committee members are appointed for a term of one year.
Chairman’s and Governance Committee
The Chairman’s and Governance Committee consists of the Chairman of the Board and not less than two other members, a majority of whom must be independent pursuant to its charter. The current members are: Walter B. Kielholz (Chairman), Peter Brabeck-Letmathe, Hans-Ulrich Doerig, Aziz R.D. Syriani and Peter F. Weibel. The Chairman’s and Governance Committee has its own charter, which has been approved by the Board. It generally meets once a month. The Chairman may ask members of management to attend all or part of a meeting.
The Chairman’s and Governance Committee acts as counselor to the Chairman and discusses a broad variety of topics in preparation for Board meetings. In addition, the Chairman’s and Governance Committee has the responsibility to develop and recommend to the Board a set of Corporate Governance Guidelines and to review these guidelines from time to time. At least annually, the Chairman’s and Governance Committee reviews the independence of the Board members and reports its findings to the Board for final determination. The Chairman’s and Governance Committee is also responsible for identifying, evaluating, recruiting and nominating new Board members in accordance with the criteria established by the committee, subject to applicable laws and regulations.
Moreover, at least annually, the Chairman’s and Governance Committee reviews and evaluates the performance of the Chairman of the Board and the Co-Chief Executive Officers and makes recommendations to the Board. The Chairman of the Board does not participate in the discussion of his own performance. The Chairman’s and Governance Committee proposes to the Board the appointment, promotion, dismissal or replacement of members of the Group Executive Board. The Chairman’s and Governance Committee also reviews with the Chairman and the Co-Chief Executive Officers the succession plans relating to positions held by senior executive officers of the Group and makes recommendations to the Board with respect to the selection of individuals to occupy these positions.
Audit Committee
The Audit Committee consists of not less than three members, all of whom must be independent pursuant to the Audit Committee charter. The current members are: Peter F. Weibel (Chairman), Thomas D. Bell, Aziz R.D. Syriani and David W. Syz. The Audit Committee has its own charter, which has been approved by the Board.
Pursuant to its charter, the members of the Audit Committee are subject to additional independence requirements, which exceed those applied to other members of the Board. None of the Audit Committee members may be an affiliated person of the Group or may, directly or indirectly, accept any consulting, advisory or other compensatory fees from the Group other than their regular compensation as Board and Audit Committee members. In line with the Audit Committee charter, all Audit Committee members must be financially literate. In addition, they may not serve on the audit committee of more than two other companies, unless the Board deems that such membership would not impair the member’s ability to serve on Credit Suisse Group’s Audit Committee. All of the Group’s Audit Committee members meet these standards.
The Audit Committee meets at least quarterly prior to the publication dates of the financial statements. The meetings are attended by management representatives as required in light of the meeting agenda. In addition, the head of Internal Audit and senior representatives of the External Auditor attend the meetings.
The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by monitoring and assessing the integrity of the financial statements and disclosures of the financial condition, results of operations and cash flows of the Group, monitoring processes designed to ensure compliance by the Group with legal and regulatory requirements, monitoring the qualifications, independence and performance of the External and Internal Auditors and monitoring the adequacy of financial reporting processes and systems of internal accounting and financial controls. The Audit Committee also pre-approves the retention of and fees paid to the External Auditor for all audit and non-audit services. For this purpose, it has developed and approved a policy, which is designed to help ensure that the independence of the External Auditor is maintained. The policy limits the scope of services that may be provided to Credit Suisse Group or any of its subsidiaries by the External Auditor to audit and certain permissible types of non-audit services, including audit-related services, tax services and other services that have been pre-approved by the Audit Committee. The Audit Committee pre-approves all other services on a case-by-case basis. The External Auditor is required to periodically report to the Audit Committee regarding the extent of services provided by the External Auditor and the fees for the services performed to date. For additional information, refer to “Item 16c – Principal Accountant Fees and Services.”
Compensation Committee
The Compensation Committee consists of not less than three members, a majority of whom must be independent pursuant to its charter. The current members are: Aziz R. D. Syriani (Chairman), Robert H. Benmosche and Peter Brabeck-Letmathe. The Compensation Committee has its own charter, which has been approved by the Board. Besides a number of shorter meetings throughout the year as needed to perform its duties and responsibilities, the Compensation Committee has two main meetings per year, where it convenes for the primary purpose of reviewing the performance of the business units and the respective management teams, and determining and approving the overall compensation pools, the compensation payable to the members of the Executive Boards of the Group and its two business units, Internal Audit and other members of senior management. Other duties and responsibilities include the approval of compensation plans and the overall amount of the performance-related compensation. Under Swiss law, the shareholders approve the creation of conditional capital used for the purposes of providing shares under applicable employee benefit plans. In order to support the analysis and diligence of the work of the Compensation Committee, an independent global compensation consulting firm specialized in supporting companies in their compensation decisions and processes has been retained by the committee. Further information on the compensation philosophy of the Group can be found in the section on “Compensation” below.
Risk Committee
The Risk Committee consists of not less than three members. The current members are: Hans-Ulrich Doerig (Chairman), Thomas W. Bechtler, Noreen Doyle and Ernst Tanner. The Risk Committee has its own charter, which has been approved by the Board. The Risk Committee generally meets four times a year. Its main duties are to assist the Board in assessing the different types of risk and the risk management structure, organization and processes in the Group. The Risk Committee approves selected risk limits and makes recommendations to the Board on all its risk-related responsibilities including the review of major risk management and capital adequacy requirements.
Members of the Board of Directors and the Committees
Walter B. Kielholz
Chairman
1)
Peter Brabeck-Letmathe
Vice-Chairman
1) 2)
Hans-Ulrich Doerig
Vice-Chairman
1) 4)
Thomas W. Bechtler
4)
Thomas D. Bell
3)
Robert H. Benmosche
2)
Noreen Doyle
4) 5)
Aziz R. D. Syriani
1) 2) 3)
David W. Syz
3) 5)
Ernst Tanner
4)
Peter F. Weibel
1) 3) 5)
1)
Member of the Chairman’s and Governance Committee, chaired by Walter B. Kielholz
2)
Member of the Compensation Committee, chaired by Aziz R. D. Syriani
3)
Member of the Audit Committee, chaired by Peter F. Weibel
4)
Member of the Risk Committee, chaired by Hans-Ulrich Doerig
5)
since April 30, 2004
The composition of the Boards of Directors of the Group’s principal subsidiaries, Credit Suisse, Credit Suisse First Boston, “Winterthur” Swiss Insurance Company and Winterthur Life, is the same as the composition of the Board of Directors of Credit Suisse Group.
Changes in the Board of Directors
Marc-Henri Chaudet retired from the Board of Directors as per Credit Suisse Group’s Annual General Meeting on April 30, 2004.
Walter B. Kielholz
Born 1951, Swiss Citizen
Credit Suisse Group
Paradeplatz 8
P.O. Box 1
8070 Zurich, Switzerland
Chairman of the Board of Directors and the Chairman’s and Governance Committee since January 1, 2003. Prior to that appointment, Mr. Kielholz served as Vice-Chairman of the Board (from May 31, 2002 to December 31, 2002) and Chairman of the Audit Committee (from May 28, 1999 to December 31, 2002). He was first appointed to the Board in 1999. His term expires at the Annual General Meeting in 2006. The Board has determined him to be independent under the Group’s independence standards.
Walter B. Kielholz studied Business Administration at the University of St. Gallen, and graduated in 1976 with a degree in Business Finance and Accounting.
His career began at the General Reinsurance Corporation, Zurich. After working in the United States, the United Kingdom and Italy, he assumed responsibility for the company’s European marketing. In 1986, he moved to Credit Suisse, Zurich, where he was responsible for client relations with large insurance groups in the Multinational Services department.
Mr. Kielholz joined Swiss Re, Zurich, at the beginning of 1989. He became a member of Swiss Re’s Executive Board in January 1993 and was Swiss Re’s Chief Executive Officer from January 1, 1997 to December 31, 2002. A Board member since June 1998, the Board of Directors of Swiss Re appointed him Vice-Chairman with effect from January 1, 2003. Walter B. Kielholz is a member of the International Association for the Study of Insurance Economics (“The Geneva Association”), President of the foundation Avenir Suisse, member of the Board of Trustees of the Lucerne Festival and Chairman of the Zurich Art Society.
Peter Brabeck-Letmathe
Born 1944, Austrian Citizen
Nestlé SA
Avenue Nestlé 55
1800 Vevey, Switzerland
Vice-Chairman of the Board, member of the Chairman’s and Governance Committee since 2003 and member of the Compensation Committee since 2000 (Chairman from 2000 to 2004). Mr. Brabeck-Letmathe was first appointed to the Board in 1997. He served as Lead Independent Director from March 2001 until the end of 2002. His term as a member of the Board expires at the Annual General Meeting in 2005. The Board has determined him to be independent under the Group’s independence standards.
Peter Brabeck-Letmathe studied Economics at the University of World Trade in Vienna. After graduation in 1968, he joined Nestlé’s sales operations in Austria. His career within Nestlé includes a variety of assignments in several European countries as well as in Latin America. Since 1987, he has been based at Nestlé’s headquarters in Vevey. Since 1997, Mr. Brabeck-Letmathe has served as the Chief Executive Officer of Nestlé. Since 1997, he has also been a member of Nestlé’s Board of Directors, currently serving as its Vice-Chairman (since 2001).
Mr. Brabeck-Letmathe is a member of the Boards of Directors of L’Oréal SA, Paris (since 1997) and Roche Holding SA, Basel (since 2000). He is also Deputy Chairman of the Board of The Prince of Wales International Business Leaders Forum and a member of ERT (European Round Table of Industrialists), the Bretton Woods Committee’s International Council, Avenir Suisse and the World Economic Forum.
Hans-Ulrich Doerig
Born 1940, Swiss Citizen
Credit Suisse Group
Paradeplatz 8
P.O. Box 1
8070 Zurich, Switzerland
Full-time Vice-Chairman of the Board and Chairman of the Risk Committee since 2003. Prior to that appointment, Mr. Doerig served as Vice-Chairman of the Group Executive Board from 1998 to 2003 and Chief Risk Officer from 1998 until 2002. His term as a member of the Board expires at the Annual General Meeting in 2006.
After completing his studies at the St. Gallen University with degrees in Economics and Law, including a doctorate received in 1968, and after five years at JP Morgan in New York, he joined Credit Suisse in 1973. In 1982, he was appointed a member of the Executive Board of Credit Suisse with responsibilities for the multinational division, securities trading, capital markets, corporate finance and commercial banking Asia. From 1993 to 1996, he served as Vice-Chairman of the Board of Directors of Credit Suisse. In 1996, he became President of the Executive Board of Credit Suisse. During 1997 he served as Chief Executive Officer of Credit Suisse First Boston.
Mr. Doerig is a member of the International Advisory Board of Ebara, Tokyo, and serves as a member of the Board of the University of Zurich. In addition, he is a member of the supervisory bodies of various foundations and academic, arts, humanitarian and professional organizations. Mr. Doerig has published several books on finance.
Thomas W. Bechtler
Born 1949, Swiss Citizen
Seestrasse 21
8700 Küsnacht, Switzerland
Member of the Board since 1994 and member of the Risk Committee since 2003. From 1999 to 2003 he served on the Audit Committee and from 2003 to 2004 on the Compensation Committee. His term as a member of the Board expires at the Annual General Meeting in 2005.
Thomas W. Bechtler studied Law at the universities of Zurich and Geneva. After graduating in 1973, he obtained a Master of Laws degree from Harvard University, Cambridge, in 1975 and a doctorate from Zurich University in 1976. Mr. Bechtler is the Vice-Chairman and the delegate of the Boards of Directors of Hesta AG, Zug, and Hesta Tex AG, Zug, both largely family-owned companies owning Zellweger Luwa AG, Uster, and Schiesser Group AG, Küsnacht. Mr. Bechtler has been Chairman of the latter companies since 1994 and 1992, respectively. Banking subsidiaries of the Group maintain significant banking relationships with Mr. Bechtler or companies affiliated with him.
Mr. Bechtler’s other board memberships include: Bucher Industries, Niederwenigen (since 1987), Conzzetta Holding AG, Zurich (since 1987), Sika AG, Baar (Vice-Chairman; since 1989), and Swiss Reinsurance Company, Zurich (since 1993). Mr. Bechtler is a member of the Board of Trustees of Swisscontact, Zurich.
Thomas D. Bell
Born 1949, US Citizen
Cousins Properties Inc.
2500 Windy Ridge Parkway
Suite 1600
Atlanta, GA 30339, USA
Member of the Board and the Audit Committee since 2002. His term as a member of the Board expires at the Annual General Meeting in 2007. The Board has determined Mr. Bell to be independent under the Group’s independence standards.
Thomas D. Bell serves as Vice Chairman of the Board (since 2000) and President and Chief Executive Officer (since 2002) of Cousins Properties Inc., a diversified real estate development company based in Atlanta. Prior thereto, Mr. Bell spent ten years at Young & Rubicam Inc., New York, retiring as Chairman and Chief Executive Officer when it was merged with the WPP Group.
During the Reagan administration, Mr. Bell chaired the Committee on the Next Agenda, which focused on prioritizing issues for President Reagan’s second term. He also chaired the Workforce 2000 Advisory Committee for the U.S. Secretary of Labor.
Mr. Bell serves on the boards of Lincoln Financial Group, Philadelphia (since 1988), Regal Entertainment Group, Knoxville (since 2002), AGL Resources Inc, Atlanta (since 2003), and the US Chamber of Commerce (since 1998).
Mr. Bell served as a senior advisor to Credit Suisse First Boston from September 2001 to January 2002, advising management on the company’s real estate activities.
Robert H. Benmosche
Born 1944, US Citizen
Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010, USA
Member of the Board since 2002 and member of the Compensation Committee since 2003. His board term expires at the Annual General Meeting in 2005. The Board has determined him to be independent under the Group’s independence standards.
Robert H. Benmosche has been Chairman of the Board and Chief Executive Officer of MetLife, Inc., New York, since the demutualization of the company in 2000 and of Metropolitan Life Insurance Company, New York, since 1998. Before joining MetLife in 1995, Mr. Benmosche was with PaineWebber, New York, for 13 years, most recently in the position of an Executive Vice President and a member of the company’s Board of Directors. He received a B.A. degree in mathematics from Alfred University in 1966.
Noreen Doyle
Born 1949, US and Irish Citizen
European Bank for Reconstruction and Development
One Exchange Square
London EC2A 2JN, UK
Member of the Board and the Risk Committee since 2004. Her board term expires at the Annual General Meeting in 2007. The Board has determined Ms. Doyle to be independent under the Group’s independence standards.
Noreen Doyle was appointed First Vice President and Head of Banking of the European Bank for Reconstruction and Development (“EBRD”) on September 1, 2001. She joined the EBRD in 1992 as head of syndications, was appointed chief credit officer in 1994 and became Deputy Vice President, Risk Management, in 1997. Prior to joining the EBRD, Noreen Doyle spent 18 years at Bankers Trust Company with assignments in Houston, New York and London, most recently as Managing Director, European loan syndications.
Ms. Doyle received a BA in Mathematics from The College of Mount Saint Vincent, New York, in 1971 and an MBA from The Amos Tuck School of Business Administration at Dartmouth College, New Hampshire, in 1974.
She currently serves on the Board of Overseers of the Amos Tuck School of Business Administration. In the past, she has served on the supervisory boards of Budapest Bank in Hungary (from 1996 to 2001), and of BNP Dresdner Bank in Bulgaria (from 1995 to 2001). She was also a member of the investment advisory board of the Alliance ScanEast Fund and has served on the Board of Trustees of The College of Mount Saint Vincent.
Aziz R. D. Syriani
Born 1942, Canadian Citizen
The Olayan Group
111 Poseidonos Avenue
P.O. Box 70228
Glyfada, Athens 16610, Greece
Member of the Board since 1998, member of the Chairman’s and Governance Committee and of the Audit Committee since 2003 (Chairman from 2003 to 2004). His board term expires at the Annual General Meeting in 2007. The Board has determined Mr. Syriani to be independent under the Group’s independence standards.
Aziz R.D. Syriani holds a law degree from the University of St. Joseph in Beirut (granted in 1965) and a Master of Laws degree from Harvard University, Cambridge (granted in 1972). Mr. Syriani has been with the Olayan Group since 1978 and currently serves as President (since 1978) and Chief Executive Officer (since 2002). The Olayan Group is a private multinational enterprise engaged in distribution, manufacturing and global investment.
Mr. Syriani serves on the board of Occidental Petroleum Corporation, Los Angeles (since 1983), where he currently is the Chairman of the Audit Committee.
David W. Syz
Born 1944, Swiss Citizen
Chapfstrasse 110
8126 Zumikon, Switzerland
Member of the Board and the Risk Committee since 2004. His board term expires at the Annual General Meeting in 2007. The Board has determined Mr. Syz to be independent under the Group’s independence standards.
After completing his studies at the Zurich University law school and receiving a doctorate from the same university in 1972 and an MBA at INSEAD, Fontainebleau in 1973, David W. Syz started his career as Assistant to Director at the Union Bank of Switzerland in Zurich and subsequently held the equivalent position at Elektrowatt AG, Zurich. In 1975, he was appointed Head of Finance at Staefa Control System AG, Stäfa, and became Managing Director after four years. From 1982 to 1984, he was also Chief Executive Officer of Cerberus AG, Männedorf. In 1985, David Syz returned to Elektrowatt AG as Director and Head of Industries and Electronics. In 1996, he was appointed Chief Executive Officer and Managing Director of Schweizerische Industrie-Gesellschaft Holding AG (SIG), Neuhausen.
Appointed State Secretary in May 1999, David Syz took charge of the new State Secretariat for Economic Affairs on July 1, 1999, a function from which he retired effective March 31, 2004.
Since 2004, Mr. Syz has been the Vice-Chairman of the Board of Huber & Suhner AG, Pfäffikon. Prior to his appointment as State Secretary in 1999, he served on the Boards of Huber & Suhner AG, Pfäffikon; Georg Fischer AG, Schaffhausen; SIG, Schweizerische Industrie Gesellschaft AG, Neuhausen; Pestalozzi und Co. AG, Dietikon; and Banque Nationale de Paris (Suisse) SA, Zurich.
Ernst Tanner
Born 1946, Swiss Citizen
Chocoladenfabriken Lindt & Sprüngli AG
Seestrasse 204
8802 Kilchberg, Switzerland
Member of the Board since 2002 and member of the Risk Committee since 2003. His board term expires at the Annual General Meeting in 2005. The Board has determined him to be independent under the Group’s independence standards.
Ernst Tanner is Chairman of the Board (since 1994) and Chief Executive Officer (since 1993) of Lindt & Sprüngli AG, Kilchberg, a Swiss chocolate producer listed on the SWX Swiss Exchange. Before joining Lindt & Sprüngli, Mr. Tanner worked at Johnson & Johnson, which he joined in 1969, most recently in the capacity of Company Group Chairman of Johnson & Johnson Europe.
Mr. Tanner serves on the board of The Swatch Group, Biel (since 1995). He is also a member of the Board of the Zurich Chamber of Commerce and delegate of the Society for the Promotion of Swiss Economy. In addition, he has served on the Board of Adecco SA, Wallisellen from 2000 to June, 2004.
Peter F. Weibel
Born 1942, Swiss Citizen
Credit Suisse Group
Paradeplatz 8
P.O. Box 1
8070 Zurich, Switzerland
Member of the Board and Chairman of the Audit Committee since 2004. His term as a member of the Board expires at the Annual General Meeting in 2007. The Board has determined Mr. Weibel to be independent under the Group’s independence standards and an audit committee financial expert within the meaning of the US Sarbanes-Oxley Act of 2002.
After completing his studies in Economics at the University of Zurich in 1968, including a doctorate received in 1972, and after working as a consultant at IBM Switzerland for three years, Peter F. Weibel joined UBS in its Central Accounting Department in 1975 and later became a Senior Vice President in its Corporate Banking Division. In 1988, he was appointed Chief Executive Officer of Revisuisse, one of the predecessor companies of PricewaterhouseCoopers AG, Zurich, and served as a member of the PricewaterhouseCoopers Global Oversight Board from 1998 to 2001. He retired from his function as Chief Executive Officer of PricewaterhouseCoopers AG, Zurich, in the summer of 2003 and thereafter joined the Boards of Credit Suisse, Credit Suisse First Boston and the two main Winterthur entities.
Mr. Weibel is a member of the Board of the Greater Zurich Area AG and a member of the Nominating Committee of the Swiss-American Chamber of Commerce. He also serves as Chairman of the Pestalozzi Foundation and of the Zurich Art Festival.
Honorary Chairman of Credit Suisse Group
Rainer E. Gut
Born 1932, Swiss Citizen
Credit Suisse Group
Paradeplatz 8
P.O. Box 1
8070 Zurich, Switzerland
Rainer E. Gut was appointed Honorary Chairman of Credit Suisse Group in 2000, after he stepped down as Chairman of the Board, a position he had held since 1986. Mr. Gut is the Chairman of the Board of Directors of Nestlé SA, Vevey (since 2000, Vice-Chairman since 1991 and member of the Board since 1981). Mr. Gut is also Vice-Chairman of the Board of L’Oréal SA, Paris (since 2004, member since 2000).
As Honorary Chairman, Mr. Gut maintains an office at Credit Suisse Group. However, he does not have any formal function and does not attend the meetings of the Board of Directors.
Secretaries of the Board of Directors
Pierre Schreiber
Béatrice Fischer
Management
Group Executive Board
The Board of Directors generally delegates management authority and the power to implement its resolutions to executive management bodies or executive officers. The most senior executive body is the Group Executive Board. No significant management duties or responsibilities have been transferred to third parties.
Members of the Group Executive Board
Oswald J. Grübel
Co-Chief Executive Officer
John J. Mack
Co-Chief Executive Officer
Walter Berchtold
1)
Brady W. Dougan
2)
Brian D. Finn
2)
Renato Fassbind
3)
Leonhard H. Fischer
1)
David P. Frick
2) 4)
Ulrich Körner
2)
Philip K. Ryan
5)
Richard E. Thornburgh
Urs Rohner
3)
Stephen R. Volk
2)
Barbara A. Yastine
1)
-
4)
Ex-officio member since June 1, 2004
Changes in Management Structure
Effective July 1, 2003, Walter Berchtold, then Head of Trading & Sales at Credit Suisse Financial Services, Leonhard H. Fischer, Chief Executive Officer of Winterthur Group, and Barbara A. Yastine, Chief Financial Officer of Credit Suisse First Boston, were appointed members of the Group Executive Board and effective July 23, 2003, Jeffrey M. Peek, until then Head of Credit Suisse First Boston’s Financial Services Division, retired from the Group Executive Board. Effective March 31, 2004, Alex Widmer retired from his function as Head of Private Banking at Credit Suisse Financial Services and left the Group Executive Board. As of April 1, 2004, Walter Berchtold assumed responsibility for all of Credit Suisse Financial Services’ banking operations. Effective June 1, 2004, Renato Fassbind joined the Group Executive Board as the designated Chief Financial Officer, assuming this function effective August 5, 2004. The current Chief Financial Officer, Philip K. Ryan will retire from the Group Executive Board as of August 5, 2004. Also effective June 1, 2004, Urs Rohner became Group General Counsel and Head of the Group Corporate Center and was appointed a member of the Group Executive Board, while David P. Frick, who became Head of Group Legal and Compliance, remains on the Group Executive Board as an ex-officio member.
Effective
as of July 13, 2004, Oswald J. Grübel, currently CEO of Credit Suisse
Financial Services and Co-CEO of Credit Suisse Group, has been appointed
sole Chief Executive Officer of Credit Suisse Group. Oswald J. Grübel
is currently Co-CEO of the Group along with John J. Mack, who has agreed
with the Board not to renew his contract which will expire as of July 12.
Also effective July 13, 2004, Brady W. Dougan will assume responsibility
for the operations of the investment banking and wealth and asset management
businesses of the Group and be named CEO of the Credit Suisse First Boston
legal entity. Brady W. Dougan is currently Co-President, Institutional Securities
of the Credit Suisse First Boston legal entity. In addition to his new position
as head of Private Banking and Corporate & Retail Banking, on July 13,
2004, Walter Berchtold will assume the role of CEO of Credit Suisse. Leonhard
H. Fischer remains as CEO of Winterthur.
In addition
to these management changes, a committee of the Group Executive Board responsible
for the day-to-day management of the Group will be formed. Reporting to the
Group CEO, this committee will include Walter Berchtold, Brady W. Dougan,
Leonhard H. Fischer, Urs Rohner, Renato Fassbind and Richard E. Thornburgh,
Chief Risk Officer of the Group.
Oswald
J. Grübel
Born 1943, German Citizen
Credit Suisse Financial Services
Paradeplatz 8
P.O. Box 2
8070 Zurich, Switzerland
Oswald
J. Grübel is the Co-Chief Executive Officer of Credit Suisse Group (since
January 2003) and the Chief Executive Officer of Credit Suisse Financial Services
(since July 2002). Effective July 13, 2004, he will be sole Chief Executive
Officer of the Group. Mr. Grübel
was a member of the Group Executive Board between 1997 and 2001 and has been
a member since July 2, 2002.
After
starting his career with Deutsche Bank, Mr. Grübel joined White Weld Securities, Zurich and London (which was later merged into Credit Suisse First Boston) in 1970 in the trading area, where in 1978 he became Chief Executive Officer. After a distinguished career within the trading activities of the bank, including management responsibilities in Singapore and Hong Kong, Mr. Grübel was appointed a member of Credit Suisse’s Executive Board in 1991, where he was responsible for equities, fixed income, global foreign exchange, money markets and asset/liability management. In 1998, Mr. Grübel
was appointed Chief Executive Officer of Credit Suisse Private Banking.
Mr.
Grübel does not hold any significant board memberships outside Credit
Suisse Group.
John J. Mack
Born 1944, US Citizen
Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010, USA
John J. Mack is the Co-Chief Executive Officer of Credit Suisse Group
(since January 2003) and the Chief Executive Officer of Credit Suisse
First Boston (since July 2001). Mr. Mack has agreed with the Board
not to renew his contract which will expire on July 12, 2004.
A
graduate of Duke University, Mr. Mack joined Morgan Stanley, New York in
1972 as a member
of its bond department. After a long career at Morgan Stanley, most recently
as President and Chairman of the Operating Committee, he became President,
Chief Operating Officer and a Director of Morgan Stanley Dean Witter & Co
in May 1997, when the firm was created by the merger of Morgan Stanley and
Dean Witter. In March 2001, Mr. Mack stepped down from his positions.
Mr.
Mack is a member of the International Advisory Panel for the Monetary Authority
of Singapore and a member of the Chairman’s Advisory Committee of the National Association of Securities Dealers, Inc. Moreover, Mr. Mack serves on the Boards of Cousins Properties Inc, Atlanta (from 2001 to May 2003 and since December 2003), and of Catalyst, a non-profit organization to advance women in business. He is also a member of the Board of Executives of the NYSE. In the past, Mr. Mack has served on the Mayor of Beijing’s
Advisory Council and was a director of CICC, the first Investment Bank in China.
In addition, Mr. Mack holds a number of leadership positions of civic and philanthropic
organizations.
Walter Berchtold
Born 1962, Swiss Citizen
Credit Suisse Financial Services
Paradeplatz 8
P.O. Box 300
8070 Zurich, Switzerland
Walter
Berchtold is a member of the Group Executive Board (since July 2003) and the
Chief Executive Officer of Banking at Credit Suisse Financial Services (since
April 2004). Effective July 13, 2004, he will assume the role of Chief Executive
Officer of Credit Suisse. Prior to this appointment he served as the Head
of Trading & Sales
at Credit Suisse Financial Services (since 2003), a function that he continues
to hold.
After
graduating from the State College of Commerce in Zurich, Mr. Berchtold began
his career in 1982 as a junior dealer in the Precious Metal Options Department
at CS First Boston Futures Trading SA in Geneva. In 1988, he was given shared
responsibility for all business activities of this entity, before joining Credit
Suisse to head the Derivatives Trading Department in 1991. In 1993, he became
Head of Equity and Equity Derivatives and in 1994, he assumed overall responsibility
for the Securities Trading, Sales and Syndication Department of Credit Suisse.
After the reorganization in 1997, he joined Credit Suisse First Boston as Head
of Trading & Sales Switzerland and Country Manager.
Mr. Berchtold is a member of the Boards of SWX Swiss Exchange (since 1996), Eurex (since 1998) and Virt-x (since 2001).
Brady W. Dougan
Born 1959, US Citizen
Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010, USA
Brady
W. Dougan is a member of the Group Executive Board (since January 2003) and
Co-President, Institutional Securities of Credit Suisse First Boston (since
2002), jointly with Brian D. Finn. Together, they oversee day-to-day management
and strategy of Credit Suisse First Boston’s equity, fixed income, investment
banking, private clients services and alternative capital businesses. Mr. Dougan’s
focus lies primarily on the leadership of the international businesses in Europe
and Asia. Effective July 13, 2004, Mr. Dougan will assume the role of Chief
Executive Officer of the Credit Suisse First Boston legal entity.
Mr. Dougan received a BA in Economics in 1981 and an MBA in Finance in 1982 from the University of Chicago. After starting his career in the derivatives group at Bankers Trust, he joined Credit Suisse First Boston in 1990. He was the Head of the Equities Division for five years, before he was appointed Global Head of the Securities Division in 2001.
Mr. Dougan does not hold any significant board memberships outside Credit Suisse Group.
Renato Fassbind
Born 1955, Swiss Citizen
Credit Suisse Group
Paradeplatz 8
P.O. Box 1
8070 Zurich, Switzerland
Renato Fassbind is a member of the Group Executive Board (since June 2004) and the designated Chief Financial Officer of Credit Suisse Group assuming this function effective August 5, 2004.
Mr. Fassbind graduated from the University of Zurich in 1979 with an Economics degree and received a doctorate from the same university in 1982. Moreover, Mr. Fassbind has been a Certified Public Accountant since 1986.
After two years with Kunz Consulting AG, Zurich, Mr. Fassbind joined F. Hoffmann-La Roche AG, Basel, where he worked from 1984 to 1990 in the Internal Audit Department, most recently as its head. In 1990, he joined ABB AG, Zurich, where from 1990 to 1996 he was the Head of Internal Audit and from 1997 to 2002 an Executive Vice President and member of the Group Executive Board. In 2002, he moved on to the Diethelm Keller Group, Zurich, where he was the Chief Executive Officer before joining Credit Suisse Group in June 2004.
Mr. Fassbind is a member of the Swiss Association of Public Trustees and the American Institute for Certified Public Accountants. He does not have any significant board memberships outside Credit Suisse Group.
Brian D. Finn
Born 1960, US Citizen
Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010, USA
Brian
D. Finn is a member of the Group Executive Board (since January 2003) and Co-President,
Institutional Securities of Credit Suisse First Boston (since October 2002),
jointly with Brady W. Dougan. Together, they oversee day-to-day management
and strategy of Credit Suisse First Boston’s equity, fixed income, investment
banking, private client services and alternative capital businesses.
Mr.
Finn joined Credit Suisse First Boston in April 2002 from Clayton, Dubilier & Rice, a New York-based private equity firm, where he had been since 1997. Prior to that, Mr. Finn was a Managing Director and Co-Head of Mergers & Acquisitions
at Credit Suisse First Boston, New York, where he spent 15 years advising a
wide variety of corporate clients.
Mr. Finn received a BSc in Economics from The Wharton School of the University of Pennsylvania in 1982. He does not hold any significant board memberships outside Credit Suisse Group.
Leonhard H. Fischer
Born 1963, German Citizen
Winterthur Group
General Guisan-Strasse 40
8401 Winterthur, Switzerland
Leonhard H. Fischer is a member of the Group Executive Board (since July 2003) and Chief Executive Officer of Winterthur Group (since January 2003).
Mr. Fischer joined Winterthur Group from Allianz AG, Frankfurt, where he was Head of Corporate and Markets and Chief Executive Officer of Dresdner Kleinwort Wasserstein (since 2001). Prior to that he was with Dresdner Bank, Frankfurt (since 1998), most recently as Head of Investment Banking.
Mr. Fischer received a Business Management degree at the University of Bielefeld (in 1986) and a Masters degree at the University of Georgia (in 1987).
He
is a member of the Supervisory Board of Axel Springer Verlag, AG, Berlin
(since
2002), and a member of the Supervisory Board of Fördergesellschaft für Börsen und Finanzmärkte
in Mittel- und Osteuropa, a company dedicated to promoting stock exchange and
financial markets issues in Central and Eastern Europe.
David P. Frick
Born 1965, Swiss Citizen
Credit Suisse Group
Paradeplatz 8
P.O. Box 1
8070 Zurich, Switzerland
David
P. Frick is the Head of Group Legal & Compliance (since June 2004) and
an ex-officio member of the Group Executive Board. Previously, he was the Group
General Counsel (since 2000) and a member of the Group Executive Board (since
January 2003).
Prior
to joining Credit Suisse Group, Mr. Frick was an Attorney-at-Law with Cravath,
Swaine & Moore, the New York law firm, since 1994, where he focused on
the representation of European clients in a wide variety of issues, including
mergers and acquisitions, securities laws and general corporate matters. Mr.
Frick received a JD degree from Zurich University Law School in 1990 and a
Master of Laws degree from Harvard Law School in 1994. He is a member of the
Zurich and New York bars.
Mr. Frick does not hold any significant board memberships outside Credit Suisse Group.
Ulrich
Körner
Born 1962, German Citizen
Credit Suisse Financial Services
Paradeplatz 8
P.O. Box 2
8070 Zurich, Switzerland
Ulrich
Körner is a member of the Group Executive Board (since January 2003) and
the Chief Financial Officer of Credit Suisse Financial Services (since 2002).
Mr.
Körner graduated in 1988 from the University of St. Gallen majoring in Banking and received a doctorate from the same university in 1993. From 1989 to 1993, he was an auditor with PricewaterhouseCoopers and from 1993 to 1998, he was a management consultant with McKinsey & Company
in Zurich. In 1998, he joined Credit Suisse as Chief Financial Officer. From
July 2000 to the end of 2001, he served as Head of Technology and Services
at Credit Suisse Financial Services.
Mr.
Körner does not hold any significant board memberships outside Credit
Suisse Group.
Urs Rohner
Born 1959, Swiss Citizen
Credit Suisse Group
Paradeplatz 8
P.O. Box 1
8070 Zurich, Switzerland
Urs Rohner is the Head of Corporate Center of Credit Suisse Group and the Group General Counsel (since June 2004).
Mr.
Rohner graduated in 1983 from the University of Zurich Law School and joined
the Swiss law firm Lenz & Stähelin in the same year. From 1988 to 1989 he worked with Sullivan & Cromwell, a New York based law firm, as a Foreign Associate before returning to Lenz & Stähelin, where he became a partner in 1992, focusing on capital markets, banking, competition and media law. Mr. Rohner is a member of the Zurich and New York bars. In 2000, he became Chief Executive Officer of ProSiebenMedia AG, Unterföhring, and later, after the merger with Sat1, Chairman of the Executive Board and Chief Executive Officer of ProSiebenSat.1 Media AG, Unterföhring,
before joining Credit Suisse Group in June 2004.
Mr. Rohner does not hold any significant board memberships outside Credit Suisse Group.
Philip K. Ryan
Born 1956, US Citizen
Credit Suisse Group
Paradeplatz 8
P.O. Box 1
8070 Zurich, Switzerland
Philip K. Ryan is the Chief Financial Officer of Credit Suisse Group and a member of the Group Executive Board (since 1999). He will step down as Chief Financial Officer and retire from the Group Executive Board effective August 5, 2004.
A
graduate of the University of Illinois with a BSc in Industrial Engineering
(in 1978)
and the Indiana University Graduate School of Business with an MBA (in 1982),
Mr. Ryan was with Dean Witter Reynolds Inc. from 1982 to 1985 when he joined
Credit Suisse First Boston’s Financial Institutions Group. From 1997
to 1999 he served as Chief Financial Officer of Credit Suisse Asset Management.
Mr. Ryan does not hold any significant board memberships outside Credit Suisse Group.
Richard E. Thornburgh
Born 1952, US Citizen
Credit Suisse Group
Paradeplatz 8
P.O. Box 1
8070 Zurich, Switzerland
Richard E. Thornburgh is the Chief Risk Officer of Credit Suisse Group (since 2003). He was a member of the Group Executive Board from 1997 through 2001 and rejoined it on September 1, 2002.
Mr. Thornburgh began his investment banking career in New York with The First Boston Corporation, a predecessor firm of Credit Suisse First Boston, in 1976. In 1995, Mr. Thornburgh was appointed Chief Financial and Administrative Officer and a member of the Executive Board of CS First Boston. From 1997 to 1999, Mr. Thornburgh served as Chief Financial Officer of Credit Suisse Group and a member of the Credit Suisse Group Executive Board and from 1999 to 2002, he was the Vice Chairman of the Executive Board of Credit Suisse First Boston. In addition, he performed the function of Chief Financial Officer of Credit Suisse First Boston from May 2000 through 2002.
Mr. Thornburgh received a BBA from the University of Cincinnati in 1974 and an MBA from the Harvard Business School in 1976. He serves on the Board of the Securities Industry Association and the University of Cincinnati Foundation.
Stephen R. Volk
Born 1936, US Citizen
Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010, USA
Stephen R. Volk is a member of the Group Executive Board (since January 2003) and Chairman of Credit Suisse First Boston and works closely with the Chief Executive Officer, John J. Mack, on the strategic management of Credit Suisse First Boston and on key client matters.
Mr.
Volk joined Credit Suisse First Boston in August 2001 from Shearman & Sterling, a New York based law firm, where he had been Senior Partner since 1991. He joined Shearman & Sterling
in 1960 after graduating from Harvard Law School, Cambridge, and became a partner
in 1968. He spent his career as a business lawyer, counseling clients in domestic
and international transactions.
Mr.
Volk is a member of the Board of Directors of Trizec Properties Inc., Chicago
(since 2002), Consolidated Edison, Inc., New York (since 1996), and ContiGroup
Companies Inc., New York (since 2001). He is also a member of the Council on
Foreign Relations and of the Dean’s Advisory Board of Harvard Law School
and is a fellow of the American Bar Foundation.
Barbara A. Yastine
Born 1959, US Citizen
Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010, USA
Barbara A. Yastine is a member of the Group Executive Board (since July 2003) and the Chief Financial Officer of Credit Suisse First Boston (since November 2002).
Ms. Yastine joined Credit Suisse First Boston from Citigroup where she had been working since 1987 and held a number of key finance and management positions, most recently as the Chief Financial Officer of the Global Corporate Investment Bank.
Ms. Yastine received a BA in Journalism from New York University in 1981 and an MBA in Finance from the New York University School of Business Administration in 1987. She does not hold any significant board memberships outside Credit Suisse Group.
Senior Management of Credit Suisse Group
Peter W. Bachmann, Group Chief Financial Reporting Officer
Gerhard Beindorff, Head of Investor Relations
Rudolf A. Bless, Group Chief Accounting Officer
Kim Fox, Head of Group Treasury
David P. Frick, Head of Group Legal and Compliance
1)
Timothy S. Gardner, Head of Human Resources
Stefan M. Goetz, Head of Group Corporate Development
Tobias Guldimann, Head of Group Risk Management
Philip Hess, Chief of Staff
Christopher Lawrence, Chief Strategic Officer
1)
Heinz Leibundgut, Group Chief Auditor
Ann F. Lopez, Head of Credit Risk Management
Fritz
Müller, Head of Tax
Karin Rhomberg Hug, Group Chief Communications Officer
Peter R. Schmid, Executive Relations
Yuji Suzuki, Chairman Japan
Martin
Taufer, Deputy Head of Group Legal & Compliance
Thomas Widmer Sichler, Deputy Group Chief Financial Reporting Officer
1)
Ex-officio member of the Group Executive Board
Senior Management of the business units
Executive Board Credit Suisse Financial Services
Oswald J. Grübel, Chief Executive Officer (since 2002)
Thomas Amstutz, Investment Management (since 2002)
Walter Berchtold, Banking and Acting Head of Trading and Sales (since 2003)
Bruno Bonati, Technology & Operations (since 2002)
Leonhard H. Fischer, Winterthur Group (since 2003)
Moez Jamal, Treasury/Asset and Liability Management (since 2002)
Ulrich Körner, Chief Financial Officer (since 2000)
Urs Hofmann,
1)
Credit Suisse Business School (since 2000)
Claudia Kraaz,
1)
Public Relations (since 2002)
Marco Taborelli,
1)
Marketing (since 2003)
Denise Stüdi,
1)
Human Resources (since 2003)
1)
Member of the Extended Executive Board
Operating Committee Credit Suisse First Boston
John J. Mack, Chief Executive Officer (since 2001)
Paul Calello, Chairman and Chief Executive Officer of the Asia Pacific Region (since 2002)
Christopher Carter, Chairman of the European Region (since 2000)
Brady W. Dougan, Co-President, Institutional Securities (since 1996)
John A. Ehinger, Co-Head of the Equity Division (since 2003)
Brian D. Finn, Co-President, Institutional Securities (since 2002)
Bennett Goodman, Head of Alternative Capital Division (since 2003)
James P. Healy, Co-Head of the Fixed Income Division (since 2003)
Michael E. Kenneally, Global Chief Executive Officer Credit Suisse Asset Management (since 2003)
James E. Kreitman, Co-Head of the Equity Division (since 2003)
Gary G. Lynch, Global General Counsel and Vice Chairman to oversee Research and Legal and Compliance Departments (since 2001)
Eileen K. Murray, Head of Global Technology and Operations and Product Control (since 2002)
Thomas R. Nides, Chief Administrative Officer (since 2001)
Adebayo O. Ogunlesi, Global Head of Investment Banking (since 2002)
Joanne Pace, Global Head of Human Resources (since 2004)
Richard E. Thornburgh,
1)
Member of the Executive Board and Chief Risk Officer of Credit Suisse Group (since 1999)
Stephen R. Volk, Chairman (since 2001)
Jerome C. Wood, Co-Head of the Fixed Income Division (since 2003)
Barbara A. Yastine, Chief Financial Officer (since 2002)
Advisory Board of Credit Suisse Group
The Credit Suisse Group Advisory Board discusses topics of significance to the Group’s main activities with a particular focus on its businesses in Switzerland and Europe. While not involved in the governance of the Group, the members of the Advisory Board provide input and advice to management on strategic issues, key operational priorities and organizational development.
Flavio Cotti, Chairman
Former Federal Councilor, Brione sopra Minusio, Switzerland
Herbert Henzler, Vice-Chairman
Honorary Professor for Strategy and Organization at the Ludwig-Maximilians-University, Munich, Germany
Andreas N. Koopmann, Vice-Chairman
Chief Executive Officer of Bobst SA, Lausanne, Switzerland
Franz Albers
Partner of Albers & Co., Zurich, Switzerland
Lino Benassi
Vice-Chairman of Toro Assicurazioni S.p.A., Torino, Italy
Susy Brüschweiler
Chief Executive Officer of SV Group, Zurich, Switzerland
Martin Candrian
Chairman of the Board of Candrian Catering AG, Zurich, Switzerland
Brigitta M. Gadient
Lawyer and member of the Swiss National Council, Chur, Switzerland
Riccardo Gullotti
Attorney-at-Law and Owner of Gullotti and Partner Management and Consulting Services, Berne, Switzerland
Felix Gutzwiller
Professor and Director of the Institute for Social and Preventive Medicine of the University of Zurich and member of the Swiss National Council, Zurich, Switzerland
Urs Hammer
Dully, Switzerland
Michael Hilti
Chairman of the Board of Hilti Corporation, Schaan, Liechtenstein
Norbert Hochreutener
Head of Public Affairs of the Swiss Insurance Association and member of the Swiss National Council, Berne, Switzerland
Andreas W. Keller
Chairman of the Board of Diethelm Keller Holding AG, Zurich, Switzerland
André Kudelski
Chairman of the Board and Chief Executive Officer of Kudelski SA, Cheseaux-sur-Lausanne, Switzerland
Andreas Schmid
Chairman of the Board of Barry Callebaut AG, Zurich, Switzerland
Manfred Schneider
Chairman of the Board of Bayer Aktiengesellschaft, Leverkusen, Germany
Hans-Peter Zehnder
Chairman of the Board and the Group Executive Committee of Zehnder Group AG, Gränichen, Switzerland
Compensation
Credit Suisse Group is convinced that a successful compensation philosophy rewards excellence, encourages personal and professional growth, and aligns the employees’ values with the Group’s core ethical and performance values and thus motivates the creation of shareholder value. Long-term corporate success depends upon the strength of human capital, and Credit Suisse Group’s goal is to be viewed as the employer of choice in all markets and business segments in which it operates.
As such, Credit Suisse Group’s compensation programs are designed to:
-
Support a merit-based, performance-oriented culture that allows high performers to achieve superior recognition;
-
Attract a suitably qualified, diverse work force through market-competitive compensation practices throughout the respective business units, divisions and business lines; and
-
Motivate employees to create sustainable value.
Core compensation principles
Credit Suisse Group’s four core compensation principles are:
Performance based
The Group’s programs are structured to create a high performance culture. The specific measures of success that apply and the forms of compensation that are granted vary by business unit, geographic market and employee job function and level. Most employees, however, have their pay linked to a combination of Group, business unit, division, department and individual performance.
Value oriented
There is a strong link between compensation programs and company values. The design and administration of the compensation programs are guided and supported by the Credit Suisse Group Code of Conduct, the respective business unit’s core values and the Group’s commitment to diversity. Individual performance assessments measure results and the extent to which each employee upholds these values.
Market driven
Compensation levels must be competitive with those of the peers in each of the markets in which Credit Suisse Group competes. The Group’s programs are structured to compete both in design and in total compensation relative to assessment of competitive practices and performance. Appropriate pay positioning at all levels, for all components of compensation including base salary, cash compensation, equity awards and other deferred programs, is benchmarked and reviewed regularly.
Shareholder aligned
Compensation should reflect not only short-term business performance but also growth over the long term. The Group’s compensation programs are designed to motivate the creation of shareholder value by linking annual pay to the Group’s financial results and by providing a competitively balanced pay mix between cash and equity.
Compensation elements
Compensation can be split into two main categories:
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Fixed compensation (base salary and local allowances); and
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Variable compensation (cash bonus, deferred bonus and long-term incentives).
The compensation mix varies by functional level within the organization. A majority of the compensation awarded to an employee is fixed. At the management level, the compensation mix varies by business, position and location with a greater emphasis on incentive elements at the executive level. The principles associated with each category of compensation are described below. Regional and business segment modifications are taken into consideration in accordance with local laws, customs or practice.
Fixed compensation
As part of its compensation philosophy, Credit Suisse Group seeks to pay all full-time employees competitive base salaries that attract, motivate and retain highly qualified professionals. Base salaries for employees take into consideration position, experience and skill sets and acknowledge individual performance.
Credit Suisse Group’s base salary structure is generally aimed at the median level of the industry in the relevant markets. The period of review, generally annually, is set according to local practice. The Group also seeks to provide competitive pension and fringe benefit packages in each jurisdiction in which it operates.
Variable compensation
The award of any variable compensation and the value thereof is determined on a business-by-business and on an individual basis and, unless dictated by contractual obligation, is solely at the discretion of the Group.
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The cash bonus element is intended to reward and drive performance above and beyond the core requirements of the job function, providing greater earning potential for exceeding predetermined goals. In addition, the Group may pay commissions to employees operating in specific areas of the business where such compensation practices are warranted. The value of commissions paid is determined by formulae which are regularly reviewed to ensure they remain competitive to market benchmarks.
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The deferred bonus element is designed to promote employee retention and align employee and shareholder interests. In certain jurisdictions, this may have tax benefits. The principal vehicle for delivery of the deferred bonus is the Credit Suisse Group Master Share Plan. Under the Master Share Plan, a portion of the bonus may be delivered in the form of registered shares, phantom shares, options or other equity-based instruments. The mandatory deferral percentage is based upon the employee’s position and compensation level in accordance with the terms of the applicable business unit regulations. All equity awards are subject to restrictive covenants such as vesting or blocking according to local regulations. In addition to mandatory deferrals, voluntary deferrals are offered in certain jurisdictions and may include such elements as the additional purchase of registered shares, contributions to pension/retirement plans and deferred cash compensation plans.
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The Group also employs a variety of other long-term incentive plans or programs to assist in hiring at competitive levels, to enhance the link between the employees and the shareholders, and to further encourage retention. These usually consist of special equity grants with terms and conditions designed to meet the plan’s objectives.
Metrics
Competitive market analysis and performance evaluations are completed annually and submitted to the Compensation Committee in support of annual incentive compensation recommendations. The analysis consists of data obtained from various sources including competitor analysis completed by an appointed independent global compensation consulting firm, benchmarking statistics directly from competitors, proxy data and general market intelligence.
Within the context of the respective markets, Credit Suisse Group evaluates performance at several levels:
The Company
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Overall Credit Suisse Group financial results are examined, analyzing quantitative performance goals including: net income, net operating profit, pre-tax margin/return on equity and ratio of compensation expense to net revenue. Performance targets for the ensuing year are set during the annual strategic planning process.
The business unit, division and/or department
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The actual versus budget and prior year contribution is measured, as well as strategic initiatives, market share and the control environment.
The individual employee
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The individual employee’s performance is assessed against objectives and accomplishments through a number of methods such as employee reviews, 360° evaluation process, and “management-by-objectives” and by looking at qualitative measures such as the employee’s participation in activities which promote Credit Suisse Group’s vision and strategy.
During 2003, the Compensation Committee received reports from an independent global compensation consulting firm to ensure that the programs, in the judgment of the Compensation Committee, remain competitive and correspond to market practice, are in line with Credit Suisse Group’s compensation principles, and take shareholder interest into consideration.
Compensation to and equity holdings of members of the Board of Directors and the Group Executive Board
Compensation to Board members is set in accordance with the Articles of Association and the Compensation Committee Charter. The annual compensation paid to Board members for the period between two Annual Shareholders Meetings is set by the Board of Directors upon recommendation by the Compensation Committee. Board compensation generally is in the form of Credit Suisse Group registered shares, which are blocked for four years. However, Board members may elect to receive up to 35% of their compensation in cash. Two Board members with functional duties receive in addition to the fixed compensation as set by the Board of Directors a variable cash and equity based component of compensation. Such variable compensation is determined by the Compensation Committee during the annual compensation process. All Board compensation is subject to a review of Board compensation levels at comparable companies and self-assessment of Board performance.
Compensation to the members of the Group Executive Board is set by the Compensation Committee in accordance with its Charter, based on an extensive review of competitor market data as well as individual and company performance. The members of the Group Executive Board receive a part of their compensation in the form of restricted Credit Suisse Group registered shares or restricted equity awards under the Credit Suisse Group Master Share Plan.
Cash component of compensation
The 2003 aggregate cash compensation paid to members of the Board of Directors as a group (eight individuals), was CHF 6.7 million. Accrued non-mandatory pension benefits paid to one Board member amounted to CHF 0.1 million.
The 2003 aggregate cash compensation (salary and variable cash-based compensation components) paid to members of the Group Executive Board as a group (fifteen individuals) was CHF 59.8 million. In addition, these individuals received CHF 4.0 million in accrued non-mandatory pension benefits.
No severance payments were made to members of the Group Executive Board who retired from their functions during the 2003 financial year.
Equity component of compensation
For 2003, members of the Board of Directors as a group (nine individuals) received 125,441 restricted Credit Suisse Group registered shares of CHF 1.00 nominal value. In addition, one individual was granted 61,920 special equity retention awards, which are subject to restrictive covenants and forfeiture provisions, and will only vest over a five-year period with the first installment in 2004.
The number of shares or awards received by members of the Group Executive Board as part of the annual compensation cycle is based on a fixed monetary amount approved by the Compensation Committee with the conversion rate of the shares or awards granted being determined by the Compensation Committee on the date of grant. Shares awarded to individuals who are tax resident in Switzerland (non-US tax payers) are restricted for a period of four years following the grant. Upon termination of employment, restricted shares generally become unblocked. Awards granted in other jurisdictions vest at the end of the three-year period following the grant and settle at the end of the fourth year, subject to continued employment and certain other conditions, such as restrictive covenants, and may settle earlier upon termination of employment.
For 2003, members of the Group Executive Board as a group (fourteen individuals) were granted 1,292,560 restricted Credit Suisse Group registered shares of CHF 1.00 nominal value or awards on such shares.
In the first quarter of 2003, members of this group (thirteen individuals) were also granted 1,625,700 special equity retention awards on shares which are subject to restrictive covenants and forfeiture provisions, and which will only vest over a five-year period with the first installment in 2004.
On December 31, 2003, the members of the Board of Directors as a group (nine individuals) held 515,912 Credit Suisse Group registered shares in the aggregate, and members of the Group Executive Board as a group (thirteen individuals) held 5,623,920 shares or awards on such shares in the aggregate.
Option component of compensation
The Group has share option plans under which the Compensation Committee may periodically grant incentive options to employees. No options were granted to members of the Board of Directors or to members of the Group Executive Board in 2003/04 as part of the 2003 compensation process.
As of December 31, 2003, one member of the Board of Directors held the following options on shares granted as part of his prior years compensation:
| | | | | | | | Exercise | |
Year of | | Number of | | | | Exchange | | price | |
grant | | options | | Expiry date | | ratio | | in CHF | |
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1999 1) | | 100,000 | | 18.02.09 | | 1-for-1 | | 57.75 | |
2000 1) | | 100,000 | | 01.03.10 | | 1-for-1 | | 74.00 | |
2001 1) | | 97,792 | | 25.01.11 | | 1-for-1 | | 84.75 | |
2002 2) | | 75,000 | | 03.12.12 | | 1-for-1 | | 34.10 | |
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1) All option awards relate to prior year compensation cycle. |
2) Relate to compensation for the year of grant. |
As of December 31, 2003, members of the Group Executive Board as a group (thirteen individuals) held the following options on shares granted as part of their prior years compensation:
| | | | | | | | Exercise | |
Year of | | Number of | | | | Exchange | | price | |
grant | | options | | Expiry date | | ratio | | in CHF | |
| | | | | | | | | |
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| | | | | | | | | |
1999 | | 148,000 | | 18.02.09 | | 1-for-1 | | 57.75 | |
2000 | | 396,000 | | 01.03.10 | | 1-for-1 | | 74.00 | |
2001 | | 756,720 | | 25.01.11 | | 1-for-1 | | 84.75 | |
2001 1) | | 2,624,132 | | 12.07.11 | | 1-for-1 | | 72.38 | |
2001 1) | | 138,896 | | 01.08.11 | | 1-for-1 | | 73.50 | |
2002 | | 355,306 | | 31.01.12 | | 1-for-1 | | 65.75 | |
2002 1) | | 487,732 | | 08.04.12 | | 1-for-1 | | 61.85 | |
2002 2) | | 21,594 | | 03.12.12 | | 1-for-1 | | 34.10 | |
2003 | | 1,029,224 | | 22.01.13 | | 1-for-1 | | 30.60 | |
2003 3) | | 3,413 | | 09.09.10 | | 1-for-1 | | 50.55 | |
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All other option awards relate to prior year compensation cycle. |
1) New hire incentive options. |
2) Relate to compensation for the year of grant. |
3) Options issued under Option Reduction Program. |
Highest total compensation
The 2003 highest paid member of the Board of Directors received CHF 5.0 million in cash and 64,172 restricted Credit Suisse Group registered shares of CHF 1.00 nominal value. In the first quarter of 2003, this individual was also granted 61,920 special equity retention awards on such shares which are subject to restrictive covenants and forfeiture provisions, and which will only vest over a five-year period with the first installment in 2004. No pension benefits were paid.
On December 31, 2003, this individual held 79,937 of Credit Suisse Group registered shares of CHF 1.00 nominal value. No options were granted to this individual as part of his 2003 compensation, nor did he hold any options as of December 31, 2003.
Additional fees and remunerations
No additional fees and remuneration were paid to existing members of the Board of Directors or the Group Executive Board or related parties for services rendered during 2003.
Severance and benefits to former members of the Board of Directors and the Group Executive Board
Based on contractual obligation, and as stated in the prior reporting period, payments in the amount of CHF 2.0 million were made through March 2003, to one former member of the Group Executive Board who retired from his respective function during 2002. No severance payments were made to this individual.
Certain former members of the Board of Directors and the Group Executive Board (six individuals) received benefits in kind in the form of office use, secretarial support, etc.
Shareholders
Voting rights, transfer of shares
There is no limitation under Swiss law or Credit Suisse Group’s Articles of Association, or AoA, on the right of non-Swiss residents or nationals to own Credit Suisse Group shares. Credit Suisse Group recognizes as a shareholder with voting rights the person whose name is entered in the share register. A person who has acquired shares will, upon application and disclosure of his or her name, address and citizenship, be entered without limitations in the share register as having voting rights provided that he or she expressly states that the shares were acquired in his or her own name for his or her own account (Art. 4, Section 1 and 2 of the AoA). Any person not expressly making such a statement, which is referred to as a “nominee”, may be entered for a maximum of 2% of the total outstanding share capital with voting rights in the share register. In excess of this limit, registered shares held by a nominee will only be granted voting rights if the nominee declares in writing that he or she is prepared to disclose the name, address and shareholding of any person for whose account he or she is holding 0.5% or more of the outstanding share capital (Art. 4, Section 3 of the AoA).
In principle, each share represents one vote at the Annual General Meeting, or AGM, with the exception of the shares held by Credit Suisse Group, which do not have any voting rights as a result of that ownership. However, the shares for which a single shareholder can directly or indirectly exercise voting rights, for his or her own shares or as a proxy, may not exceed 2% of the total outstanding share capital, unless one of the exemptions discussed below applies (Art. 10, Section 1 of the AoA). For the purposes of the restrictions on voting rights, legal entities, partnerships or groups of joint owners or other groups in which individuals or legal entities are related to one another through capital ownership or voting rights or have common management or are otherwise interrelated are regarded as being a single shareholder. The same applies to individuals, legal entities or partnerships that act in concert with intent to evade the limitation on voting rights (Art. 10, Section 2 of the AoA).
The restrictions on voting rights do not apply to the exercise of voting rights by the Credit Suisse Group proxy or by the independent proxy as designated by Credit Suisse Group (Art. 689c of the Swiss Code of Obligations, or CO) or by persons acting as proxies for deposited shares (Art. 689d of the CO) provided all such persons have been instructed by shareholders to act as proxies (Art. 10, Section 3 of the AoA). Nor do the restrictions on voting rights apply to shares in respect of which the shareholder confirms to Credit Suisse Group in the application for registration that he or she has acquired the shares in his or her name for his or her own account and in respect of which the disclosure requirements in accordance with the Federal Act on Stock Exchange and Securities Trading and the relevant ordinances and regulations have been fulfilled (Art. 10, Sections 4 and 6 of the AoA). In addition, the restrictions on voting rights do not apply to shares which are registered in the name of a nominee, provided that this nominee furnishes Credit Suisse Group with the name, address and shareholding of the person(s) for whose account he or she holds 0.5% or more of the total share capital outstanding at the time and for which he or she has satisfied the disclosure requirements in accordance with the Federal Act on Stock Exchanges and Securities and the relevant ordinances and regulations. The Board of Directors has the right to conclude separate agreements with nominees concerning both their disclosure requirements and the exercise of voting rights (Art. 10, Section 5 AoA). At December 31, 2003, no such agreements were in place.
The AoA provide that Credit Suisse Group may elect not to print and deliver certificates in respect of registered shares. Shareholders may, however, request at any time that such certificates be printed and delivered free of charge. In the case of shares not physically represented by certificates, the transfer of shares is effected by a corresponding entry in the custody records of a bank or the depositary institution following an assignment in writing by the selling shareholder and notification of such assignment to Credit Suisse Group by the transferor, the bank or depositary institution. The transfer of shares further requires that the purchaser file a share registration form to be registered in the share register as a shareholder. Failing such registration, the purchaser may not vote or participate in shareholders’ meetings.
Each shareholder, whether registered in the share register or not, is entitled to receive dividends, if and when approved at the AGM. The same principle applies for capital repayments in the event of a reduction of the share capital and for liquidation proceeds in the event Credit Suisse Group is dissolved or liquidated. Under Swiss law, a shareholder has no liability for capital calls, but also is not entitled to reclaim his or her capital contribution. Swiss law further requires a company to apply the principle of equal treatment to all shareholders.
Annual General Meeting
Under Swiss law, the AGM must be held within six months after the end of the fiscal year. For Credit Suisse Group, the fiscal year ends December 31, which means that the AGM can be held no later than June 30. The AGM may be convened by the Board of Directors or, if necessary, by the statutory auditors, with 20 days’ advance notice. The Board of Directors is further required to convene an extraordinary shareholders’ meeting if so resolved at a shareholders’ meeting or if so requested by shareholders holding in aggregate at least 10% of the nominal share capital. The request to call an extraordinary shareholders’ meeting must be submitted in writing to the Board of Directors, and at the same time shares of Credit Suisse Group representing at least 10% of the share capital must be deposited. Shareholders holding shares with an aggregate par value of CHF 0.5 million have the right to request that a specific item be put on the agenda and voted upon at the next AGM. The request to include a particular item on the agenda, together with a relevant proposal, must be submitted in writing to the Board of Directors not later than 45 days before the meeting and at the same time shares of Credit Suisse Group with a par value of at least CHF 0.5 million must be deposited for safekeeping. The shares remain in safekeeping until the day after the AGM (Art. 7 of the AoA). Notice of an AGM, including agenda items and proposals submitted by the Board of Directors and by shareholders, must be published in the Swiss Gazette of Commerce (Schweizerisches Handelsamtsblatt) at least 20 days prior to the meeting.
Holders of shares may request a registration in the share register at any time. There is, in particular, no deadline for registering shares before an AGM. However, technical considerations may make a registration on the same day as the AGM impossible.
The AGM may in principle pass resolutions without regard to the number of shareholders present at the meeting or represented by proxy. Resolutions and elections by the AGM generally require the approval of a majority of the votes represented at the meeting, except as otherwise prescribed by mandatory provisions of law or by the Articles of Association (Art. 13, Section 1 of the AoA). For example, shareholders’ resolutions requiring a vote by a majority of the votes represented include (i) amendments to the AoA, unless a supermajority is necessary; (ii) election of directors and statutory auditors; (iii) approval of the annual report and the statutory and consolidated accounts; and (iv) determination of allocation of distributable profit. However, under Swiss law, a quorum of at least half of the share capital and a two-thirds majority of the votes represented is required for resolutions on (i) change of the purpose of the company; (ii) creation of shares with increased voting powers; (iii) implementation of transfer restrictions on shares; (iv) authorized or conditional increase in the share capital; (v) increase of capital by way of conversion of capital surplus or by contribution in kind; (vi) restriction or suspension of preferential rights; (vii) change of location of the principal office; and (viii) dissolution of the company without liquidation. A quorum of at least half of the share capital and approval by at least three-quarters of the votes cast is required for resolutions on (i) the conversion of registered shares into bearer shares; (ii) amendments to the provision of the AoA relating to registration and voting rights of nominee holders; and (iii) the dissolution of the company. A quorum of at least half of the share capital and the approval of at least seven-eighths of votes cast is required for amendments to provisions of the AoA relating to voting rights (Art. 12, Section 2 and Art. 13 Section 2 of the AoA).
Changes of control and defense measures
Duty to make an offer
Unless otherwise provided in the AoA, anyone who, directly or indirectly or acting in concert with third parties, acquires 33 1/3% or more of the voting rights of a listed Swiss company, whether or not such rights are exercisable, must make an offer to acquire all of the listed equity securities of such company (Art. 32 of the Federal Act on Stock Exchanges and Securities Trading, or Stock Exchange Act). The AoA do not include a contrary provision. This mandatory offer obligation may be waived under certain circumstances by the Swiss Takeover Board or the Federal Banking Commission. If no waiver is granted, the mandatory offer must be made pursuant to procedural rules set forth in the Stock Exchange Act and the implementing ordinances.
Clauses on changes of control
Subject to certain provisions in the Group’s employee benefit plans providing for the treatment of outstanding awards in the case of a change of control, there are no provisions in the AoA that require the payment of extraordinary benefits in case of a change of control in the agreements and plans benefiting members of the Board of Directors and Group Executive Board or any other members of senior management. Specifically, there are no contractually agreed severance payments in the case of a change of control of the Group. Moreover, none of the employment contracts with members of the Group Executive Board or other members of senior management provides for extraordinary benefits that would be triggered by a change of control.
Employees
As of December 31, 2003, we employed 60,477 employees worldwide. Of the total number of employees, 25,727 were employed in Switzerland and 34,750 were employed abroad. Set forth below are the number of employees by segment and the Corporate Center as of December 31:
| | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Private Banking | | 11,850 | | 12,967 | | 12,739 | |
Corporate & Retail Banking | | 8,479 | | 9,281 | | 9,654 | |
Life & Pensions | | 7,193 | | 7,815 | | 7,755 | |
Insurance | | 13,673 | | 24,315 | | 22,197 | |
Institutional Securities | | 15,739 | | 16,018 | | 18,557 | |
CSFB Financial Services | | 2,602 | | 6,783 | | 8,068 | |
Corporate Center | | 941 | | 1,278 | | 1,191 | |
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Total | | 60,477 | | 78,457 | | 80,161 | |
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In 2003, our total number of employees decreased by 17,980. In 2002, our total number of employees decreased by 1,704 or 2.1%. These declines primarily resulted from divestitures of businesses within the Group. A majority of our employees do not belong to unions. We have not experienced any significant strike, work stoppage or labor dispute in recent years. We consider our relations with employees to be good.
ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major shareholders
On December 31, 2003, no shareholder was recorded in the share register as holding 5% or more of our stock. However, Credit Suisse Group and its affiliates as of December 31, 2003 held 64.6 million registered shares that, as a result of such ownership, have no voting rights, corresponding to 5.4% of the total registered shares of Credit Suisse Group. During 2003 no shareholder reached the threshold of 5% of total shares, which would have required disclosure with the SWX Swiss Exchange.
As of December 31, 2003, according to the share register, 10.8 million shares, or 0.9% of the total shares outstanding, were held by shareholders with registered addresses in the United States. To the best of the Group’s knowledge, approximately 33.9 million shares, or 2.8% of the total shares outstanding, were held in the United States as of that date. To the best of its knowledge, Credit Suisse Group is not directly or indirectly owned or controlled by another corporation or any government or other person, and, to the best of our knowledge, there are no arrangements in place that could lead to a change in control of Credit Suisse Group.
Related party transactions
For information on related party transactions, refer to “Item 5 – Related Party transactions” and note 35 of the notes to the consolidated financial statements.
ITEM 8: FINANCIAL INFORMATION
Consolidated financial statements
Please refer to “Item 18 – Consolidated financial statements.”
Legal proceedings
We are involved in a number of judicial, regulatory and arbitration proceedings, including those described below, concerning matters arising in connection with the conduct of our businesses. These actions have been brought on behalf of various classes of claimants and, unless otherwise specified, seek damages of material and/or indeterminate amounts. We believe, based on currently available information, that the results of such proceedings, in the aggregate, will not have a material adverse effect on the financial condition of Credit Suisse Group as a whole, but could be material to our operating results for any particular period. We intend to defend ourselves vigorously against all of the claims asserted in these actions. For additional information about legal proceedings involving Credit Suisse First Boston (USA), Inc., our indirectly wholly owned subsidiary, please refer to the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed by Credit Suisse First Boston (USA), Inc. with the SEC.
World War II settlement
Swiss banking settlement
In October 1996, several class action lawsuits were brought against us and another Swiss bank in the United States District Court for the Eastern District of New York. In January 1999, an agreement was signed with various Jewish groups and the lawyers representing the US class action plaintiffs on a global settlement that would resolve all claims against all Swiss businesses with the exception of certain named life insurance carriers, including our subsidiary Winterthur Life, relating to the World War II era. On July 26, 2000, the court approved the global settlement, and on November 22, 2000, the court adopted a plan for distributing the settlement funds. The full and conclusive settlement committed the defendant Swiss banks to pay USD 1.25 billion under certain terms and conditions. We committed to pay up to one-third of this sum. On November 23, 2000, we paid the final installment into an escrow fund. A small number of persons have elected to opt out of the settlement and not to participate in the class action. Such persons’ claims were not released by the settlement. In addition, a number of appeals challenging the fairness of the settlement, or the distribution plan, were filed by purported class members, but all of those appeals have been denied; therefore, the settlement has entered into effect. Accordingly, the settlement money paid into the escrow fund has been transferred to a settlement fund that is fully under the control of the court and class plaintiffs’ counsel. The plaintiffs’ counsel and the federal judge presiding over the settlement have recently expressed their view that Swiss banks should take additional post-settlement steps that, in their view, would facilitate distribution of the settlement fund. After the presiding judge recused himself from adjudicating contested matters that affect the interests of Swiss banks, we and another Swiss bank entered into an agreement with the plaintiff settlement class, memorialized in a Memorandum to File approved by the court which, upon regulatory approval, should resolve all pending issues.
Claims against Winterthur Life
In 1997, a class action lawsuit, referred to as the Cornell case, was filed against 16 European insurance companies, including Winterthur Life, in the United States District Court for the Southern District of New York. Winterthur Life did not receive a release under the Swiss banking settlement described above. The plaintiffs claimed that these companies failed or refused to pay out benefits, particularly in connection with life policies, to which victims or survivors of the Holocaust were entitled. In January 1999, Winterthur Life was named as a defendant in a second class action, also in the Southern District of New York, referred to as the Winters/Schenker case, which asserts the same or similar claims. In January 2000, the Cornell case was dismissed. In July 2002, the Winters/Schenker case was also dismissed.
In response to actions by various US insurance regulators, in August 1998 an agreement was reached with the regulators, Jewish organizations and other European insurers, establishing a common procedure for the filing and processing of life insurance claims related to the Holocaust. The organization established for this purpose, the International Commission on Holocaust Era Insurance Claims, or ICHEIC, has initiated procedures for claims outreach, claims handling, the publication of lists of policy holders, the auditing of the insurers, and similar matters. Winterthur Life is taking an active part in ICHEIC.
The American Insurance Association, and certain of the Winterthur legal entity’s US-domiciled insurance subsidiaries, along with several other US-domiciled insurance companies affiliated with non-US entities have challenged in court proceedings legislation in the State of California purporting to suspend the licenses of California insurers if the State determines that the insurers (or their non-US affiliates) have not followed certain procedures for insurance claims relating to the Holocaust. In 2003, the US Supreme Court struck down the California legislation as an unconstitutional infringement on the US President’s foreign affairs powers.
South Africa
Two purported class actions have been filed in the United States District Court for the Southern District of New York, alleging that we and numerous other defendants are liable under international and US law by virtue of having done business in South Africa during the apartheid era prior to 1995. In one of these cases, the complaint has since been amended to delete us as a defendant. In addition, another case that is not a class action has been filed in the United States District Court for the Eastern District of New York in respect of the same allegations. These cases (and similar cases against others) have been transferred to the Southern District of New York for coordinated pre-trial proceedings. We have been served with process in the non-class action case, and we joined in a motion to dismiss that case. Motions to dismiss both cases have been fully briefed and argued. Both the South African government and the US government have filed papers supporting dismissal of plaintiffs’ claims. The parties are awaiting a decision from the court.
Governmental/Regulatory Inquiries Relating to IPO Allocation/Research-related Practices
In early 2002, in connection with industry-wide investigations into research analyst practices and certain IPO allocation practices, Credit Suisse First Boston received subpoenas and/or requests for information from the following governmental and regulatory bodies: (1) the New York State Attorney General, or NYAG; (2) the Massachusetts Secretary of the Commonwealth Securities Division, or MSD; (3) the SEC; (4) the NASD; (5) the NYSE; and (6) the United States Attorneys’ Office for the Southern District of New York, or SDNY. The SEC, NASD and NYSE have conducted a joint investigation.
Credit Suisse First Boston cooperated fully with these investigations and produced a significant volume of documents, consisting primarily of e-mails, compensation-related information and research reports. During these investigations, NASD, NYAG and MSD took testimony from various present and former employees of Credit Suisse First Boston. The investigations focused primarily on equity research independence and the allocation of certain IPO shares to senior executives of the firm’s clients (a practice that regulators have referred to as “spinning”).
On April 28, 2003, Credit Suisse First Boston and other Wall Street firms finalized a global settlement with a coalition of state and federal regulators and self-regulatory organizations to settle these investigations, or the Global Settlement. Consistent with an agreement in principle that had first been announced in December 2002, Credit Suisse First Boston agreed, without admitting or denying the allegations, to pay a total of USD 200 million, consisting of (a) USD 150 million to settle enforcement actions based on alleged violations of certain federal and state securities laws and NASD and NYSE rules and (b) USD 50 million to fund independent, third-party research to clients over five years. Credit Suisse First Boston also agreed to implement significant, industry-wide procedural and structural reforms to its business practices relating to both research analyst independence and the allocation of shares in IPOs.
On October 31, 2003, the U.S. District Court for the Southern District of New York approved the Global Settlement. The “state” portion of the Global Settlement consists of Credit Suisse First Boston’s agreements with each of the state regulators within the North American Securities Administrators Association, or NASAA; Credit Suisse First Boston has officially executed its settlement agreements with nearly all of the NASAA members and continues to negotiate the final terms of its agreements with the balance.
On May 30, 2003, Credit Suisse First Boston (and the other banks that participated in the Global Settlement) received a subpoena from the SEC and a document request from the NYSE, each of which seeks e-mails of a number of employees and certain other documents relating primarily to equity research. (The NASD issued a similar request but has since withdrawn that request.) The SEC and NYSE requests are part of those entities’ investigations into whether individual employees (rather than Credit Suisse First Boston itself) should be held liable for supervisory or other failures in connection with equity research practices during the time period that was the subject of the investigations discussed above. Credit Suisse First Boston has produced documents responsive to the SEC and NYSE requests.
We are not aware of any material developments in connection with the previously disclosed investigation by the NYAG of whether potential wrongdoing by individuals occurred during the time period covered by the Global Settlement.
Additionally, we are not aware of any material developments in connection with the previously disclosed governmental and regulatory inquiries concerning Credit Suisse First Boston’s preservation and production of documents in 2000 in response to then-pending investigations into Credit Suisse First Boston’s allocation of shares in IPOs and subsequent commissions and transactions.
Litigation Relating to IPO Allocation/Research-related Practices
Since January 2001, Credit Suisse First Boston LLC, an affiliate and several other investment banks have been named as defendants in a large number of putative class action complaints filed in the U.S. District Court for the Southern District of New York concerning IPO allocation practices. On April 19, 2002, the plaintiffs filed consolidated amended complaints alleging various violations of the federal securities laws resulting from alleged material omissions and misstatements in registration statements and prospectuses for the IPOs and, in some cases, follow-on offerings, and with respect to transactions in the aftermarket for those offerings. The complaints contain allegations that the registration statements and prospectuses either omitted or misrepresented material information about commissions paid to investment banks and aftermarket transactions by certain customers that received allocations of shares in the IPOs. The complaints also allege that misleading analyst reports were issued to support the issuers’ allegedly manipulated stock price and that such reports failed to disclose the alleged allocation practices or that analysts were allegedly subject to conflicts of interest. On July 1, 2002, Credit Suisse First Boston LLC, an affiliate and other defendants moved to dismiss the consolidated class action complaints. On February 19, 2003, the district court denied the motion as to Credit Suisse First Boston LLC, an affiliate and the other defendant investment banks, as well as with respect to certain issuer and individual defendants. In June 2003, the plaintiffs in this litigation announced a proposed settlement of their claims against the issuer defendants and the issuers’ officers and directors named in the litigation. On September 2, 2003, the plaintiffs filed an omnibus motion for class certification in all of these actions. By agreement among the parties and the district court, six cases were selected as focus cases for class certification purposes. The underwriter defendants opposed class certification in the six focus cases on February 24, 2004. The district court heard oral argument on the motion on June 17, 2004.
Since March 2001, Credit Suisse First Boston LLC and several other investment banks have been named as defendants in a number of putative class actions filed with the U.S. District Court for the Southern District of New York, alleging violations of the federal and state antitrust laws in connection with alleged practices in allocation of shares in IPOs in which such investment banks were a lead or co-managing underwriter. The amended complaint in these lawsuits, which have now been consolidated into a single action, alleges that the underwriter defendants have engaged in an illegal antitrust conspiracy to require customers, in exchange for IPO allocations, to pay non-competitively determined commissions on transactions in other securities, to purchase an issuer’s shares in follow-on offerings, and to commit to purchase other less desirable securities. The complaint also alleges that the underwriter defendants conspired to require customers, in exchange for IPO allocations, to agree to make aftermarket purchases of the IPO securities at a price higher than the offering price, as a precondition to receiving an allocation. These alleged “tie-in” arrangements are further alleged to have artificially inflated the market price for the securities. On May 24, 2002, Credit Suisse First Boston LLC and the other defendants moved to dismiss the amended complaint. On November 3, 2003, the district court granted the motion to dismiss and dismissed the action with prejudice as to all defendants. On December 3, 2003, the plaintiffs filed a notice of appeal to appeal the district court’s decision. Briefing on the appeal is now underway.
On November 15, 2002, Credit Suisse First Boston (USA), Inc. was sued in the U.S. District Court for the Southern District of New York on behalf of a putative class of issuers in IPOs for which its affiliate, Donaldson, Lufkin & Jenrette Securities Corporation, or DLJSC, acted as underwriter. The complaint alleges that the issuers’ IPOs were underpriced, and that DLJSC allocated the underpriced IPO stock to certain of its favored clients and subsequently shared in portions of the profits of such favored clients pursuant to side agreements or understandings. This purported conduct is alleged to have been in breach of the underwriting agreements between DLJSC and those issuers. On September 12, 2003, Credit Suisse First Boston (USA), Inc. filed a motion to dismiss the complaint. By order dated March 9, 2004, the district court denied Credit Suisse First Boston (USA), Inc.’s motion to dismiss as to three of plaintiff’s claims, but granted the motion as to plaintiff’s claim for unjust enrichment.
Several putative class action lawsuits have been filed against Credit Suisse First Boston LLC in the wake of publicity surrounding various governmental and regulatory investigations that led to the Global Settlement. Thus far, cases have been brought against Credit Suisse First Boston LLC in the U.S. District Courts for the Southern District of New York and the District of Massachusetts on behalf of purchasers of shares of Atmel Corporation, Agilent Technologies, Inc., AOL Time Warner Inc., Amazon.com, Razorfish, Inc., Lantronix, Inc., Synopsys, Inc., Winstar, Inc., and Covad Communications Co. The complaints generally assert claims under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act. A purported class action has also been filed in Missouri state court relating to analyst research.
A purchaser of shares of Clarent Corporation has filed an individual action in the Superior Court of the State of California for the County of Los Angeles alleging fraud, negligence, and negligent misrepresentation in connection with Credit Suisse First Boston’s research coverage of that company. On June 3, 2004, the court granted Credit Suisse First Boston LLC’s motion for summary judgment dismissing plaintiff’s case. An action has also been filed in the Superior Court of the State of California for the County of Santa Clara on behalf of a class of purchasers of several issuers. That complaint alleges that Credit Suisse First Boston LLC violated Section 17200 of California’s Business and Professions Code, which prohibits unfair business practices. On March 2, 2004, that case was dismissed without prejudice.
The Amazon.com and Covad Communications actions have been dismissed on motions to dismiss. The dismissal of the Covad Communications action was appealed and, on April 1, 2004, the U.S. Court of Appeals for the Second Circuit affirmed the dismissal.
The actions relating to AOL Time Warner Inc., Agilent Technologies, Inc., Synopsys, Inc., Winstar, Inc., and Razorfish, Inc. have all been separately consolidated in the U.S. District Court for the District of Massachusetts. Motions to dismiss have been or will be filed in each of these actions. Credit Suisse First Boston LLC has also filed a motion to dismiss in a consumer fraud action brought by the West Virginia Attorney General relating to analyst research.
Enron-related litigation and inquiries
Numerous actions have been filed against Credit Suisse First Boston LLC and its affiliates relating to Enron Corp. or its affiliates. On April 8, 2002, Credit Suisse First Boston and certain other investment banks were named as defendants along with, among others, Enron, Enron executives and directors, and external law and accounting firms in two putative class action complaints filed in the U.S. District Court for the Southern District of Texas. The first,
Newby, et al. v. Enron Corp., et al.
, was filed by purchasers of Enron securities and alleges violations of the federal securities laws. The second,
Tittle, et al. v. Enron Corp., et al.
, was filed by Enron employees who participated in various Enron employee savings plans and alleges violations of the federal Employment Retirement Income Security Act and the Racketeering Influenced and Corrupt Organizations Act, as well as state law negligence and civil conspiracy claims. A motion by Credit Suisse First Boston LLC and its affiliates to dismiss the complaint in
Newby
was denied in December 2002, and Credit Suisse First Boston LLC and its affiliates have since answered the complaint, denying all liability. On May 8, 2002, Credit Suisse First Boston LLC and its affiliates moved to dismiss the
Tittle
complaint, and the district court granted that motion in full on September 30, 2003, thereby dismissing the action in its entirety as to Credit Suisse First Boston LLC and its affiliates. In both cases, plaintiffs filed motions for class certification that are pending before the district court. On May 14, 2003, the lead plaintiff in
Newby
filed an amended complaint that, among other things, names as defendants additional Credit Suisse First Boston entities, expands the putative class to include purchasers of certain Enron-related securities, and alleges additional violations of the federal securities laws. On May 28, 2003, the lead plaintiff in
Newby
filed an amended motion for class certification of a more broadly defined class based on the amended complaint. On June 18, 2003, Credit Suisse First Boston LLC and its affiliates moved to dismiss the new claims and new entities asserted in the amended complaint. On March 31, 2004, that motion was granted as to certain claims that were based on the Securities Act of 1933, but denied in all other respects.
Several actions filed against Credit Suisse First Boston LLC and its affiliates and other parties have been consolidated or coordinated with the
Newby
action and stayed as to the filing of amended or responsive pleadings pending the district court’s decision on class certification in
Newby
and
Tittle
. Similarly consolidated or coordinated with
Newby
and stayed have been several actions against Arthur Andersen, LLP, or Andersen and other defendants, in which Andersen brought claims for contribution against Credit Suisse First Boston LLC and its affiliates and other parties as third-party defendants. The consolidated and coordinated cases are now proceeding into discovery along with
Newby
.
Additional Enron-related actions have been filed in various federal and state courts against Credit Suisse First Boston LLC and its affiliates, along with other parties, including: (i) a complaint by two investment funds that purchased certain Enron-related securities alleging insider trading and other violations of California law; (ii) a complaint by investment funds or fund owners that purchased senior secured notes issued by Osprey Trust and Osprey Trust I alleging violations of California law and fraud, deceit and negligent misrepresentation; (iii) an action by AUSA Life Insurance Company, Inc. and eleven other insurance company plaintiffs alleging violations of state securities laws, common law fraud and civil conspiracy in connection with securities offerings by certain Enron-related entities; (iv) a complaint by purchasers of Enron, Marlin, Osprey, and Montclare Trust securities alleging violations of state securities laws, fraud, deceit, and civil conspiracy; (v) a putative class action brought on behalf of holders of Enron common and preferred stock asserting claims of breach of fiduciary duty, aiding and assisting breach of fiduciary duty, negligent misrepresentation and fraud; (vi) a putative class action brought on behalf of purchasers of the common stock of NewPower Holdings, Inc. alleging violations of the federal securities laws; (vii) a putative class action brought on behalf of 70 Connecticut municipalities alleging violations of the Connecticut Unfair Trade Practices Act and various state claims including fraud, misappropriation, unjust enrichment and misrepresentation, in connection with Enron’s transactions with the Connecticut Resource Recovery Authority (“CRRA”), a public agency; and (viii) a putative class action brought on behalf of individual former board directors of CRRA to recover public funds, alleging violations of state aiding and abetting laws.
Mediations have been ordered in several of the cases brought in state court. In March 2004, the U.S. District Court for the Southern District of New York approved a partial settlement between the plaintiffs, the individual defendants and NewPower in the
In re NewPower Securities Litigation
. Additional mediation sessions in the
In re NewPower Securities Litigation
were held in May and June 2004.
In December 2001, Enron filed a petition for Chapter 11 relief in the U.S. Bankruptcy Court for the Southern District of New York. On September 12, 2002, the bankruptcy court entered an order allowing discovery by a court-appointed examiner from more than 100 institutions, including Credit Suisse First Boston LLC and its affiliates. Credit Suisse First Boston LLC and its affiliates have produced documents and made witnesses available for private sworn statements, subject to a confidentiality order. The bankruptcy examiner completed the investigation and, on November 4, 2003, filed a final report that contained the examiner’s conclusions with respect to several parties, including Credit Suisse First Boston LLC and its affiliates. Enron has brought four adversary proceedings against Credit Suisse First Boston LLC and its affiliates, seeking avoidance and recovery of various alleged preferential, illegal and fraudulent transfers; disallowance and equitable subordination of Credit Suisse First Boston LLC and its affiliates’ claims in the bankruptcy proceedings; recharacterization of one transaction as a loan and related declaratory relief, avoidance of security interests, and turnover and recovery of property; and damages, attorneys’ fees and costs for alleged aiding and abetting of breaches of fiduciary duty by Enron employees and civil conspiracy. Credit Suisse First Boston LLC and its affiliates have filed motions to dismiss these complaints, all of which are still pending.
On May 28, 2003, the courts presiding over the consolidated Enron litigation and over the Enron bankruptcy proceedings jointly ordered the following parties to participate in non-binding mediation: plaintiffs in
Newby
,
Tittle
and the cases comprising the multi-district litigation proceedings in Texas; eleven financial institutions, including Credit Suisse First Boston; and Enron and its affiliated debtors (including representatives of the Official Committee of Unsecured Creditors). The courts appointed Senior Judge William C. Conner of the U.S. District Court for the Southern District of New York as mediator. Several mediation sessions have been held, but have failed to produce a broad settlement. An additional mediation session is scheduled in June 2004.
Credit Suisse First Boston has received requests for information from certain U.S. Congressional committees and continues to receive requests for information and/or subpoenas from certain governmental and regulatory agencies regarding Enron and its affiliates. We continue to cooperate fully with such inquiries and requests.
NCFE-related Litigation
Since February 2003, lawsuits have been filed against Credit Suisse First Boston LLC with respect to services that it rendered to National Century Financial Enterprises, Inc. and its affiliates, or NCFE. From January 1996 to May 2002, Credit Suisse First Boston LLC acted as a placement agent for bonds issued by NCFE that were to be collateralized by health-care receivables, and in July 2002, as a placement agent for a sale of NCFE preferred stock. NCFE filed for bankruptcy protection in November 2002.
In these lawsuits, which were filed in (or removed to) federal courts in Arizona, Ohio, New Jersey and New York, investors in NCFE’s bonds and preferred stock have sued numerous defendants, including the founders and directors of NCFE, the trustees for the bond issuances, NCFE’s auditors and law firm, the rating agencies that rated NCFE’s bonds, and NCFE’s placement agents, including Credit Suisse First Boston LLC. The allegations include claims for breach of contract, negligence, fraud, and violation of federal and state securities laws. By orders dated November 13, 2003, January 5, 2004, and March 3, 2004, the Judicial Panel on Multidistrict Litigation consolidated the matters and transferred them to the U.S. District Court for the Southern District of Ohio for pre-trial purposes. Credit Suisse First Boston LLC has filed motions to dismiss in each of these cases.
U.K. Insurance Litigation
On August 7, 2003, a syndicate of insurance companies filed Consolidated Particulars of Claims against us, Credit Suisse First Boston LLC and Credit Suisse First Boston (USA), Inc. in the London Commercial Court alleging that certain excess liability insurance policies provided to these entities should be invalidated. These insurance policies are intended to provide coverage for damages, expenses, or settlements in excess of designated deductibles and below designated caps resulting from certain legal proceedings involving us or our subsidiaries. The insurance syndicate alleges that these insurance policies should be invalidated based on certain purported misrepresentations and misleading statements made by us and Credit Suisse First Boston to the insurance syndicate in connection with the underwriting of the policies.
Mutual Fund Investigations
Credit Suisse First Boston LLC and certain of its current and former affiliates have received subpoenas and/or requests for information from various governmental and regulatory bodies, including the New York Attorney General’s Office and the SEC, as part of the industry-wide investigation relating to the practices of mutual funds and their customers. We are cooperating fully with such requests.
Adelphia Communications Corporation Litigation
On July 6, 2003, the creditors’ committee appointed in the bankruptcy cases of Adelphia Communications Corporation and its affiliates filed an adversary proceeding in bankruptcy court against certain lenders and investment banks, including Credit Suisse First Boston (USA), Inc. and certain affiliates. The complaint asserts claims against the Credit Suisse First Boston entities and numerous other defendants under state law, the Bankruptcy Code and the Bank Holding Company Act. The complaint seeks, as against the Credit Suisse First Boston entities, the disallowance, avoidance and/or subordination of their claims and/or liens against Adelphia (and any of its assets) in its bankruptcy proceedings, and an unspecified amount of compensatory and punitive damages. The equity holders’ committee appointed in the bankruptcy cases is also seeking leave of court to intervene in the adversary proceeding to assert additional claims against Credit Suisse First Boston (USA) Inc. under state law, as well as claims against other parties under the Racketeer Influenced and Corrupt Organizations Act.
In addition, Credit Suisse First Boston (USA), Inc. and certain affiliates have been named in six civil actions brought by investors in Adelphia debt and/or equity securities concerning alleged misstatements in certain Adelphia securities offerings. These complaints were consolidated in the U.S. District Court for the Southern District of New York. Credit Suisse First Boston (USA), Inc. and certain affiliates were also named in two actions filed in Connecticut state court by investors who received Adelphia equity securities in the merger of Century Communications Corporation and Adelphia in October 1999. These two complaints were removed to the U.S. District Court for the District of Connecticut and a motion seeking their transfer to the consolidated proceeding in the Southern District of New York has been filed. On April 13, 2004, the plaintiffs in these actions moved to remand their complaints to Connecticut state court. Credit Suisse First Boston (USA), Inc. and its affiliates have filed an opposition to this motion. In each of the above cases, Credit Suisse First Boston (USA), Inc. and its affiliates have filed, or expect to file, motions to dismiss.
Dividends policy
Under Swiss law, dividends may be paid out only if and to the extent the corporation has distributable profits from previous business years, or if the free reserves of the corporation are sufficient to allow distribution of a dividend. Within these legal constraints, we maintain a flexible dividend policy.
The following table outlines the dividends paid for the years ended December 31:
Dividend per ordinary share | | USD | 1) | CHF | |
| | | | | |
| | | | | |
| | | | | |
2003 2) | | 0.40 | | 0.50 | |
2002 | | 0.07 | | 0.10 | |
2001 3) | | 1.20 | | 2.00 | |
2000 4) | | 1.23 | | 2.00 | |
1999 | | 1.10 | | 1.75 | |
| | | | | |
| | | | | |
| | | | | |
1) For details of the period end exchange rates used, please refer to “Item 3 – Key Information – Exchange rate information”. |
2) Repayment out of share capital as approved on April 30, 2004, in lieu of a dividend for financial year 2003. |
3) Repayment out of share capital as approved on May 31, 2002, in lieu of a dividend for financial year 2001. |
4) Repayment out of share capital as approved on June 1, 2001, in lieu of a dividend for financial year 2000. |
ITEM 9: THE OFFER AND LISTING
Listing details
Our shares are listed on the SWX Swiss Exchange; since June 25, 2001, the principal trading market for our shares has been Virt-x. Our American Depositary Shares, or ADSs, are traded on the New York Stock Exchange.
The following table sets forth, for the periods indicated, the reported highest and lowest closing price for one share on the SWX Swiss Exchange or from June 25, 2001, Virt-x, and the average daily trading volume as reported by the SWX Swiss Exchange or Virt-x
1)
:
| | Average | | | | | |
| | trading | | Shares in CHF 2) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Period | | volumes | 1) 2) | High | | Low | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
2004 | | | | | | | |
First quarter | | 6,678,070 | | 49.5 | | 43.0 | |
Through June 18, 2004 | | 5,705,648 | | 46.4 | | 42.6 | |
2003 | | | | | | | |
First quarter | | 6,718,605 | | 34.5 | | 20.7 | |
Second quarter | | 7,889,445 | | 39.3 | | 23.3 | |
Third quarter | | 6,241,096 | | 48.7 | | 34.8 | |
Fourth quarter | | 5,614,077 | | 48.7 | | 42.1 | |
2002 | | | | | | | |
First quarter | | 5,566,964 | | 73.6 | | 56.5 | |
Second quarter | | 5,379,152 | | 63.5 | | 41.7 | |
Third quarter | | 7,376,761 | | 48.9 | | 26.8 | |
Fourth quarter | | 8,979,806 | | 35.7 | | 20.6 | |
2001 | | | | | | | |
First quarter | | 6,483,553 | | 87.0 | | 69.8 | |
Second quarter | | 4,869,675 | | 83.1 | | 72.3 | |
Third quarter | | 5,292,914 | | 75.9 | | 44.8 | |
Fourth quarter | | 5,601,598 | | 71.3 | | 51.6 | |
2000 | | | | | | | |
First quarter | | 3,535,368 | | 82.8 | | 66.4 | |
Second quarter | | 3,452,079 | | 84.9 | | 75.8 | |
Third quarter | | 4,014,660 | | 97.1 | | 80.6 | |
Fourth quarter | | 5,488,325 | | 87.4 | | 73.3 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) Reflects trading on Virt-x since June 25, 2001. |
2) Volume and price information have been adjusted retroactively to reflect the share split on August 15, 2001. |
Our shares are registered with a par value of CHF 1 per share. Effective
July 8, 2004, the par value of our shares will be reduced to CHF
0.50 and on July 12, 2004 we will make a repayment of capital
of CHF 0.50 per share.
Official trading of our shares in the form of ADSs on the New York Stock Exchange began on September 25, 2001, under the symbol “CSR.” The following table sets forth, for the periods indicated, the reported highest and lowest closing price of ADSs, each representing one share, on the New York Stock Exchange, and the average daily trading volume as reported by the New York Stock Exchange.
| | Average | | American Depositary | | |
| | trading | | Shares in USD | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Period | | volumes | | High | | Low | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
2004 | | | | | | | |
First quarter | | 174,540 | | 40.4 | | 33.6 | |
Through June 18, 2004 | | 138,000 | | 36.5 | | 33.0 | |
2003 | | | | | | | |
First quarter | | 161,384 | | 24.8 | | 15.9 | |
Second quarter | | 222,254 | | 30.4 | | 17.4 | |
Third quarter | | 122,013 | | 35.5 | | 26.5 | |
Fourth quarter | | 268,494 | | 36.4 | | 32.2 | |
2002 | | | | | | | |
First quarter | | 46,358 | | 44.6 | | 33.5 | |
Second quarter | | 57,564 | | 38.4 | | 28.4 | |
Third quarter | | 129,222 | | 32.5 | | 18.2 | |
Fourth quarter | | 208,200 | | 23.8 | | 13.7 | |
2001 | | | | | | | |
Fourth quarter | | 16,077 | | 43.0 | | 32.6 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Differences between the corporate governance standards of Credit Suisse Group and the NYSE Rules
Credit Suisse Group endeavors to comply with all relevant standards on corporate governance, including many of the corporate governance standards applicable to US domestic issuers set by the New York Stock Exchange (“NYSE”). For a description of our corporate governance principles see also the relevant section of our Annual Report. The Group may change its corporate governance structure to reflect new requirements of relevant laws or regulations, or as deemed necessary by the Board of Directors.
Many of the corporate governance rules in the NYSE Listed Company Manual (the “NYSE Rules”) do not apply to Credit Suisse Group, as the Group is classified as a “foreign private issuer” for purposes of those rules. NYSE Rule 303A.11, however, requires foreign private issuers listed on the NYSE to describe significant differences between their corporate governance standards and the corporate governance standards applicable to U.S. domestic issuers listed on the NYSE. The following is a summary of such differences.
First, with respect to director independence standards, the NYSE Rules state that a director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the listed company’s present executives serve on that company’s compensation committee will not be considered “independent” until three years after the end of such service or the employment relationship. The Group’s corporate governance standards allow a director to be considered independent so long as there is no such relationship at the time of consideration, and do not require a three-year look-back to prior relationships. Other than this difference, the Group’s standards for determining whether a director is independent are the same as those of the NYSE. The Group meets the requirement applicable to US listed companies that it have a majority of independent directors as defined by the NYSE Rules.
Second, with respect to board committee membership, the NYSE Rules require that a listed company’s audit committee, compensation committee and nominating/corporate governance committees each be made up entirely of independent directors. Swiss corporate governance standards generally require that only a majority of the members of these committees be independent. Credit Suisse Group’s Chairman’s and Governance Committee is currently comprised of a majority of independent members under both the Group’s and the NYSE’s independence standards. The Compensation Committee currently consists solely of independent members under both the Group’s and the NYSE’s independence standards. The Group’s Audit Committee is comprised entirely of independent directors under the Group’s independence standards, and of a majority of independent directors under the NYSE’s independence standards. The Group’s Audit Committee satisfies the audit committee requirements of Rule 10A-3 under the US Securities Exchange Act of 1934.
Third, with respect to the approval of employee benefit plans, the NYSE Rules require shareholder approval of all equity compensation plans and material revisions to such plans, including employee benefit plans. The definition of “equity compensation plans” covers plans that provide for the delivery to employees or directors of either newly issued securities or securities acquired by the issuer in the secondary market. Swiss law requires that shareholders approve the creation of the conditional capital used to set aside shares for employee benefit plans and other equity compensation plans, but does not require shareholders to approve the terms of such plans.
In addition, the NYSE Rules allocate responsibility for discussing guidelines and policies governing the process by which risk assessment and risk management is undertaken to the Audit Committee, while the Group’s corporate governance standards allocate these duties to the Risk Committee. Finally, the NYSE Rules require that certain board committees report specified information directly to shareholders, while under Swiss law, only the Board of Directors reports directly to the shareholders, while the committees submit their reports to the full Board.
Trading in our own shares
We buy and sell our own shares and derivatives on our own shares within our normal trading and market-making activities mainly through the Swiss broker-dealer operations of Credit Suisse Financial Services and some of our private banks. In the Swiss market, we buy and sell, through Credit Suisse Financial Services, our shares and derivatives on these shares to facilitate customer orders, to provide liquidity as a market maker and to hedge derivative instruments.
In addition, we may from time to time place orders for our own shares to satisfy obligations under various employee and management incentive plans, and potentially for shares to be used as payment in acquisitions. On February 25, 2003, we announced the termination of our share buyback program of up to CHF 5 billion. In 2003, we did not purchase any shares as part of this program; however, we purchased shares as part of market-making and trading activities, as well as for corporate purposes and to satisfy our obiligations to employees under employee share plans.
The net long or short position held by Credit Suisse Financial Services and the private banking subsidiaries in our shares has been at non-material levels relative to the number of our outstanding shares, due in part to SFBC regulations requiring a 100% capital charge to the relevant legal entity for the entire net position in our shares. In addition to SFBC rules, trading in our own shares in the Swiss market is subject to regulation under the Stock Exchange Act, the rules of SWX Swiss Exchange and the EUREX electronic exchange, and the SBA Code of Conduct for Securities Dealers. Trading is also limited by our risk management limits, internal capital allocation rules, balance sheet requirements, counterparty restrictions and other internal regulations and guidelines.
ITEM 10: ADDITIONAL INFORMATION
Articles of Association
For a summary of the material provisions of our Articles of Association, or AoA, and the Swiss Code of Obligations
(Schweizerisches Obligationenrecht)
as they relate to our shares, refer to the summaries contained in item 6 under the captions “Corporate Governance – Shareholders” and “Corporate Governance – Changes of control and defense measures”, which we incorporate by reference herein. That description does not purport to be complete and is qualified in its entirety by reference to the Swiss Code of Obligations and to the Articles, copies of which are available at our office, Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland.
Registration and business purpose
We are registered as a Swiss corporation
(Aktiengesellschaft)
in the Commercial Register of the Canton of Zurich under the registration number CH-020.3.906.075-9 and have our registered offices in Zurich, Switzerland. Our business purpose, as set forth in Article 2 of our AoA, is to hold direct or indirect interests in all types of businesses in Switzerland and abroad, in particular in the areas of banking, finance, asset management and insurance. We have the power to establish new businesses, acquire a majority or minority interest in existing businesses and provide related financing. We also have the power to acquire, mortgage and sell real estate properties both in Switzerland and abroad.
Directors
The Swiss Code of Obligations requires directors and members of senior management to safeguard the interests of the corporation and, in connection with this requirement, imposes a duty of care and a duty of loyalty on directors and officers. While Swiss law does not have a general provision on conflicts of interest, the duties of care and loyalty are generally understood to disqualify directors and senior officers from participating in decisions that could directly affect them. Directors and officers are personally liable to the corporation for any breach of these provisions. In addition, Swiss law contains a provision, pursuant to which payments made to a shareholder or a director or any person associated with them (for example, family members, business partners, agents, or financing providers), other than at arms’ length, must be repaid to us if the shareholder or director was acting in bad faith. Our AoA provide that the Board of Directors determines the yearly remuneration of the directors. Such remuneration is determined by our Board upon recommendation of the Compensation Committee of our Board.
Our AoA provide that the Board of Directors shall consist of a minimum of seven members. The members of our Board are elected for a period of three years and are eligible for re-election, without any term limitations. According to the Regulations Governing the Conduct of Business of Credit Suisse Group (OGR), the age limit for members of the board is 70 and the age limit for the Chairman is 68.
Neither Swiss law nor the AoA restrict in any way our power to borrow and raise funds. The decision to borrow funds is passed by or under the direction of our Board of Directors, with no shareholders’ resolution required.
Dividends
Under Swiss law, dividends may be paid out only if and to the extent the corporation has distributable profits from previous business years, or if the free reserves of the corporation are sufficient to allow distribution of a dividend. In addition, at least 5% of the annual net profits must be retained and booked as general legal reserves for so long as these reserves amount to less than 20% of our paid-in share capital. Our reserves currently exceed this 20% threshold. Furthermore, dividends may be paid out only after approval at the shareholders’ meeting. The Board of Directors may propose that a dividend be paid out, but cannot itself set the dividend. The auditors must confirm that the dividend proposal of the Board conforms to statutory law. In practice, the shareholders usually approve the dividend proposal of the Board of Directors. Dividends are usually due and payable after the shareholders’ resolution relating to the allocation of profits has been passed. Under Swiss law, the statute of limitations in respect of dividend payments is five years.
Pre-emptive subscription rights
Under Swiss law, any share issue, whether for cash or non-cash consideration or no consideration, is subject to the prior approval of the shareholders’ meeting. Shareholders of a Swiss corporation have certain pre-emptive subscription rights to subscribe for new issues of shares in proportion to the nominal amount of shares held. A resolution adopted at a shareholders’ meeting with a supermajority may, however, limit or suspend preferential subscription rights in certain limited circumstances.
Repurchase of shares
Swiss law limits a corporation’s ability to hold or repurchase its own shares. We may only repurchase shares if we have sufficient free reserves to pay the purchase price, and if the aggregate nominal value of the repurchased shares does not exceed 10% of our nominal share capital. Furthermore, we must create a special reserve on our balance sheet in the amount of the purchase price of the acquired shares. Shares repurchased by us do not carry any voting rights at shareholders’ meetings.
Notices
Notices to shareholders are made by publication in the Swiss Official Commercial Gazette (
Schweizerisches Handelsamtsblatt)
. The Board of Directors may designate further means of communication for publishing notices to shareholders. Notices required under the listing rules of the SWX Swiss Exchange will either be published in two Swiss newspapers in German and French and sent to the SWX Swiss Exchange or otherwise be communicated to the SWX Swiss Exchange in accordance with applicable listing rules. The SWX Swiss Exchange may disseminate the relevant information on its online exchange information system “Newsboard.”
Liquidation and merger
Under Swiss law and our AoA, we may be dissolved at any time by a shareholders’ resolution which must be passed by (1) a supermajority of at least three quarters of the votes cast at the meeting in the event we are to be dissolved by way of liquidation, or (2) a supermajority of at least two-thirds of the votes represented and an absolute majority of the par value of the shares represented at the meeting in other events. Dissolution by court order is possible if we become bankrupt. Under Swiss law, any surplus arising out of liquidation (after the settlement of all claims of all creditors) is distributed to shareholders in proportion to the paid-up par value of shares held.
Disclosure of principal shareholders
Under the applicable provisions of the Stock Exchange Act, persons acting individually or in concert who acquire or dispose of shares and thereby reach, exceed or fall below the respective thresholds of 5%, 10%, 20%, 33
1/3
%, 50% or 66
2/3
% of the total voting rights of a Swiss listed corporation must notify the corporation and the SWX Swiss Exchange of such transactions, whether or not the voting rights can be exercised. Following receipt of such notification, the corporation has the obligation to inform the public. In addition, pursuant to the Swiss Code of Obligations, we must disclose in the notes to the annual financial statements the identity of any shareholders who own in excess of 5% of our shares.
Material contracts
On January 7, 2003, Credit Suisse First Boston (USA), Inc. entered into a definitive agreement to sell Pershing, a leading provider of financial services to broker-dealers and investment managers, to The Bank of New York Company, Inc. for CHF 2.7 billion in cash, the repayment of a CHF 653 million subordinated loan and a contingent payment of up to CHF 68 million based on future performance. The transaction closed on May 1, 2003. The sale of Pershing was effected through the sale of the equity interests in Donaldson, Lufkin & Jenrette Securities Corporation (which was converted to the Delaware limited liability company Pershing LLC on January 17, 2003), and certain other subsidiaries, including iNautix, through which the Pershing business is conducted.
For more information about this transaction, please refer to the Amendment dated as of April 30, 2003 to the Transaction Agreement by and between Credit Suisse First Boston (USA), Inc. and The Bank of New York Company, Inc., which has been filed as Exhibit 4.1 to this Form 20-F.
Exchange controls
There are no restrictions under our AoA or Swiss law, presently in force, that limit the right of non-resident or foreign owners to hold our securities freely or, when entitled, to vote our securities freely. Other than in connection with government sanctions imposed on Iraq, Liberia, Myanmar, Zimbabwe, certain persons with links to former Serb President Mr. Milosevic, persons or organizations with links to Osama bin Laden, the “al Qaeda” group or the Taliban, there are currently no Swiss exchange control laws or laws restricting the import or export of capital, including but not limited to, the remittance of dividends, interest or other payments to non-resident holders of our securities.
Indemnification
Neither the AoA of Credit Suisse Group nor Swiss statutory law contain provisions regarding the indemnification of directors and officers. According to general principles of Swiss employment law, an employer may, under certain circumstances, be required to indemnify an employee against losses and expenses incurred by such person in the execution of such person’s duties under an employment agreement, unless the losses and expenses arise from the employee’s gross negligence or willful misconduct. From time to time, Credit Suisse Group has agreed to indemnify certain of its current or former directors and/or officers against certain losses and expenses in respect of service as a director or officer of Credit Suisse Group, one of our affiliates or another entity, which we approved, subject to specific conditions or exclusions. We maintain directors’ and officers’ insurance for our directors and officers.
American Depositary Shares
Under Swiss law, holders of ADSs are not shareholders and are not recorded in our share register. A nominee for the ADS depositary is the registered holder of the shares underlying the ADSs. Rights of ADS holders to exercise voting rights, receive dividends and other matters are governed by the deposit agreement pursuant to which their ADSs are issued. For further information relating to our ADSs, please refer to the Registration Statement on Form F-6, Reg. no. 333-13926 filed with the SEC. Subject to any applicable law to the contrary, with respect to ADSs for which timely voting instructions are not received by the ADS depositary in relation to any proposed resolution or for which voting instructions are received by the ADS depositary but do not specify how the ADS depositary shall vote in relation to any proposed resolution, the ADS depositary shall, or shall instruct the nominee to, vote such shares underlying the ADSs in favor of such resolution if it has been proposed by the Board of Directors or otherwise in accordance with the recommendation of the Board of Directors.
Taxation
The following summary contains a description of the principal Swiss and US federal income tax consequences of the purchase, ownership and disposition of our shares or American Depositary Receipts, which we refer to collectively as Shares, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to own or dispose of Shares. In particular, the summary is directed only to holders that hold Shares as capital assets, and does not address tax considerations applicable to investors that may be subject to special tax rules, such as banks, tax-exempt entities, insurance companies, dealers in securities or currencies, traders in securities electing to mark to market, persons that actually or constructively own 10% or more of our voting stock, persons that hold Shares as a position in a “straddle” or “conversion” transaction, or as part of a “synthetic security” or other integrated financial transaction, or persons that have a “functional currency” other than CHF or USD.
This summary is based on the current tax laws of Switzerland and the United States, including the current Convention Between the United States of America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income, or the Treaty, the US Internal Revenue Code of 1986, as amended, or the Code, existing and proposed regulations thereunder, published rulings and court decisions, all of which are subject to change, possibly with retroactive effect.
This discussion does not generally address any aspects of US taxation other than federal income taxation or any aspects of Swiss taxation other than income and capital taxation. Prospective investors are urged to consult their tax advisors regarding the US federal, state and local, Swiss and other tax consequences of owning and disposing of Shares.
Swiss taxation
Withholding tax on dividends and similar distributions
Dividends paid and other similar cash, in-kind taxable distributions made by us to a holder of Shares (including dividends on liquidation proceeds and stock dividends) and taxable income resulting from partial liquidation as referred to below under “Capital gains tax realized on shares” are subject to a federal withholding tax at a rate of 35%. The withholding tax will be withheld by us on the gross distributions and will be paid to the Swiss Federal Tax Administration.
Swiss resident recipients
Swiss resident individuals or legal entities are generally entitled to a full refund or tax credit for the withholding tax if they are the beneficial owners of such distributions at the time the distribution is due and duly report the receipt thereof in the relevant income tax return.
Non-resident recipients
The recipient of a taxable distribution who is an individual or a legal entity not resident in Switzerland for tax purposes may be entitled to a total or partial refund of the withholding tax if the country in which such recipient resides for tax purposes has entered into a bilateral treaty for the avoidance of double taxation with Switzerland and the further conditions of such treaty are met. Holders of Shares not resident in Switzerland should be aware that the procedures for claiming treaty benefits (and the time frame required for obtaining a refund) may differ from country to country. Holders of Shares not resident in Switzerland should consult their own legal, financial or tax advisors regarding receipt, ownership, purchases, sale or other dispositions of Shares and the procedures for claiming a refund of the withholding tax.
Residents of the United States
A non-Swiss resident holder who is a resident of the United States for purposes of the Treaty is eligible for a reduced rate of withholding tax on dividends equal to 15% of the dividend, provided that such holder (i) qualifies for benefits under the Treaty, (ii) holds, directly or indirectly, less than 10% of our voting stock and (iii) does not conduct business through a permanent establishment or fixed base in Switzerland to which Shares are attributable. Such an eligible US holder may apply for a refund of the amount of the withholding tax in excess of the 15% Treaty rate. The claim for refund must be filed on Swiss Tax Form 82 (82C for corporations; 82I for individuals; 82E for other entities), which may be obtained from any Swiss consulate general in the United States or from the Federal Tax Administration of Switzerland at the address below, together with an instruction form. Four copies of the form must be duly completed, signed before a notary public of the United States, and sent to the Federal Tax Administration of Switzerland, Eigerstrasse 65, CH 3003, Berne, Switzerland. The form must be accompanied by suitable evidence of deduction of Swiss tax withheld at source, such as certificates of deduction, signed bank vouchers or credit slips. The form may be filed on or after July 1 or January 1 following the date the dividend was payable, but no later than December 31 of the third year following the calendar year in which the dividend became payable.
Income and profit tax on dividends and similar distributions
Individuals
An individual who is a Swiss resident for tax purposes, or who is a non-Swiss resident holding Shares as part of a Swiss business operation or Swiss permanent establishment, is required to report the receipt of taxable distributions received on the Shares in her or his relevant Swiss tax returns.
Legal entities
Legal entities resident in Switzerland and non-Swiss resident legal entities holding Shares as part of a Swiss establishment are required to include taxable distributions received on the Shares in their income subject to Swiss corporate income taxes. A Swiss corporation or co-operative or a non-Swiss corporation or co-operative holding Shares as part of a Swiss permanent establishment may, under certain circumstances, benefit from relief from taxation with respect to dividends (
Beteiligungsabzug
).
Non-resident recipients
Recipients of dividends and similar distributions on Shares who are neither residents of Switzerland for tax purposes nor holders of Shares as part of a Swiss business operation or a Swiss permanent establishment are not subject to Swiss income taxes in respect of such distributions.
Capital gains tax realized on shares
Individuals
Swiss resident individuals who hold Shares as part of their private property generally are exempt from Swiss federal, cantonal and communal taxes with respect to capital gains realized upon the sale or other disposal of Shares, unless such individuals are qualified as security trading professionals for income tax purposes. Gains realized upon a repurchase of Shares by us for the purpose of a capital reduction are characterized as a partial liquidation of the company. In this case, the difference between the nominal value of the shares and their repurchase price may qualify as taxable income. The same would be true for gains realized upon a repurchase of Shares if we were not to dispose of the repurchased shares within six years after the repurchase, or if such Shares were repurchased in connection with a capital reduction. Taxable income would be the difference between the repurchase price and the nominal value of the Shares. Individuals who are Swiss residents for tax purposes and who hold the Shares as business assets, or who are non-Swiss residents holding Shares as part of a Swiss business operation or Swiss permanent establishment, are required to include capital gains realized upon the disposal of Shares in their income subject to Swiss income tax.
Legal entities
Legal entities resident in Switzerland or non-Swiss resident legal entities holding Shares as part of a Swiss permanent establishment are required to include capital gains realized upon the disposal of Shares in their income subject to Swiss corporate income tax.
Non-resident individuals and legal entities
Individuals and legal entities which are not resident in Switzerland for tax purposes and do not hold Shares as part of a Swiss business operation or a Swiss permanent establishment are not subject to Swiss income taxes on gains realized upon the disposal of the Shares.
Net worth and capital taxes
Individuals
Individuals who are Swiss residents for tax purposes, or who are non-Swiss residents holding Shares as part of a Swiss business operation or Swiss permanent establishment, are required to include their Shares in their assets that are subject to cantonal and communal net worth taxes.
Legal entities
Legal entities resident in Switzerland or non-Swiss resident legal entities holding Shares as part of a Swiss permanent establishment are required to include their Shares in their assets that are subject to cantonal and communal capital tax.
Non-resident individuals and legal entities
Individuals and legal entities, which are not resident in Switzerland for tax purposes and do not hold Shares as part of a Swiss business operation or a Swiss permanent establishment are not subject to Swiss cantonal and communal net worth and capital taxes.
Stamp duties upon transfer of securities
The transfer of Shares, whether by Swiss residents or non-resident holders, may be subject to a Swiss securities transfer duty of 0.15% of the transaction value if the transfer occurs through or with a Swiss bank or other Swiss or foreign securities dealer as defined in the Swiss Federal Stamp Duty Act. The stamp duty is paid by the securities dealer and may be charged to the parties in a taxable transaction who are not securities dealers. In addition to this stamp duty, the sale of Shares by or through a member of the SWX/Virt-x may be subject to a minor SWX/Virt-x levy on the sale proceeds (this levy also includes the Federal Banking Commission surcharge).
United States federal income tax
For purposes of this discussion, a “US Holder” is any beneficial owner of Shares that is (i) a citizen or resident of the United States, (ii) a corporation organized under the laws of the United States or any political subdivision thereof, or (iii) any other person that is subject to US federal income tax on a net income basis in respect of Shares. A “Non-US Holder” is any beneficial owner of Shares that is a foreign corporation or non-resident alien individual.
Taxation of dividends
US Holders
For US federal income tax purposes a US Holder will be required to include the full amount (before reduction for Swiss withholding tax) of a dividend paid with respect to Shares, generally as ordinary income. Subject to certain exceptions for short-term and hedged positions, the US dollar amount of dividends received by an individual prior to January 1, 2009 with respect to our Shares will be subject to taxation at a maximum rate of 15% if the dividends are “qualified dividends”. Dividends paid on the Shares will be treated as qualified dividends if we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (“PFIC”), foreign personal holding company (“FPHC”) or foreign investment company (“FIC”). Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC, FPHC or FIC for US federal income tax purposes with respect to our 2003 taxable year. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC, FPHC or FIC for our 2004 taxable year. The US Treasury has announced its intention to promulgate rules pursuant to which holders of Shares and intermediaries through whom such securities are held will be permitted to rely on certifications from issuers to treat dividends as qualified for tax reporting purposes. Because such procedures have not yet been issued, it is not clear whether we will be able to comply with the procedures. Holders of our Shares should consult their own tax advisers regarding the availability of the reduced dividend tax rate in light of the considerations discussed above and their own particular circumstances. For this purpose, a “dividend” will include any distribution paid by us with respect to Shares, but only to the extent such distribution is not in excess of our current and accumulated earnings and profits as defined for US federal income tax purposes. Such dividend will constitute income from sources outside the United States. Subject to the limitations and conditions provided in the Code, a US Holder may deduct from its US federal taxable income, or claim as a credit against its US federal income tax liability, the Swiss withholding tax withheld. Under the Code, dividend payments by us on Shares are not eligible for the dividends received deduction generally allowed to corporate shareholders. Any distribution that exceeds our earnings and profits will be treated as a non-taxable return of capital to the extent of the US Holder’s tax basis in Shares and thereafter as capital gain.
In general, a US Holder will be required to determine the amount of any dividend paid in CHF by translating the CHF into USD at the “spot rate” of exchange on the date of receipt. The tax basis of CHF received by the US Holder generally will equal the USD equivalent of such CHF, translated at the spot rate of exchange on the date such CHF dividends are received. Upon a subsequent exchange of such CHF for USD, or upon the use of such CHF to purchase property, a US Holder will generally recognize ordinary income or loss in the amount equal to the difference between such US Holder’s tax basis for the CHF and the USD received or, if property is received, the fair market value of the property. In addition, a US Holder may be required to recognize domestic-source foreign currency gain or loss on the receipt of a refund in respect of Swiss withholding tax to the extent the USD value of the refund differs from the USD equivalent of the amount on the date of receipt of the underlying dividend.
Non-US Holders
Dividends paid to a Non-US Holder in respect of Shares will generally not be subject to US federal income tax unless such dividends are effectively connected with the conduct of a trade or business within the United States by such Non-US Holder.
Capital gains tax upon disposal of shares
US Holders
Gain or loss realized by a US Holder on the sale or other disposition of Shares will be subject to US federal income taxation as capital gain or loss in an amount equal to the difference between the US Holder’s basis in Shares and the amount realized on the disposition. Such gain or loss will generally be long-term capital gain or loss if the US Holder holds Shares for more than one year. Long-term capital gain realized by a US Holder that is an individual generally is subject to reduced rates.
Non-US Holders
A Non-US Holder will generally not be subject to US federal income tax in respect of gains realized on a sale or other disposition of Shares unless the gain is effectively connected with a trade or business of the Non-US Holder in the United States.
Backup withholding tax and information reporting requirements
Dividends paid on, and proceeds from the sale or other disposition of, Shares paid to a US Holder generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the holder (i) establishes that it is a corporation or other exempt holder or (ii) provides an accurate taxpayer identification number on a properly completed Internal Revenue Service Form W-9 and certifies that no loss of exemption from backup withholding has occurred. The amount of any backup withholding from a payment to a holder will be allowed as a credit against the US Holder’s US federal income tax liability and may entitle such holder to a refund, provided that certain required information is furnished to the Internal Revenue Service.
A non-US Holder may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.
ITEM 11: QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
Overview
Risk management principles
Credit Suisse Group’s business involves the prudent taking of risk. The primary objectives of the risk management strategy are to protect the financial strength and the reputation of the Group. The Group’s risk management framework is grounded on the following principles, which apply universally across all businesses and risk types.
-
Protection of financial strength: Credit Suisse Group controls risk in order to limit the impact of potentially adverse events on the Group’s capital and income streams. The Group’s risk appetite is to be consistent with its financial resources.
-
Protection of reputation: The value of the Credit Suisse Group franchise depends on the Group’s reputation. Protecting a strong reputation is fundamental and must be an overriding concern for all staff members.
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Risk transparency: Risk transparency is essential so that risks are well understood by senior management and can be balanced against business goals.
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Management accountability: The various segments are organized into business units that own the comprehensive risks assumed through their operations. Business unit management is responsible for the active management of the respective risk exposures and the return for the risks taken.
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Independent oversight: Risk management is a structured process to identify, measure, monitor and report risk. The risk management, controlling and legal and compliance functions operate independently of the front office units to ensure the integrity of the risk and control processes.
Risk management oversight
Risk management oversight is performed at several levels of the organization. Key responsibilities lie with the following management bodies and committees.
Risk management oversight at the Board level
-
Group Board of Directors: Responsible to shareholders for the strategic direction, supervision and control of the Group and for defining the Group’s overall tolerance for risk.
-
Board of Directors of other Group legal entities: Responsible for the strategic direction, supervision and control of the respective legal entity and for defining the legal entity’s tolerance for risk.
-
Risk Committees: Established in May 2003 and responsible for assisting the Board of Directors of the Group and other Group legal entities in fulfilling their oversight responsibilities by providing guidance regarding the risk governance and the development of the risk profile, including the regular review of major risk exposures and the approval of risk limits.
-
Audit Committees: Responsible for assisting the Boards of Directors of the Group and other Group legal entities in fulfilling their oversight responsibilities by monitoring management’s approach with respect to financial reporting, internal controls, accounting, risk management and legal and regulatory compliance. Additionally, the Audit Committees are responsible for monitoring the independence and the performance of the internal and external auditors.
-
Internal auditors: Responsible for assisting the Boards of Directors, the Audit Committees and management in fulfilling their responsibilities by providing an objective and independent evaluation of the financial accounts and the effectiveness of control, risk management and governance processes.
Risk management oversight at the Group management level
-
Group Executive Management (Group Co-CEOs and Group Executive Board): Responsible for implementing the Group’s strategy, managing the Group’s portfolio of businesses and managing the risk profile of the Group as a whole within the risk tolerance defined by the Group Board of Directors.
-
Group Chief Risk Officer: Responsible for providing risk management oversight for the Group as a whole in order to ensure that the aggregate risk appetite is consistent with the Group’s financial resources as well as the risk tolerance defined by the Group Board of Directors. Additionally, risk management identifies group-wide risk concentrations, reviews and ratifies high risk exposures and unusual or special transactions, ensures consistent and thorough risk management practices and processes throughout the Group and recommends corrective action if necessary.
-
Group Risk Processes & Standards Committee (GRIPS): Responsible for establishing and approving standards regarding risk management and risk measurement.
-
Credit Portfolio & Provisions Review Committee: Responsible for reviewing the quality of the credit portfolio, with a focus on the development of impaired assets and the assessment of related provisions and valuation allowances.
Risk management oversight at the business unit, segment and division management level
-
Business unit Executive Management (Chief Executive Officers, CSFS Executive Board and CSFB Operating Committee): Responsible for implementing the business unit’s strategy and actively managing its portfolio of businesses and its risk profile to ensure that risk and return are balanced and appropriate for current market conditions.
-
Strategic Risk Management: At both business units, Strategic Risk Management is an independent function headed by the business unit Chief Risk Officer with responsibility for assessing the overall risk profile of the business unit on a consolidated basis and for recommending corrective action if necessary.
-
Credit Risk Management: At both business units, Credit Risk Management is an independent function headed by the business unit Chief Credit Officer with responsibility for approving credit limits, monitoring and managing individual exposures and assessing and managing the quality of the credit portfolio of the business unit.
-
CSFS Risk Management Committee: Responsible for supervising and directing the Credit Suisse Financial Services risk profile on a consolidated basis, for approving risk management policies, recommending risk limits to the Credit Suisse and Winterthur Boards of Directors and their Risk Committees and establishing and allocating risk limits within Credit Suisse Financial Services.
-
CSFB Capital Allocation and Risk Management Committee: Responsible for supervising and directing the Credit Suisse First Boston risk profile on a consolidated basis, approving risk management policies, recommending risk limits to the Credit Suisse First Boston Board of Directors and its Risk Committee and for establishing and allocating risk limits within Credit Suisse First Boston.
-
CSFB Operational Risk Review Committee: Responsible for reviewing and addressing operational risk issues at Credit Suisse First Boston.
-
Winterthur Risk Management Committee: Responsible for supervising and directing the Winterthur risk profile on a consolidated basis and approving risk management policies.
-
Winterthur Investment Committee: Responsible for defining the Winterthur investment strategy in light of Winterthur’s overall risk profile.
-
CSFS Asset and Liability Management Committee: Responsible for supervising the development of the Credit Suisse Financial Services banking segments’ balance sheets.
Risk categories
The Group is exposed to many risks and differentiates among them using the following eight major risk categories:
-
Market risk – the risk of loss arising from adverse changes in interest rates, foreign currency exchange rates, equity prices and other relevant market rates and prices, such as commodity prices and volatilities;
-
Credit risk – the risk of loss arising from adverse changes in the creditworthiness of counterparties;
-
Insurance risk – the risk that product pricing and reserves do not appropriately cover claims expectations;
-
Business risk – the risk that the businesses are not able to cover their ongoing expenses with ongoing income subsequent to a severe crisis, excluding expense and income items already captured by the other risk categories;
-
Liquidity and funding risk – the risk that the Group or one of its businesses is unable to fund assets or meet obligations at a reasonable or, in case of extreme market disruptions, at any price;
-
Operational risk – the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events;
-
Strategy risk – the risk that the business activities are not responsive to changes in industry trends; and
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Reputation risk – the risk that the Group’s market or service image declines.
While most segments are exposed to all risk types, their relative significance varies. The Group structure as a set of distinct operating segments is intended to enhance transparency and to focus management on the risks that are particularly important to their business. Group-wide risk management and measurement approaches are applied where appropriate and meaningful.
Risk limits
Fundamental to risk management is the establishment and maintenance of a sound system of risk limits to control the range of risks inherent in the business activities. The size of the limits reflect the Group’s risk appetite given the market environment, the business strategy and the financial resources available to absorb losses. Credit Suisse Group uses an Economic Risk Capital (ERC) limit structure to limit overall position risk taking. The level of risk incurred by the business units is further restricted by specific limits with respect to trading exposures, the mismatch of interest-earning assets and interest-bearing liabilities at the banking segments, private equity and seed money investments, emerging market country exposures, the asset allocation of Winterthur and the reinsurance coverage of Winterthur. Within the business units and segments, the risk limits are allocated to lower organizational levels, numerous other limits are established to control specific risks and a system of individual counterparty credit limits is used to limit concentration risks.
Economic Risk Capital
Introduction
Economic capital represents the emerging best practice for measuring and reporting all quantifiable risks. It is called “economic” capital because it measures risk in terms of economic realities rather than regulatory or accounting rules. Credit Suisse Group uses an economic capital model – called ERC – as a consistent and comprehensive risk management tool, which also forms an important element in the capital management and planning process and an element in the performance measurement process.
Representing the Group’s standard for assessing risk, ERC considerably strengthens the Group’s ability to manage its risk profile on a consolidated basis and to assess the aggregate risk appetite in relation to the financial resources. By providing a common language and terminology for risk across the Group, ERC has also increased risk transparency and knowledge sharing across the Group. As with other risk measures, the primary merit of ERC lies in its ability to provide meaningful signals regarding risk trends over time. In contrast, comparisons with other firms’ economic capital estimates are not meaningful, as there is substantial variation across institutions in terms of the definition of economic capital, model coverage, assumptions, underlying data series and implementation specifics.
Concept
The ERC model is designed to measure all quantifiable risks associated with the Group’s activities on a consistent and comprehensive basis. It is based on the following general definition: “Economic Risk Capital” is the economic capital needed to remain solvent and in business even under extreme market, business and operational conditions, given the institution’s target financial strength (i.e. a credit rating, in the Group’s case, of AA).
Depending on the underlying source of risk, Credit Suisse Group distinguishes among three fundamental risk categories:
-
Position risk ERC – the level of unexpected loss in economic value on the Group’s portfolio of positions over a one-year horizon that is exceeded with a given, small probability (1% for risk management purposes; 0.03% for capital management purposes).
-
Operational risk ERC – the level of loss resulting from inadequate or failed internal processes, people and systems or from external events over a one-year horizon that is exceeded with a small probability (0.03%);
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Business risk ERC – the difference between expenses and revenues in a severe market event, exclusive of the elements captured by position risk ERC and operational risk ERC.
Position risk ERC: This includes all risks associated with the Group’s positions, regardless of whether they translate into balance sheet exposures. The term position risk is not confined to the positions typically held by banks, but also includes the risks associated with the investment portfolios of the Winterthur entities as well as the insurance underwriting risks incurred by the Winterthur entities. In order to represent a comprehensive risk measure, ERC aims to reflect the underlying sources of risk in an integrated way. ERC therefore not only treats all financial positions on a consistent economic basis, ignoring potential differences along other dimensions (e.g. in terms of their accounting treatment), but it also does not distinguish between market and credit risks in the conventional way. Instead, the associated risks are treated on an integrated basis according to the underlying source of risk. For example, while the foreign exchange risk associated with a rouble foreign exchange position is typically treated as a market risk, it is considered an emerging market country risk in the ERC model, because the underlying source of risk is from an emerging market country. Hence, ERC reflects the Group’s risk universe in a way that allows for an integrated measure based on the underlying source of risk, while maintaining sufficient granularity to take account of the different modeling approaches needed to capture the subtleties of the different businesses or risks.
While position risks constitute the most direct and significant source of risk for the Group, ERC also takes account of more indirect risks to the Group’s financial resources. Although these indirect risks may not easily lend themselves to quantification (operational risk) or give rise to challenging conceptual issues (business risk), they can have a substantial impact on the Group and therefore must be identified, addressed and reflected in the assessment of the Group’s solvency.
Operational risk ERC: While capital charges – either external or internal – do not represent an effective substitute for adequate management processes, the ability to absorb operational risk-related losses is reflected in the ERC framework. Due to the limitations of existing modeling techniques for operational risk (especially with respect to “low frequency – high impact” operational risk events that are relevant from a capital and risk perspective), ERC estimates for operational risk are primarily intended to integrate these risks into the overall capital process and to provide an adequate capital reserve for them.
During 2003, several enhancements were made to the Group’s scenario-based operational risk ERC methodology, increasing the transparency and robustness of the capital estimates. In addition, the enhancements aligned the methodology with the anticipated requirements of Basel II’s Advanced Measurement Approach (AMA). The enhancements include the integration of internal and external loss data, the business environment and internal control factors in the assessment of the risk scenarios, as well as the use of a more granular set of scenarios, increasing the comprehensiveness of the analysis. The quantitative approach is complemented by reviews performed by line specialists and senior management to reflect the context-specific nature of operational risk and to ensure the integration of qualitative aspects deriving from business experience.
Business risk ERC: An economic capital model should take account of the fact that financial organizations do not simply represent warehouses of financial assets but also act as originators and distributors of financial services. Origination, asset management and advisory services have become important sources of firm-wide income as well as firm-wide risks. Although there is widespread recognition that the risk and return characteristics of non-warehouse businesses have profound implications on the need for economic capital and the capacity to bear risks, no industry consensus has emerged as to how exactly to alter the asset-based economic capital calculations (e.g. based on Value-at-Risk type calculations) to reflect the non-warehouse businesses. Given the lack of consensus regarding the economic capital needs to cover business risk, Credit Suisse Group has adopted a pragmatic approach. Specifically, the Group’s business risk ERC estimates are designed to measure the potential difference between expenses and revenues in a severe market event, excluding the elements captured by position risk ERC and operational risk ERC, using conservative assumptions regarding the earnings capacity and the ability to reduce the cost base in a crisis situation.
Applications
ERC represents Credit Suisse Group’s core top level risk management tool. ERC is used to assess, monitor, report and limit risk exposures at all levels of the organization. The Board of Directors and senior management at the Group and the business units are regularly provided with ERC estimates, ERC trend information and supporting explanations to create transparency on key risk exposures and to support senior management in managing risk.
ERC is also being used in the capital allocation process, which defines the capital requirement as the higher of Total ERC or “respectability capital”, which is the minimum capital base a business needs in order to be accepted as a reliable business partner or as defined by peer consideration. Moreover, ERC serves as a reference point for the structured assessment of the Group’s aggregate risk appetite in relation to its financial resources, recognizing that a comprehensive analysis must also take into account factors that are outside the scope of the ERC framework (e.g. strategy, economic and competitive environment and external constraints such as those imposed by regulators or rating agencies). Furthermore, ERC forms the base for a performance metric that provides information on the return of a business in relation to the total amount of ERC needed to support that business.
Key position risk trends 2003
Continuing the trend observed in 2001 and 2002, consolidated 1-year, 99% position risk ERC in 2003 was down 17% year-on-year. The key movements in the major risk categories in 2003 were as follows:
-
Interest rate, credit spread and foreign exchange ERC: +3%, due to higher credit spread risk at Credit Suisse First Boston and higher foreign exchange risk at the Winterthur entities;
-
Equity investment ERC: –32%, due to a significant reduction in Winterthur’s equity risk as well as lower positions in Swiss franc terms at Credit Suisse First Boston due the impact of the lower US dollar rate used to translate Credit Suisse First Boston’s US dollar ERC into Swiss francs;
-
Swiss and retail lending ERC: –13%, due to the reduction in impaired loans at Corporate & Retail Banking and lower mortgage exposures at the Winterthur entities;
-
International lending ERC: –31%, due to substantial exposure reductions at Credit Suisse First Boston as well as due to the impact of the lower US dollar rate used to translate Credit Suisse First Boston’s US dollar ERC into Swiss francs, partially offset by an increase in the risk associated with Winterthur’s bond portfolio;
-
Emerging markets ERC: –11%, mainly due to the impact of the lower US dollar rate used to translate Credit Suisse First Boston’s US dollar ERC into Swiss francs;
-
Real estate & structured asset ERC: –20%, due to a reduction in Credit Suisse First Boston’s commercial real estate exposure as a result of securitizations and loan sales as well as lower real estate exposures at Winterthur, partially offset by an increase in Credit Suisse First Boston’s exposure to residential mortgages; and
-
Insurance underwriting ERC: –31%, primarily due to divestitures of the Republic operations, Churchill and Winterthur Italy.
The table below sets forth the Group’s risk profile, using ERC as the common risk denominator.
| | Credit Suisse Financial Services | | | Credit Suisse First Boston 1) | | | Credit Suisse Group 2) | | |
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in CHF m | | 31.12.03 | | 31.12.02 | | 31.12.01 | | 31.12.03 | | 31.12.02 | | 31.12.01 | | 31.12.03 | | 31.12.02 | | 31.12.01 | |
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Interest Rate, Credit Spread & FX ERC | | 2,768 | | 2,829 | | 4,218 | | 1,262 | | 1,156 | | 2,384 | | 3,222 | | 3,125 | | 4,082 | |
Equity Investment ERC | | 1,223 | | 1,640 | | 6,265 | | 1,938 | | 2,132 | | 3,301 | | 2,631 | | 3,882 | | 10,998 | |
Swiss & Retail Lending ERC | | 1,831 | | 2,097 | | 2,310 | | 0 | | 0 | | 0 | | 1,831 | | 2,097 | | 2,310 | |
International Lending ERC | | 468 | | 373 | | 319 | | 2,194 | | 3,484 | | 3,692 | | 2,662 | | 3,857 | | 4,011 | |
Emerging Markets ERC | | 214 | | 229 | | 254 | | 1,485 | | 1,672 | | 2,341 | | 1,699 | | 1,900 | | 2,595 | |
Real Estate & Structured Asset ERC 3) | | 2,005 | | 2,245 | | 2,255 | | 1,499 | | 2,099 | | 2,318 | | 3,445 | | 4,296 | | 4,516 | |
Insurance Underwriting ERC | | 650 | | 944 | | 753 | | 0 | | 0 | | 0 | | 650 | | 944 | | 753 | |
| | | | | | | | | | | | | | | | | | | |
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Simple sum across risk categories | | 9,159 | | 10,357 | | 16,374 | | 8,378 | | 10,543 | | 14,036 | | 16,140 | | 20,101 | | 29,265 | |
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Diversification benefit | | (3,942) | | (4,757) | | (7,883) | | (2,083) | | (2,492) | | (3,632) | | (5,405) | | (7,086) | | (11,519) | |
| | | | | | | | | | | | | | | | | | | |
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Total position risk ERC | | 5,217 | | 5,600 | | 8,491 | | 6,295 | | 8,051 | | 10,404 | | 10,735 | | 13,015 | | 17,746 | |
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1-year, 99% position risk ERC, excluding foreign exchange translation risk. For an assessment of the total risk profile, operational risk ERC and business risk ERC need to be considered as well. Note that prior periods data have been restated for methodology changes in order to maintain consistency over time. |
1) Note that Credit Suisse First Boston is managed using the USD as its base currency. Reported numbers have been translated into CHF using the respective year-end currency translation rates. The 1-year, 99% position risk ERC numbers for Credit Suisse First Boston expressed in USD are as follows: USD 5,957 m (31.12.01), USD 5,791 m (31.12.02), USD 5,094 m (31.12.03). |
2) Credit Suisse Group amounts include the Corporate Center, but are net of diversification benefits between Credit Suisse Financial Services, Credit Suisse First Boston and the Corporate Center (numbers therefore do not add up). |
3) This category comprises the real estate investments of Winterthur, Credit Suisse First Boston’s commercial and residential real estate exposures, Credit Suisse First Boston’s asset-backed securities exposures, Credit Suisse Financial Services' real estate acquired at auction and the Credit Suisse Financial Services, Credit Suisse First Boston and Corporate Center real estate for own use in Switzerland. |
Market risk
Overview
Market risk is the risk of loss arising from adverse changes in interest rates, foreign currency exchange rates, equity prices and other relevant market rates and prices, such as commodity prices and volatilities. The Group defines its market risk as potential changes in fair values of financial instruments in response to market movements. A typical transaction may be exposed to a number of different market risks.
Credit Suisse Group assumes market risk primarily through trading activities in the Institutional Securities segment of Credit Suisse First Boston and the risk exposures embedded in the insurance segments’ balance sheets (investment portfolio and interest rate risk associated with the insurance liabilities). Further market risks arise, but to a much lesser extent, in the other businesses.
Trading and non-trading portfolios are managed at the business unit, segment and division level. The business units, segments and divisions use market risk measurement and management methods designed to meet or exceed industry standards. The risk management techniques and policies are regularly reviewed to ensure that the risks taken are captured and appropriately managed. The core tools used to measure, monitor and limit market risks are the following:
-
The Value-at-Risk (VaR) method estimates the potential economic loss arising from a given portfolio for a predetermined probability and holding period, using market movements determined from historical data. The VaR methodology is most useful for day-to-day risk monitoring in the context of “normal” markets.
-
Scenario analysis estimates the potential economic loss after stressing market parameters. These changes are modeled on past extreme events and hypothetical scenarios. Scenario analysis is especially useful for assessing sensitivity to large price movements and for examining risk in cases where market conditions are disrupted.
-
All market risk exposures are also reflected in the Group’s ERC calculations.
The VaR and scenario analysis techniques are described in more detail at the end of this section under the heading “How Credit Suisse Group measures market risk”; the ERC methodology is described in the section entitled “Economic Risk Capital”.
In order to show the aggregate market risk inherent in the Group’s businesses, the market risk exposure estimates are presented on both a business unit and a Group consolidated level, using VaR and taking into account diversification benefits across the businesses. The VaR estimates also take account of the impact of derivatives and other risk modification strategies, which the segments use to modify their exposure to market risks. The derivative instruments used in such hedging or trading activities primarily include forwards, options, futures, swaps and combinations of these instruments.
Our consolidated primary market risk exposures in the trading portfolios at December 31, 2003 were to the interest rate category, which includes exposures to government bonds, interest rate swaps and other interest rate sensitive exposures in the trading portfolios such as exposures to credit spreads. Our consolidated primary market risk exposures in the non-trading portfolios at December 31, 2003 were to the equity category, which includes the equity exposures of the insurance segments and other equity exposures in the non-trading portfolios of the banking and insurance segments such as private equity investments.
Trading portfolios
Risk measurement and management
The Group’s trading portfolios and the associated market risk exposures relate to the trading activities primarily at the Institutional Securities segment and also the Private Banking and Corporate & Retail Banking segments. The other segments do not engage in trading activities.
Credit Suisse First Boston is active in most of the principal trading markets of the world, using the majority of the common trading and hedging products, including derivatives such as swaps, futures, options and structured products (which are customized transactions using combinations of derivatives and executed to meet specific client or proprietary needs). As a result of its broad participation in products and markets, Credit Suisse First Boston’s trading strategies are correspondingly diverse and variable, and exposures are generally spread across a diversified range of risk factors and locations.
Credit Suisse Financial Services is active in the Swiss trading market and – to a lesser extent – in other principal trading markets. The trading portfolio includes a variety of trading instruments, such as bonds, swaps, options, structured products and products from the alternative investment segment. Market risk is principally concentrated in equity exposures associated with inventory positions in structured investment products, for which Credit Suisse Financial Services acts as secondary market maker.
The segments with trading book activity perform daily Value-at-Risk (VaR) calculations to assess their market risk exposure. The calculations are usually based on a ten-day holding period with a 99% confidence level and risk movements that are generally determined from two years of historical data. For some purposes, such as backtesting, disclosure and benchmarking with competitors, the resulting VaR figures are scaled down or calculated as one-day holding period values.
The segments with trading portfolios use backtesting to assess the accuracy of the VaR model. Daily backtesting profit and loss is compared to VaR with a one-day holding period. Backtesting profit and loss is a subset of actual trading revenue and includes only the profit and loss effects relevant to the VaR model, excluding such items as fees, commissions, certain provisions and any trading subsequent to the previous night’s positions. It is appropriate to compare this measure with VaR for backtesting purposes, since VaR assesses only the potential change in position value due to overnight movements in financial market variables such as prices, interest rates and volatilities. Backtesting is performed at various organizational levels, from the segment level down to more specific trading areas. On average, an accurate one-day, 99% VaR model should have no more than four backtesting exceptions per year. A backtesting exception occurs when the daily loss exceeds the daily VaR estimate.
Development of trading portfolio risks
The table below shows the trading-related market risk exposure for Credit Suisse First Boston, Credit Suisse Financial Services and Credit Suisse Group on a consolidated basis, as measured by scaled one-day, 99% VaR. Numbers are shown in Swiss francs, which is the base currency for the VaR calculations for two of the three segments using VaR. Credit Suisse First Boston measures trading book VaR using the US dollar as the base currency (the respective VaR figures were translated into Swiss francs using the respective month-end currency translation rates). VaR estimates are computed separately for each risk type and for the whole portfolio using the historical simulation methodology. Diversification benefit reflects the net difference between the sum of the 99th percentile loss for each individual risk type and for the total portfolio.
| | 2003 | | | |
|
|
|
|
|
|
|
|
|
|
|
|
in CHF m | | Minimum | | Maximum | | Average | | 31.12.03 | | 31.12.02 | |
| | | | | | | | | | | |
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| | | | | | | | | | | |
Credit Suisse Financial Services | | | | | | | | | | | |
Interest rate | | 1.1 | | 7.9 | | 3.2 | | 4.7 | | 2.6 | |
Foreign exchange rate | | 1.2 | | 5.7 | | 2.5 | | 2.0 | | 2.6 | |
Equity | | 8.7 | | 20.0 | | 12.9 | | 12.7 | | 9.4 | |
Commodity | | 0.1 | | 1.5 | | 0.3 | | 0.5 | | 0.1 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Subtotal | | 11.1 | | 35.1 | | 18.9 | | 19.9 | | 14.7 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Diversification benefit | | – | 1) | – | 1) | (4.5) | | (6.4) | | (3.4) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total | | 10.1 | | 20.8 | | 14.4 | | 13.5 | | 11.3 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Credit Suisse First Boston 2) | | | | | | | | | | | |
Interest rate | | 31.0 | | 167.0 | | 67.6 | | 58.2 | | 67.2 | |
Foreign exchange rate | | 7.2 | | 28.3 | | 15.0 | | 15.9 | | 15.0 | |
Equity | | 16.7 | | 52.0 | | 26.4 | | 23.6 | | 14.0 | |
Commodity | | 0.3 | | 3.5 | | 0.9 | | 0.9 | | 1.4 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Subtotal | | 55.2 | | 250.8 | | 109.9 | | 98.6 | | 97.6 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Diversification benefit | | – | 1) | – | 1) | (41.0) | | (40.3) | | (40.2) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total | | 35.1 | | 157.5 | | 68.9 | | 58.3 | | 57.4 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Credit Suisse Group 3) | | | | | | | | | | | |
Interest rate | | 36.9 | | 119.5 | | 64.7 | | 58.9 | | 66.9 | |
Foreign exchange rate | | 10.9 | | 24.3 | | 15.6 | | 16.8 | | 14.5 | |
Equity | | 17.2 | | 47.3 | | 27.3 | | 24.9 | | 15.6 | |
Commodity | | 0.6 | | 1.7 | | 1.0 | | 0.8 | | 1.4 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Subtotal | | 65.6 | | 192.8 | | 108.6 | | 101.4 | | 98.4 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Diversification benefit | | – | 1) | – | 1) | (44.4) | | (45.3) | | (40.8) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total | | 45.5 | | 99.9 | | 64.2 | | 56.1 | | 57.6 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Represents 10-day VaR scaled to a 1-day holding period. |
1) As the minimum and maximum occur on different days for different risk types, it is not meaningful to calculate a portfolio diversification benefit. |
2) The Credit Suisse First Boston VaR is calculated using the USD as the base currency. For the purpose of this disclosure, the Credit Suisse First Boston VaR estimates are translated into CHF using the respective currency translation rates. Specifically, the average, maximum and minimum daily VaR estimates in CHF are calculated using the respective month-end currency translation rate; the year-end VaR is calculated using the year-end currency translation rate. The underlying data for 2003 consists of month-end values (until March 31, 2003) and daily values (from April 1, 2003). This means that any fluctuations during the first three months of 2003, however material, will not be included in the figures above. |
3) Trading portfolios are managed at the business unit, segment and division level. The consolidated VaR estimates for Credit Suisse Group are performed on a monthly basis only and the VaR statistics for Credit Suisse Group therefore refer to monthly numbers. The consolidated VaR estimates for Credit Suisse Group are net of diversification benefits between Credit Suisse First Boston and Credit Suisse Financial Services (numbers therefore do not add up). |
Credit
Suisse First Boston’s one-day, 99% VaR at December 31, 2003 was CHF 58.3 million, compared to CHF 57.4 million at December 31, 2002. In US dollar terms, Credit Suisse First Boston’s
one-day, 99% VaR increased 16% during the year 2003 (USD 47.2 million at December
31, 2003 versus USD 41.3 million at December 31, 2002). The increase in VaR
primarily reflects changing market opportunities in fixed income markets, in
particular in the credit trading and leveraged finance segments, as well as
increased position taking in equity markets. Those factors were partially offset
by both the impact of the introduction of a refined methodology for mortgages
in the third quarter of 2003, which led to a reduction in reported VaR, and
a reduction in the market volatility observed over the last two years in the
fourth quarter of 2003, as volatile third quarter 2001 data fell out of the
rolling two-year data set used to determine VaR. The average VaR for Credit
Suisse First Boston increased from USD 43.9 million in 2002 to USD 51.5 million
in 2003. During 2003, interest rate exposures were substantially higher in
the first half of the year than in the second half, with the decrease in the
second half of the year reflecting more conservative risk positioning in light
of increased US interest rate volatility as well as the methodology and market
volatility changes mentioned above.
Credit
Suisse Financial Services’one-day, 99% VaR at December 31, 2003 was CHF
13.5 million, compared to CHF 11.3 million at December 31, 2002. The average
one-day, 99% VaR in 2003 was CHF 14.4 million, compared to CHF 26.2 million
in 2002. The decrease in the average VaR was predominantly due to the introduction
of a refined methodology to calculate VaR for inventory positions in structured
investment products, which better reflects the risk characteristics of those
positions by splitting each product into components of the relevant asset class
such as equity and fixed income. The amount of inventory positions in structured
investment products decreased by 10% in 2003.
VaR results and distribution of trading revenues
Credit
Suisse First Boston had no backtesting exceptions in 2003, as evidenced
in the graph below. The graph illustrates the relationship between
daily backtesting profit and loss, which includes only the effects
of the previous night’s positions, and the daily one-day, 99%
VaR for Credit Suisse First Boston in 2003. As noted above, it is appropriate
to compare this measure with VaR for backtesting purposes.
The
following histogram compares the trading revenues for 2003 with those
for 2002. The trading revenue shown in this graph is the actual daily
trading revenue, which includes not only backtesting profit and loss
but also such items as fees, commissions, certain provisions and the
profit and loss effects associated with any trading subsequent to the
previous night’s positions.
|
2003 vs 2002
DISTRIBUTION OF CREDIT SUISSE FIRST BOSTON'S DAILY TRADING REVENUE
(unaudited) |
Non-trading portfolios
Risk measurement and management
The
Group’s non-trading portfolios and the associated market risk exposures cover a wide range of positions, including the banking segments’banking
book positions, such as asset and liability mismatch exposures, equity
instrument participations and investments in bonds and money market
instruments, as well as the investment portfolios of the Credit Suisse
Financial Services insurance segments. All segments and the Corporate
Center have non-trading portfolios that carry market risks. The market
risks associated with the non-trading portfolios are measured, monitored
and limited using several tools, including ERC, scenario analysis,
sensitivity analysis and VaR. For the purpose of this disclosure, the
aggregated market risks associated with the non-trading portfolios
of Credit Suisse Group are measured using VaR, taking into account
the impact of derivatives and other risk modification strategies. VaR
for the non-trading activities measures the amount of potential change
in economic value; it is not a measure for the potential impact on
reported earnings, since the non-trading activities generally are not
marked to market through earnings. Real estate investments and foreign
exchange translation risks are not included in the following analysis.
Development of non-trading portfolio risks
The table below shows the non-trading related market risk exposure for Credit Suisse First Boston, Credit Suisse Financial Services and Credit Suisse Group on a consolidated basis, as measured by scaled one-day, 99% VaR. Numbers are shown in Swiss francs. Credit Suisse First Boston measures the risk associated with its non-trading portfolios using the US dollar as the base currency (the respective VaR figures were translated into CHF using the respective month-end currency translation rates). VaR estimates are computed separately for each risk type and for the whole portfolio using the historical simulation methodology. Diversification benefit reflects the net difference between the sum of the 99th percentile loss for each individual risk type and for the total portfolio.
|
|
2003 | | | |
|
|
|
|
|
|
|
|
|
|
|
|
in CHF m | | Minimum | | Maximum | | Average | | 31.12.03 | | 31.12.02 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Credit Suisse Financial Services | | | | | | | | | | | |
Interest rate | | 123.8 | | 223.0 | | 167.4 | | 123.8 | | 188.2 | |
Foreign exchange rate | | 85.8 | | 189.3 | | 123.9 | | 100.5 | | 59.5 | |
Equity | | 121.5 | | 218.0 | | 170.0 | | 121.5 | | 218.6 | |
Commodity | | 0.0 | | 0.3 | | 0.1 | | 0.0 | | 0.2 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Subtotal | | 331.1 | | 630.6 | | 461.4 | | 345.8 | | 466.5 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Diversification benefit | | – | 2) | – | 2) | (156.1) | | (81.2) | | (212.1) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total | | 264.6 | | 405.1 | | 305.3 | | 264.6 | | 254.4 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Credit Suisse First Boston 2) | | | | | | | | | | | |
Interest rate | | 22.4 | | 54.7 | | 30.2 | | 24.3 | | 25.0 | |
Foreign exchange rate | | 3.5 | | 7.0 | | 5.3 | | 5.6 | | 4.5 | |
Equity | | 74.9 | | 117.8 | | 100.9 | | 74.9 | | 126.5 | |
Commodity | | 0.0 | | 1.1 | | 0.4 | | 0.7 | | 0.2 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Subtotal | | 100.8 | | 180.6 | | 136.8 | | 105.5 | | 156.2 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Diversification benefit | | – | 2) | – | 2) | (32.3) | | (31.4) | | (33.0) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total | | 74.1 | | 118.0 | | 104.5 | | 74.1 | | 123.2 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Credit Suisse Group 3) | | | | | | | | | | | |
Interest rate | | 124.7 | | 218.2 | | 173.9 | | 124.7 | | 187.6 | |
Foreign exchange rate | | 92.7 | | 206.8 | | 138.0 | | 109.3 | | 72.8 | |
Equity | | 210.1 | | 341.0 | | 287.4 | | 210.1 | | 369.6 | |
Commodity | | 0.0 | | 0.8 | | 0.3 | | 0.7 | | 0.1 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Subtotal | | 427.5 | | 766.8 | | 599.6 | | 444.8 | | 630.1 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Diversification benefit | | – | 2) | – | 2) | (179.0) | | (111.6) | | (222.4) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total | | 333.2 | | 560.8 | | 420.6 | | 333.2 | | 407.7 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Represents 10-day VaR scaled to a 1-day holding period. The VaR statistics refer to monthly numbers. |
1) As the minimum and maximum occur on different days for different risk types, it is not meaningful to calculate a portfolio diversification benefit. |
2) The Credit Suisse First Boston VaR is calculated using the USD as the base currency. For the purpose of this disclosure, the Credit Suisse First Boston VaR estimates are translated into CHF using the respective currency translation rates. Specifically, the average, maximum and minimum VaR estimates in CHF are calculated using the respective month-end currency translation rate; the year-end VaR is calculated using the currency translation rate at year-end. |
3) The consolidated VaR estimates for Credit Suisse Group are inclusive of the Corporate Center (not shown separately), but net of diversification benefits between Credit Suisse First Boston, Credit Suisse Financial Services and the Corporate Center (numbers therefore do not add up). |
For Credit Suisse First Boston, the primary market risk exposure in the non-trading portfolios at December 31, 2003 was to equity prices, principally due to investments in private equity funds. With respect to foreign exchange risks, Credit Suisse First Boston’s policy is to take neutral positions in foreign exchange exposures (except for exposure to Swiss francs). This means that, to the extent practical and possible, hedging instruments and other measures are used to eliminate the market risk resulting from changes in foreign exchange rates in non-trading portfolios. A similar approach is applied to the interest rate exposures associated with Credit Suisse First Boston’s long-term debt. Swaps, forward rate agreements and options are used as hedging instruments.
For Credit Suisse Financial Services, the primary market risk exposures in the non-trading portfolios at December 31, 2003 were to interest rates, foreign exchange rates and equity prices. The market risk exposures in the non-trading portfolios primarily reflect the market risks incurred by the insurance segments. The insurance segments’ market risk exposures cover both the investment portfolio and the insurance liabilities, which are reflected in the risk calculations on a fair value basis. The risk reduction to shareholders’ exposures provided by participating life contracts is reflected in this disclosure. For participating contracts, the policyholder shares in the earnings or surplus of the insurance company through the distribution of policyholder dividends. Therefore, policyholders and Life & Pensions shareholders share risk and reward. Additional market risks arise, but to a much lesser extent, in the banking segments of Credit Suisse Financial Services. For these segments, the primary market risk exposure in the non-trading portfolios was to interest rates. The interest rate risk exposures in the non-trading portfolios include the impact of non-maturing banking products with variable interest rates such as variable rate mortgages and savings deposits. The interest rate sensitivity of non-maturing banking products with variable interest rates is estimated using the methodology of replicating portfolios. Based on the past behavior of interest rates and associated product balances, the methodology assigns the position balance associated with a non-maturing banking product transaction with a variable interest rate to several time bands. These schedules can then be used to calculate the transaction’s interest rate sensitivity.
For the Corporate Center, the primary market risk exposure in the non-trading portfolios at December 31, 2003 was to equity prices, principally due to investments in private equity funds. Other market risk exposures at December 31, 2003 related to foreign exchange rates and interest rates.
Reported non-trading VaR at December 31, 2003 was at the low end of the range observed during 2003 for the two business units as well as for Credit Suisse Group on a consolidated basis. The decreases in non-trading VaR towards year-end reflect a reduction in the market volatility observed over the last two years in the fourth quarter of 2003, as volatile third quarter 2001 data fell out of the rolling two-year data set used to determine VaR, as well as reductions in the risk profiles of Winterthur and Credit Suisse First Boston in the second half of 2003.
Credit risk for the banking businesses
Definition of credit risk
Credit risk is the possibility of loss incurred as a result of a borrower or counterparty failing to meet its financial obligations. In the event of a default, a bank generally incurs a loss equal to the amount owed by the debtor, less any recovery amount resulting from foreclosure, liquidation of collateral or the restructuring of the debtor company.
The majority of Credit Suisse Group’s credit risk is concentrated at Corporate & Retail Banking (within Credit Suisse Financial Services) and Institutional Securities (within Credit Suisse First Boston). The credit risks taken on by Private Banking are mostly collateralized and primarily have an operational risk nature. Credit risk exists within lending products, commitments and letters of credit, and results from counterparty exposure arising from derivative, foreign exchange and other transactions.
Credit risk management approach
Effective credit risk management is a structured process to assess, quantify, price, monitor and manage risk on a consistent basis. This requires a careful consideration of proposed extensions of credit, the setting of specific limits, diligent ongoing monitoring during the life of the exposure, active use of credit mitigation tools and a disciplined approach to recognizing credit impairment. All of these elements are integral parts of the Group’s approach.
This credit risk management framework is regularly refined and covers all banking businesses that are exposed to credit risk. The framework is designed to cover virtually all of the credit exposures in the banking business. The framework comprises seven core components:
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An individual counterparty and country rating system;
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A transaction rating system;
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A counterparty credit limit system;
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Country and regional concentration limits;
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A risk-based pricing methodology;
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Active credit portfolio management; and
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A credit risk provisioning methodology.
The Group evaluates credit risk through a credit request and approval process, ongoing credit and counterparty monitoring and a credit quality review process. Experienced credit officers prepare credit requests and assign internal ratings based on their analysis and evaluation of the clients’ creditworthiness and the type of credit transaction. Credit Suisse Group has established a counterparty credit risk classification system with which counterparties are rated and classified on a regular basis. This system affords consistency in (i) statistical and other credit risk analysis; (ii) credit risk monitoring; (iii) risk-adjusted performance measurement; and (iv) economic risk capital usage/allocation. It is also used for certain financial accounting purposes.
Each counterparty that generates a potential or actual credit risk exposure is assigned to a risk rating class. Additionally, the Group assigns an estimate of the expected loss on a transaction in the event of a counterparty default, based on the transaction structure. The counterparty credit rating is used in combination with credit (or credit equivalent) exposure and the loss given default assumption to estimate the potential credit loss. These inputs allow the Group to price transactions involving credit risk more accurately, based on risk/return estimates. Pricing and the terms of the credit extension are sensitive to many of the credit risk factors described in this section, and are intended to reflect more accurately the situation of the borrower as well as the Group’s interests and priorities in negotiating the credit.
Credit committees and senior credit managers make credit decisions on a transaction-by-transaction basis, determined by levels appropriate to the amount and complexity of the transactions, as well as based on the overall exposures to counterparties and their related entities. These approval authority levels are set out within the governing principles of the legal entities.
A system of individual credit limits is used to manage individual counterparty credit risk. Certain other limits are also established to address concentration issues in the portfolio, including a comprehensive set of country and regional limits and limits for certain products. Credit exposures to individual counterparties or segments and adherence to the related limits are monitored by credit officers, industry analysts and other relevant specialists. In addition, credit risk is regularly supervised by credit and risk management committees taking current market conditions and trends analysis into consideration. Credit Suisse Group regularly analyzes its industry diversification and concentration in selected segments.
A rigorous credit quality review process has been established to provide an early identification of possible changes in the creditworthiness of clients and includes regular asset and collateral quality reviews, business and financial statement analysis and relevant economic and industry studies. Other key factors considered in the review process include business and economic conditions, historical experience, regulatory requirements and concentrations of credit volume by industry, country, product and counterparty rating. Regularly updated watch-lists and review meetings are used for the identification of counterparties where adverse changes in creditworthiness could occur due to events such as announced mergers, earnings weakness, and lawsuits. In addition, credit protection, such as credit derivatives, is used in particular to mitigate some exposures with multinational companies.
The review process culminates in a quarterly determination of the appropriateness of allowances for credit losses. A systematic provisioning methodology is used to identify potential credit risk related losses. Impaired transactions are classified as potential problem exposure, non-performing exposure, or non-interest earning exposure and the exposures are generally managed within credit recovery units. The risk management and credit committees of the segments and the Group determine the adequacy of allowances, taking into consideration whether the levels are sufficient for credit losses and whether allowances can be released or if they should be increased.
Loans
The following table sets forth the gross loan exposure of Credit Suisse Financial Services, Credit Suisse First Boston and Credit Suisse Group consolidated:
| | Credit Suisse | | Credit Suisse | | Credit Suisse | |
December 31, 2003, in CHF m | | Financial Services | | First Boston | | Group | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Consumer loans: | | | | | | | |
Mortgages | | 68,083 | | 0 | | 68,083 | |
Loans collateralized by securities | | 14,379 | | 0 | | 14,379 | |
Other | | 2,339 | | 1,172 | | 3,511 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Consumer loans | | 84,801 | | 1,172 | | 85,973 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Corporate loans: | | | | | | | |
Real estate | | 30,174 | | 188 | | 30,362 | |
Commercial & industrial loans | | 34,097 | | 13,859 | | 47,956 | |
Loans to financial institutions | | 8,374 | | 4,473 | | 12,847 | |
Governments and public institutions | | 3,429 | | 1,152 | | 4,581 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Corporate loans | | 76,074 | | 19,672 | | 95,746 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Loans, gross | | 160,875 | | 20,844 | | 181,719 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
(Unearned income)/deferred expenses, net | | 131 | | (25) | | 106 | |
Allowance for loan losses | | (3,263) | | (1,383) | | (4,646) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total loans, net | | 157,743 | | 19,436 | | 177,179 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
This disclosure presents the lending exposure of the Group from a risk management perspective. This presentation differs from other disclosures in this document. |
Non-performing loans
A loan is considered impaired when the Group believes it will be unable to collect all principal and/or interest in accordance with the contractual terms of the loan agreement. A loan is automatically classified as non-performing when the contractual payments of principal and/or interest are in arrears for 90 days. A loan can also be classified as non-performing if the contractual payments of principal and/or interest are less than 90 days past due, based on the judgment of the respective credit officer. Credit Suisse Group continues to accrue interest for collection purposes; however, a corresponding provision against the accrual is booked through the income statement. In addition, for any accrued but unpaid interest at the date the loan is placed on non-performing status, a corresponding provision is booked against the accrual through the income statement. At the time a loan is placed on non-performing status and on a periodic basis going forward, the remaining principal is evaluated for collectibility and an allowance is established for the shortfall between the net recoverable amount and the remaining principal balance.
A loan can be further downgraded to non-interest earning when the collection of interest is in such a doubtful state that further accrual of interest is deemed inappropriate. At that time and on a periodic basis going forward, any unreserved remaining principal balance is evaluated for collectibility and an additional provision is established as required. Write-off of a loan occurs when the Group is certain that there is no possibility to recover the principal. Write-offs also occur due to sales, settlements or restructurings of loans or when uncertainty as to the repayment of either principal or accrued interest exists.
Generally, a loan may be restored to performing status when all delinquent principal and interest payments become current in accordance with the terms of the loan agreement and certain performance criteria are met. Credit Suisse Group applies these policies worldwide.
Non-performing and total impaired loans declined substantially for Credit Suisse Group in 2003, with non-performing loans declining 45.4% as of December 31, 2003 in comparison with December 31, 2002, and total other impaired loans declining 35.4%. Notable reductions were reported at both Credit Suisse Financial Services and Credit Suisse First Boston and were attributable to the improved credit environment, settlements and the write-off of older highly reserved loans. Coverage of both non-performing loans and total impaired loans by valuation allowances increased across the Group.
Potential problem loans
At December 31, 2003 and 2002, the Group had potential problem loans amounting to CHF 2,178 million and CHF 3,524 million, respectively. These loans are considered potential problem loans because, although interest payments are being made, there exists some doubt in the credit officer’s judgment as to the timing and/or certainty of the repayment of contractual principal.
Credit Provisions
The Group maintains valuation allowances on loans that it considers adequate to absorb losses arising from the existing credit portfolio. Valuation allowances are deducted from total assets while provisions are included in total liabilities. Credit Suisse Group provides for credit losses based on a regular and detailed analysis of each counterparty taking collateral value into consideration. If uncertainty exists as to the repayment of either principal or interest, a valuation allowance is either provided or adjusted accordingly. Each business unit creates valuation allowances based on Group guidelines. Credit provisions are reviewed on a quarterly basis by senior management at both the segment and the Group level.
In determining the amount of the credit provisions, loans are assessed on a case-by-case basis, and the following factors are considered:
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The financial standing of a customer, including a realistic assessment – based on financial and business information – of the likelihood of repayment of the loan within an acceptable period of time considering the net present value of future cash flows;
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The extent of the Group’s other commitments to the same customer;
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The realizable fair value of any collateral for the loans;
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The costs associated with obtaining repayment and realization of any such collateral.
Judgment is exercised in determining the extent of the valuation allowance and is based on management’s evaluation of the risk in the portfolio, current economic conditions, recent loss experience, and credit and geographic concentration trends. Vulnerable sectors continue to be tracked and monitored closely, with active management leading to the requirement of collateral, the purchase of credit protection facilities and/or the tightening of credit terms or maturities where appropriate.
Loan valuation allowances and provisions for inherent credit losses
The inherent loss allowance is estimated for all loans not specifically identified as impaired, which on a portfolio basis, are considered to contain probable inherent loss. Inherent losses in the consumer portfolio are determined by applying a historical loss experience, adjusted to reflect current market conditions, to unimpaired homogenous pools based on risk rating and product type. Commercial loans are segregated by risk, industry or country rating in order to estimate the inherent losses. Inherent losses on loans and lending-related commitments are estimated based on historical loss and recovery experience and recorded in Valuation allowances and provisions. A provision for inherent loss for off-balance sheet lending related exposure (contingent liabilities and irrevocable commitments) is also computed, using a methodology similar to that used for the loan portfolio.
Summary of loan valuation allowance experience
Net additions to the loan valuation allowance in 2003 were CHF 615 million, a 75.4% reduction from the net additions reported for 2002. The level of net additions to loan valuation allowances was lower due to a significant reduction in new valuation allowances as a result of the improved credit environment as well as the release of valuation allowances no longer required.
In 2003, gross write-offs declined 9.7% for the Group. Gross write-offs increased at Credit Suisse First Boston due to the write-off of old, highly covered loans, but declined at Credit Suisse Financial Services.
The following table sets forth the Group’s loan portfolio by business unit and for the Group gross and net of allowances for loan losses as of December 31, 2003:
| | Credit Suisse Financial Services | | Credit Suisse First Boston | | Credit Suisse Group | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
December 31, 2003, in CHF m | | 2003 | | 2002 | | 2003 | | 2002 | | 2003 | | 2002 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Non-performing loans | | 1,981 | | 3,023 | | 996 | | 3,350 | | 2,977 | | 6,373 | |
Non-interest earning loans | | 1,523 | | 2,109 | | 246 | | 217 | | 1,769 | | 2,326 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total non-performing loans | | 3,504 | | 5,132 | | 1,242 | | 3,567 | | 4,746 | | 8,699 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Restructured loans | | 27 | | 54 | | 256 | | 229 | | 283 | | 283 | |
Potential problem loans | | 1,817 | | 1,839 | | 361 | | 1,685 | | 2,178 | | 3,524 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total other impaired loans | | 1,844 | | 1,893 | | 617 | | 1,914 | | 2,461 | | 3,807 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total impaired loans | | 5,348 | | 7,025 | | 1,859 | | 5,481 | | 7,207 | | 12,506 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Loans, gross | | 160,875 | | 150,005 | | 20,844 | | 38,040 | | 181,719 | | 188,045 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
(Unearned income)/deferred expenses, net | | 131 | | 185 | | (25) | | (6) | | 106 | | 179 | |
Allowance for loan losses | | (3,263) | | (4,159) | | (1,383) | | (3,268) | | (4,646) | | (7,427) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total loans, net | | 157,743 | | 146,031 | | 19,436 | | 34,766 | | 177,179 | | 180,797 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Valuation allowances as % of | | | | | | | | | | | | | |
Total
non-performing loans |
| 93.1% | | 81.0% | | 111.4% | | 91.6% | | 97.9% | | 85.4% | |
Total
impaired loans |
| 61.0% | | 59.2% | | 74.4% | | 59.6% | | 64.5% | | 59.4% | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
The following table sets forth the movements in the provisions for credit losses by business unit and for the Group:
| | Credit Suisse Financial Services | | Credit Suisse First Boston | | Credit Suisse Group | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
December 31, 2003, in CHF m | | 2003 | | 2002 | | 2003 | | 2002 | | 2003 | | 2002 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Balance January 1 | | 4,159 | | 5,779 | | 3,268 | | 3,569 | | 7,427 | | 9,348 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
New provisions | | 936 | | 1,105 | | 750 | | 2,089 | | 1,686 | | 3,194 | |
Releases of provisions | | (504) | | (438) | | (567) | | (252) | | (1,071) | | (690) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Net additions charged to income statement | | 432 | | 667 | | 183 | | 1,837 | | 615 | | 2,504 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Gross write-offs | | (1,383) | | (2,404) | | (1,950) | | (1,288) | | (3,333) | | (3,692) | |
Recoveries | | 31 | | 35 | | 17 | | 26 | | 48 | | 61 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Net write-offs | | (1,352) | | (2,369) | | (1,933) | | (1,262) | | (3,285) | | (3,631) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Allowances acquired | | 1 | | 4 | | 25 | | 0 | | 26 | | 4 | |
Provisions for interest | | 29 | | 108 | | 126 | | 79 | | 155 | | 187 | |
Foreign currency translation impact and other adjustments, net | | (6) | | (30) | | (286) | | (955) | | (292) | | (985) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Balance December 31 | | 3,263 | | 4,159 | | 1,383 | | 3,268 | | 4,646 | | 7,427 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Country risk
Country risk is the risk of a substantial, systemic loss of value in the financial assets in a country that may be caused by the inability or unwillingness of a sovereign to meet contractual obligations and/or the imposition of controls on capital flows. Given the international character of their activities, all segments are exposed to country risk, although the largest portion is held at Credit Suisse First Boston.
Country ratings and country limits are the two primary instruments used to manage country risk. Country ratings provide an assessment of the risk of sovereign default and identify approval authority levels. The independent Credit Risk Management department, or CRM, of Credit Suisse First Boston – in cooperation with the economic research department and the Group Chief Risk Officer – periodically updates these rating assessments. Country limits cap the exposure to individual countries. They are supplemented by regional limits, which restrict the maximum exposure to a specific region in order to limit the impact of contagion. Regional limits are lower than the numerical addition of all the country limits of the respective regions. The Board of Directors Risk Committee approves certain country, regional and global limits. Within Credit Suisse First Boston, the Credit Policy and Capital Allocation and Risk Management Committee periodically reviews these limits. The Risk Measurement and Management department and CRM provide independent supervision to ensure that the divisions operate within their limits.
Insurance risk
Introduction
Protecting Insurance and Life & Pensions from insurance risk accumulations, such as natural catastrophe exposure, is a core risk management activity performed within the insurance business. To understand the risk universe of an insurance company, the flow of business and the accompanying flow of risks are analyzed. Premiums earned by selling insurance policies are invested to cover claims occurring at a future date, sometimes many years later. Therefore, Insurance and Life & Pensions strive to:
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Manage and limit insurance risk, e.g. by using reinsurance contracts;
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Manage the financial market risks associated with the assets and liabilities (reserves); and
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Manage and control the risks associated with their respective assets and reinsurance contracts.
Asset accumulation by insurance companies results predominantly from premiums being paid earlier than claims are settled. The resulting time differences, which may exceed 50 years, have implications for risk management. First, funds have to be invested in assets in such a way that they generate cash flows in line with the anticipated cash outflows embedded in the liability structure. Second, product-specific characteristics, such as maturity, profit participating bonuses and inflation-dependent insurance claims, have to be treated appropriately.
Risk structure in the insurance business
The two Winterthur segments follow stringent guidelines for assuming insurance risk, the selection of risks and the sums insured. The insurance businesses face several risk types stemming from their insurance underwriting activities. Furthermore, Winterthur contractually agreed to, partially or fully, indemnify the purchasers of several divested businesses for specifically defined claims for a determined period of time. These seasoning processes may result in a post-completion balancing payment due to the purchasers.
Non-life
In non-life business, insurance risk relates to claims which may be more frequent or larger than forecast, and/or which may have to be paid earlier than expected. Premium levels are developed considering the expected frequency and amounts of claims resulting from insured risks. Since better diversified insurance portfolios tend to imply smaller differences between expected and actual claims, Insurance holds a diversified insurance portfolio in terms of both geographic and industry structure.
A well-diversified insurance portfolio with many business lines spread over many policyholders might, nevertheless, be vulnerable to natural hazards. In such circumstances, the portfolios, although well-diversified, can be exposed to a large accumulation of risk. If adequate reinsurance protection were not in place, substantial losses could be triggered by a single natural catastrophe. Insurance therefore uses reinsurance to limit the loss triggered by a single event, with reinsurance protection capped at a cover exit point. The cover exit point is the loss amount above which Winterthur becomes exposed again. In 2003, reinsurance policies in place limited the loss to CHF 100 million for a once in 100 years catastrophe event in Europe (CHF 50 million loss deductible plus an additional yearly aggregate deductible of CHF 50 million) and to USD 31 million for a once in 250 years catastrophe event in North America.
Life
In life insurance the basic insurance risk characteristics are similar to those in the non-life business. The insurance risk in the life business includes deviations from expected mortality, disability and longevity and expected surrender rates. Life insurance risk management consists of product profit testing and monitoring, product portfolio diversification and reinsurance.
Reinsurance
The two Winterthur segments require specific levels of reinsurance to protect their business and capital. Reinsurance protection covers all levels of the organization. A global reinsurance program protects Winterthur against catastrophe events and limits the potential for losses arising from large risks. This reinsurance includes a set of internal and external reinsurance contracts to absorb all risks that exceed a prudent risk retention level. Reinsurance protection follows the Winterthur organizational structure based on the principle that each organizational entity runs insurance risk in accordance with its portfolio and its capital base.
Business risk
Business risk is the risk that the Group’s non position-related revenues could fall short of ongoing expenses, which could occur in the event of a major market contraction. Business risk excludes the revenue and expense elements captured by the other risk categories.
The ability to cover the expense base after an adverse event is crucial for an orderly continuation of the Group’s activities – possibly on a reduced level – in the event of a financial crisis. While many economic capital models do not include this risk, Credit Suisse Group believes that it is prudent to consider this risk when assessing the Group’s capital needs.
Business risk is linked to the price and activity levels on the financial markets. The price level on the financial markets is relevant for the fee and commission income derived from the management of clients’ investment portfolios. The activity level on financial markets is the key driver for brokerage commissions, underwriting commissions and advisory fees. Business risk varies across the Group’s segments, depending on the cost/income ratio, the likely stability of the revenue stream and the ability to reduce expenses in a crisis.
Liquidity and funding risk
Liquidity and funding risk is the risk that the Group will not be able to fund assets or meet obligations at a reasonable or, in case of extreme market disruptions, at any price. This risk is managed at the business unit/legal entity level – in line with Credit Suisse Group’s general governance principles – which allows us to specifically tailor the approach to the individual cash flow structure within the business units. The Group works in close partnership with the business units to identify, measure and monitor this risk and to foster sound liquidity management practices across the Group.
Credit Suisse Group manages its funding requirements based on business needs, regulatory requirements, rating agency criteria, tax, capital, liquidity and other considerations. Although the Group operates through separate business units, liquidity needs must be satisfied on a Credit Suisse Group consolidated basis and, in the case of the banking units, on both a consolidated and legal entity basis. Winterthur legal entities must satisfy liquidity requirements under insurance laws. Accordingly, Credit Suisse Group – as obligor or guarantor for a range of finance subsidiaries in various jurisdictions – and Credit Suisse First Boston, Credit Suisse and Winterthur, at the legal entity level, have independent sources of funding. The primary responsibility for measuring and managing funding requirements lies with these legal entities and the respective business units.
Structures and processes are in place at the legal entity and business unit levels to manage the relevant liquidity risks and to ensure appropriate liquidity profiles under various stress scenarios. Liquidity management at the business unit level is reinforced by coordination at the Group level. Practices regarding market access, such as diversification of liabilities and investor relations, are reviewed at the Group level. In addition, the Group sets the framework for contingency planning, including procedures to ensure that information flow remains timely and uninterrupted and division of responsibility remains clear.
Operational risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. The Group’s primary aim is the early identification, prevention and mitigation of operational risks, as well as timely and meaningful management reporting. Both business units take responsibility for their own operational risks, and have dedicated central Operational Risk functions.
Regular group-wide meetings take place to promote a common understanding of priorities and to foster a dialog between the Corporate Center and the business units. Knowledge and experience are shared throughout the Group to maintain a coordinated approach.
During 2003, the Group continued to develop its operational risk framework. Key initiatives included:
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Further enhancement of the governance structure for managing operational risk;
-
Continued development of Key Risk Indicator (“KRI”) reporting at business unit level to serve as early-warning signals;
-
Additional improvements to the business units’ self-assessment process and integration with the work underway to meet the requirements of the Sarbanes-Oxley Act. The self-assessment process seeks to ensure that each business unit understands the risks inherent in its departmental functions and processes, ensures that controls exist to address those risks, and is able to identify control gaps and prioritize corrective action;
-
The ongoing collection of operational risk loss data and the continued development of the collection process; and
-
Regular review of the state of operations and their inherent risks based on extensive audits and follow-up reviews, and the resulting use of information and analysis as early-warning indicators for potential issues.
In addition, Credit Suisse Group has enhanced its Operational Risk ERC framework to further align it with the expected Basel II requirements under the Advanced Measurement Approach (see Economic Risk Capital section for further details).
How Credit Suisse Group measures market risk
Introduction
Each of the segments uses market risk measurement and management methodologies designed to meet or exceed industry standards. These include both general tools capable of calculating exposures comparable across the Group’s many activities as well as focused tools that can specifically model unique characteristics of certain units’ functions. The tools are used for internal market risk management, internal market risk reporting and external disclosure purposes. The principal measurement methodologies are VaR and scenario analysis. Additionally, the market risk exposures are also reflected in the Group’s ERC calculations. VaR and scenario analysis are described in the following paragraphs; the ERC methodology is described in the section entitled “Economic Risk Capital”.
Value-at-Risk
VaR measures the potential loss in terms of fair value changes over a given time interval under normal market conditions at a given confidence level. VaR as a concept is applicable for all financial risk types with valid regular price histories. Positions are aggregated by risk type rather than by product. For example, interest rate risk includes risk arising from money market and swap transactions, bonds, and interest rate, foreign exchange, equity and commodity options. The use of VaR allows the comparison of risk in different businesses, such as fixed income and equities, and also provides a means of aggregating and netting a variety of positions within a portfolio to reflect actual correlations and offsets between different assets.
The history of financial market rates and prices serves as a basis for the statistical VaR model underlying the potential loss estimation. All of the Group’s segments that model their trading portfolios with VaR use a 10-day holding period and a confidence level of 99% calculated using, in general, a rolling two-year history of market data. These assumptions are in agreement with the “Amendment to the Capital Accord to Incorporate Market Risks” published by the Basel Committee on Banking Supervision in 1996 and other related international standards for market risk management. For some purposes, such as backtesting, disclosure and benchmarking with competitors, the resulting VaR figures are scaled down or calculated as one-day holding period values.
The Credit Suisse First Boston VaR model was originally approved by the Swiss Federal Banking Commission (SFBC) for use in the calculation of Credit Suisse First Boston trading book market risk capital in 1998. This approval followed extensive reviews in 1997 by Credit Suisse First Boston and by the Group’s external auditors of the previous variance-covariance model and the related processes and controls. With the introduction of the historical simulation model the SFBC and the Group’s external auditors re-examined and re-approved the VaR model and related processes and controls for this purpose during the first half of 2000. Credit Suisse First Boston continues to receive regulatory approval for ongoing enhancements to the methodology.
Assumptions
The Group’s segments with trading portfolios use a historical simulation model for the majority of risk types and businesses. Where insufficient data is available for such an approach, an extreme move methodology is used. The model is based on the profit and loss distribution resulting from the historical changes of market rates applied to evaluate the portfolio using, in general, a rolling two-year history. This methodology also avoids any explicit assumptions on correlation between risk factors.
Limitations
VaR as a risk measure quantifies the potential loss on a portfolio under normal market conditions only. It is not intended to cover losses associated with unusually severe market movements (these are covered by scenario analysis). VaR also assumes that the price data from the recent past can be used to predict future events. If future market conditions differ substantially from past market conditions, then the risk predicted by VaR may be too conservative or too liberal.
Scenario analysis
All businesses exposed to market risk regularly perform scenario analysis to estimate the potential economic loss that could arise from extreme, but plausible, stress events. The scenario analysis calculations performed by the businesses are specifically tailored towards their respective risk profile. In order to identify areas of risk concentration and potential vulnerability to stress events across the Group, the Group has developed a set of scenarios which are consistently applied across all businesses. The Board of Directors and senior management at the Group and the business units are regularly provided with scenario analysis estimates, scenario analysis trend information and supporting explanations to create transparency on key risk exposures and to support senior management in managing risk.
The table below provides an overview on the primary scenarios analyzed for Credit Suisse Group as a whole, including market and credit risk-related scenarios. Note that the scenario definitions are regularly reviewed, especially subsequent to periods of stress.
Scenario | | Risk | | Brief Description | |
| | | | | |
| | | | | |
| | | | | |
Flight to USD | | Foreign Exchange | | Strengthening of USD against all currencies coupled with a substantial increase in implied volatilities | |
| | | | | |
| | | | | |
| | | | | |
Flight from USD | | Foreign Exchange | | Weakening of USD against all currencies coupled with a substantial increase in implied volatilities | |
| | | | | |
| | | | | |
| | | | | |
Flight to CHF | | Foreign Exchange | | Strengthening of CHF against all currencies coupled with a substantial increase in implied volatilities | |
| | | | | |
| | | | | |
| | | | | |
Global Interest Rate Tightening | | Fixed Income | | Substantial increase in global interest rates (severity based on 1994 bond market crisis), coupled with an increase in implied volatilities | |
| | | | | |
| | | | | |
| | | | | |
Global Interest Rate Loosening | | Fixed Income | | 50% reverse of the "Global Interest Rate Tightening" scenario | |
| | | | | |
| | | | | |
| | | | | |
Equity Market Crash | | Equity Markets | | Blend of 1987 and 1998 emerging market equity market crisis, coupled with a sharp increase in implied volatilities | |
| | | | | |
| | | | | |
| | | | | |
Equity Market Rally | | Equity Markets | | A significant price increase coupled with a decrease in implied volatilities | |
| | | | | |
| | | | | |
| | | | | |
Credit Spread Widening | | Traded Credit Risk | | Credit spread widening similar to that observed during the 1998 Long Term Capital Management crisis | |
| | | | | |
| | | | | |
| | | | | |
Spread Narrowing | | Traded Credit Risk | | 75% reverse of the “Credit Spread Widening” scenario | |
| | | | | |
| | | | | |
| | | | | |
Global Credit Downturn | | Lending & Counterparty Exposures | | Based on worst-case observed default rates and loss severity for the relevant market (e.g. the scenario loss for the Swiss corporate & retail portfolios are based on the recession and real estate crisis in the beginning of the 1990s) | |
| | | | | |
| | | | | |
| | | | | |
Emerging Market Crisis | | Emerging Markets | | Based on Russia default of 1998 and 1980 Latin crisis with regional and global contagion | |
| | | | | |
| | | | | |
| | | | | |
Real Estate Collapse | | Real Estate | | Based on worst-case observed market moves for the relevant markets | |
| | | | | |
| | | | | |
| | | | | |
Assumptions
Scenario analysis estimates the economic loss amount that could arise from extreme, but plausible, stress events by applying predefined scenarios to the relevant portfolios; it is not a measure for the potential impact on reported earnings since the Group’s non-trading activities generally are not marked to market through earnings. Scenario analysis represents a “what-if” measure for risk, as no attempt is made to estimate the probability of occurrence. Scenarios are typically defined in light of past economic or financial market stress periods.
Limitations
Scenario analysis estimates the economic loss that could arise if specific events in the economy or on financial markets were to occur. Seldom do past events repeat themselves in the exact same way. Therefore, it is necessary to use business experience to choose a set of meaningful scenarios and to assess the scenario results in light of current economic and market conditions.
ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES N/A
ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES N/A
ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS N/A
ITEM 15: CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report under the supervision and with the participation of management, including our Co-Chief Executive Officers and our Chief Financial Officer, pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the ‘”Exchange Act”’). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
As part of the communications by our independent auditors, KPMG, to our Audit Committee with respect to KPMG’s audit procedures for the year ended December 31, 2003, KPMG informed the Audit Committee of a deficiency that constituted a ”material weaknessstandards established by the American Institute of Certified Public Accountants in our internal control relating to comprehensive controls over the calculation of deferred bonus reserves at DBV-Winterthur, a German subsidiary of Winterthur Group which forms part of Credit Suisse Group. Deferred bonus reserves are established to reflect timing differences between the consolidated financial statements and the local statutory financial statements with respect to future policyholder dividends.
The Co-Chief Executive Officers and the Chief Financial Officer concluded that, as of the end of the period covered by this report, the design and operation of our disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required, except to the extent of the material weakness identified above.
The deficiency in our internal control relating to comprehensive controls over the calculation of our deferred bonus reserves resulted in an error in the preliminary fourth quarter and full-year 2003 Swiss GAAP net profit published on February 12, 2004. The error was identified by management and corrected prior to the release of the audited Swiss GAAP consolidated financial statements contained in the Credit Suisse Group Annual Report 2003, and did not impact our US GAAP consolidated financial statements included in this Form 20-F. To address the deficiency, we have increased the extent of review over the calculation of deferred bonus reserves, and we plan to take the following additional remedial actions:
-
Strengthen the accounting and reporting team at DBV-Winterthur; and
-
Improve the information technology systems and processes at the responsible insurance unit to enable parallel preparation of and reconciliation between US GAAP and German statutory accounts, and limit the use of other data sources such as spreadsheets.
We believe that the measures described above adequately address the deficiency. We will continue to assess our disclosure controls and procedures and will take any further actions that we deem necessary.
(b) Changes in Internal Control
In connection with our adoption of US GAAP as our primary basis of accounting, during 2003 we undertook a number of changes to strengthen our internal control over financial reporting in accordance with US GAAP. In addition, the Audit Committee and senior management have considered additional measures to further improve our internal control over financial reporting in accordance with US GAAP.
As previously disclosed in our 2002 Annual Report on Form 20-F/A as filed with the SEC on April 27, 2004, we identified certain deficiencies in our internal control over financial reporting in connection with certain US GAAP reconciliation adjustments, certain pension-related balances and deferred bonus reserves and related deferred taxes on a US GAAP reconciliation basis. As a result of our adopting US GAAP as our primary basis of accounting, certain processes and procedures to which these deficiencies relate are no longer a part of our internal control over financial reporting. Furthermore, with respect to those deficiencies that were of continuing relevance, we undertook changes to strengthen our internal control over financial reporting, including:
-
Pension: Improving the coordination and review process between internal and external pension advisors through clarified responsibilities, additional reconciliation control activities and increased involvement by the pension advisors in the financial reporting process.
-
Deferred bonus reserves: Embedding the process for the determination of deferred bonus reserves and related deferred taxes; implementing review meetings for each financial reporting cycle; and obtaining a detailed analysis of all technical items on a quarterly basis from actuaries in the risk management functional area.
As a result of these changes, we consider the previously identified deficiencies to be remedied.
With the exception of the items noted above, there has been no change in our internal control over financial reporting during the period covered by this report that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT
The US Sarbanes-Oxley Act of 2002 requires disclosure of whether or not one or more members of the Audit Committee satisfy the qualifications of an “audit committee financial expert” as defined in the Sarbanes-Oxley Act. After assessing his expertise, the Chairman’s and Governance Committee determined that Peter F. Weibel, Chairman of the Audit Committee, satisfies such requirements. Based on this recommendation, the Board has concluded that Peter Weibel is an audit committee financial expert as defined by the Sarbanes-Oxley Act. Peter Weibel has been determined to be independent under the Group’s independence definition.
ITEM 16B: CODE OF ETHICS
In response to Section 406 of the Sarbanes-Oxley Act of 2002, we have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, all employees and members of the board. A copy of this code of ethics is available on our Internet website at http://www.credit-suisse.com/en/governance/code_of_conduct.html. (Reference to this “uniform resource locator” or “URL” is made as an inactive textual reference for informational purposes only. The information found at this website is not incorporated by reference into this document). There have been no amendments or waivers to this code of ethics since its adoption. Information regarding any future amendments or waivers will be published on the aforementioned website.
ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES
External Auditors
Credit Suisse Group’s statutory and group auditor is KPMG Klynveld Peat Marwick Goerdeler SA, Zurich, or KPMG. The mandate was first given to KPMG for the business year 1989/1990. The lead Group engagement partners, Brendan Nelson, who is the Global Lead Partner, and Peter Hanimann, who is the Leading Bank Auditor, assumed these roles in 1997 and 1998, respectively. In addition, Credit Suisse Group has mandated BDO Sofirom, Zurich, as special auditor for the purposes of issuing the legally required report for capital increases in accordance with Article 652f of the Swiss Code of Obligations.
The Audit Committee monitors and approves the fees to be paid to KPMG for its services.
KPMG received the following fees related to the years 2002 and 2003:
Type of Service (in CHF m) | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Audit fees | | 51.1 | | 60.7 | |
Audit-related fees 1) | | 3.7 | | 18.7 | |
Tax fees 2) | | 8.1 | | 5.4 | |
All other fees 3) | | 3.5 | | 8.3 | 4) |
| | | | | |
| | | | | |
| | | | | |
1) Audit-related fees are primarily in respect of: (i) reports related to the Group’s compliance with provisions of or calculations required by agreements; (ii) internal control related reports; (iii) regulatory advisory services; and (iv) financial risk management advisory services covering operational, credit, market and liquidity risk. |
2) Tax fees are fees in respect of tax compliance services, including: (i) preparation and or review of tax returns of the Group and its subsidiaries; (ii) expatriate tax return preparation services; and (iii) confirmations relating to the Qualified Intermediary status of Group entities. |
3) All other fees are primarily in respect of: (i) advice as to the Group’s accounting treatment of actual or contemplated transactions; (ii) information risk management advisory services; and (iii) accounting and tax advice provided to front office personnel in connection with client transactions. |
4) In addition to this amount, the Group paid CHF 16.0 million in 2002 to KPMG consulting during the period KPMG consulting was still affiliated with KPMG audit. |
KPMG
attends all ordinary meetings of the Audit Committee. At each meeting, KPMG
reports on the findings of its audit and/or review work. The Audit Committee
approves on an annual basis KPMG’s audit plan and evaluates the performance
of KPMG and its senior representatives in fulfilling its responsibilities.
Moreover, the Audit Committee recommends to the Board the appointment or replacement
of the External Auditor, subject to shareholder approval.
KPMG provides at least once a year a report as to its independence to the Audit Committee. In addition, and in light of new strict regulations of the U.S. Securities and Exchange Commission, or the SEC, Credit Suisse Group has revised its policy on the engagement of public accounting firms, which has been approved by the Audit Committee, to further ensure an appropriate degree of independence of its external auditor. The policy limits the scope of services that may be provided to Credit Suisse Group or any of its subsidiaries by KPMG to audit and certain permissible types of non-audit services, including audit-related services, tax services and other services that have been pre-approved by the Audit Committee. The Audit Committee pre-approves all other services on a case-by-case basis. All KPMG services in 2003 were pre-approved. KPMG is required to periodically report to the Audit Committee regarding the extent of services provided by KPMG and the fees for the services performed to date.
ITEM 17: FINANCIAL STATEMENTS N/A
ITEM 18: CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Group, together with the notes and schedules thereto and the Report of Independent Registered Public Accounting Firm thereon, are set forth on pages F-1 and F-103 of this Annual Report on Form 20-F.
ITEM 19: EXHIBITS
No. Exhibit Title
1.1 Articles of Association (
Statuten
) of Credit Suisse Group as of April 30, 2004.
4.1 Amendment dated as of April 30, 2003 to the Transaction Agreement between Credit Suisse First Boston (USA), Inc. and The Bank of New York, Inc. dated as of January 7, 2003.
8.1 Significant subsidiaries of the Registrant.
10.1 Consent of KPMG Klynveld Peat Marwick Goerdeler SA, Zurich.
10.2 Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.3 Rule 13a-14(a) certification of the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.4 Rule 13a-14(a) certification of the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.5 Rule 13a-14(a) certification of the Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
The total amount of long-term debt securities of Credit Suisse Group authorized under any instrument does not exceed 10% of the total assets of the Group on a consolidated basis. The Group hereby agrees to furnish to the SEC upon its request a copy of any instrument defining the rights of holders of long-term debt of Credit Suisse Group or of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed.
Signatures
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this registration statement on its behalf.
Credit Suisse Group
(Registrant)
/s/ Urs Rohner /s/ Philip K. Ryan
Name: Urs Rohner Name: Philip K. Ryan
Title: General Counsel Title: Chief Financial Officer
Exhibit
10.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Credit Suisse Group
We
consent to the incorporation by reference in the registration statement (No.
333-100523) on Form F-3/A and in the registration statement (No. 333-101259)
on Form S-8 of Credit Suisse Group of our report dated April 26, 2004, with
respect to the consolidated balance sheets of Credit Suisse Group and subsidiaries
(the “Company”) as of December 31, 2003 and 2002, and the related consolidated statements of income, changes in shareholders’equity,
and cash flows for each of the years in the three-year period ended December
31, 2003, which report appears in the December 31, 2003 annual report on Form
20-F of the Company.
Our report contains an explanatory paragraph that states that in 2003 the Company changed its methods of accounting for certain nontraditional long-duration contracts and separate accounts, variable interest entities and share-based compensation, in 2002 the Company changed its methods of accounting for goodwill and intangible assets and in 2001 the Company changed its method of accounting for derivative instruments and hedging activities.
We also consent to the use of our report incorporated by reference herein dated April 26, 2004, related to the consolidated financial statement schedules I, III and IV.
KPMG Klynveld Peat Marwick Goerdeler SA
/s/ Brendan R. Nelson /s/ Peter Hanimann
Brendan R. Nelson Peter Hanimann
Chartered Accountant Certified Accountant
Auditors in Charge
Zurich, April 26, 2004
Exhibit 10.2
Annual Certification
Pursuant
to Section 906 of the Sarbanes –Oxley Act of 2002
Pursuant
to subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United
States Code, each of the undersigned officers of Credit Suisse Group, a company
incorporated in Switzerland (the “Company”), does hereby certify, to such officer’s
knowledge, that:
The Annual Report on Form 20-F for the year ended December 31, 2003 of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company for such period presented.
Dated:
June 28, 2004 /s/ Oswald J. Grübel
Name:
Oswald J. Grübel
Title: Chief Executive Officer
Dated: June 28, 2004 /s/ John J. Mack
Name: John J. Mack
Title: Chief Executive Officer
Dated: June 28, 2004 /s/ Philip K. Ryan
Name: Philip K. Ryan
Title: Chief Financial Officer
Exhibit 10.3
I,
Oswald J. Grübel, certify that:
1.
I have reviewed this annual report on Form 20-F of Credit Suisse Group;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
evaluated the effectiveness of the registrant’s disclosure controls
and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s
board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal control over
financial reporting.
Dated:
June 28, 2004 /s/ Oswald J. Grübel
Name:
Oswald J. Grübel
Title: Chief Executive Officer
Exhibit 10.4
I, John J. Mack, certify that:
1. I have reviewed this annual report on Form 20-F of Credit Suisse Group;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
evaluated the effectiveness of the registrant’s disclosure controls
and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s
board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal control over
financial reporting.
Dated: June 28, 2004 /s/ John J. Mack
Name: John J. Mack
Title: Chief Executive Officer
Exhibit 10.5
I, Philip K. Ryan, certify that:
1.
I have reviewed this annual report on Form 20-F of Credit Suisse Group;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
evaluated the effectiveness of the registrant’s disclosure controls
and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s
board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant’s internal control over
financial reporting.
Dated: June 28, 2004 /s/ Philip K. Ryan
Name: Philip K. Ryan
Title: Chief Financial Officer
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Credit Suisse Group
We
have audited the accompanying consolidated balance sheets of Credit Suisse
Group and subsidiaries (the “Company”) as of December 31, 2003 and 2002, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2003. These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Credit Suisse Group and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 and 2 to the consolidated financial statements, in 2003 the Company changed its methods of accounting for certain nontraditional long-duration contracts and separate accounts, variable interest entities and share-based compensation and in 2002 the Company changed its methods of accounting for goodwill and intangible assets. As discussed in Note 37 to the consolidated financial statements, in 2001 the Company changed its method of accounting for derivative instruments and hedging activities.
KPMG Klynveld Peat Marwick Goerdeler SA
/s/ Brendan R. Nelson /s/ Peter Hanimann
Brendan R. Nelson Peter Hanimann
Chartered Accountant Certified Accountant
Auditors in Charge
Zurich, April 26, 2004
CONSOLIDATED US GAAP FINANCIAL STATEMENTS
Consolidated statements of income
Year ended December 31, in CHF m | | | | 2003 | | 2002 | | 2001 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Interest and dividend income | | | | 28,364 | | 32,200 | | 45,961 | |
Interest expense | | | | (16,637) | | (21,191) | | (35,872) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Net interest income | | | | 11,727 | | 11,009 | | 10,089 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Commissions and fees | | | | 12,948 | | 15,344 | | 18,992 | |
Trading revenues | | | | 3,528 | | 3,443 | | 9,728 | |
Realized gains/(losses) from investment securities, net | | | | 1,536 | | (4,207) | | (563) | |
Insurance net premiums earned | | | | 21,823 | | 22,307 | | 22,159 | |
Other revenues | | | | (56) | | (510) | | (231) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Total noninterest revenues | | | | 39,779 | | 36,377 | | 50,085 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Net revenues | | | | 51,506 | | 47,386 | | 60,174 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Policyholder benefits, claims and dividends | | | | 22,885 | | 19,274 | | 21,756 | |
Provision for credit losses | | | | 615 | | 2,504 | | 1,672 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Total benefits, claims and credit losses | | | | 23,500 | | 21,778 | | 23,428 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Insurance underwriting, acquisition and administration expenses | | | | 4,542 | | 4,909 | | 5,078 | |
Banking compensation and benefits | | | | 11,042 | | 13,495 | | 18,177 | |
Other expenses | | | | 9,010 | | 11,421 | | 14,285 | |
Goodwill impairment | | | | 1,510 | | 0 | | 0 | |
Restructuring charges | | | | 138 | | 32 | | 74 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Total operating expenses | | | | 26,242 | | 29,857 | | 37,614 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Income/(loss) from continuing operations before taxes, minority interests, extraordinary items and cumulative effect of accounting changes | | | | 1,764 | | (4,249) | | (868) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Income tax expense/(benefit) | | | | (13) | | (109) | | (206) | |
Dividends on preferred securities for consolidated entities | | | | 133 | | 133 | | 96 | |
Minority interests, net of tax | | | | (31) | | (193) | | 146 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Income/(loss) from continuing operations before extraordinary items and cumulative effect of accounting changes | | | | 1,675 | | (4,080) | | (904) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Income/(loss) from discontinued operations, net of tax | | | | (346) | | (447) | | 122 | |
Extraordinary items, net of tax | | | | 7 | | 18 | | 0 | |
Cumulative effect of accounting changes, net of tax | | | | (566) | | 61 | | 123 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Net income/(loss) | | | | 770 | | (4,448) | | (659) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Basic earnings per share, in CHF | | | | | | | | | |
Income/(loss) from continuing operations before extraordinary items and cumulative effect of accounting changes | | | | 1.43 | | (3.53) | | (0.80) | |
Income/(loss) from discontinued operations, net of tax | | | | (0.30) | | (0.39) | | 0.11 | |
Extraordinary items, net of tax | | | | 0.01 | | 0.02 | | 0.00 | |
Cumulative effect of accounting changes, net of tax | | | | (0.48) | | 0.05 | | 0.11 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Net income/(loss) | | | | 0.66 | | (3.85) | | (0.58) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Diluted earnings per share, in CHF | | | | | | | | | |
Income/(loss) from continuing operations before extraordinary items and cumulative effect of accounting changes | | | | 1.39 | | (3.53) | | (0.80) | |
Income/(loss) from discontinued operations, net of tax | | | | (0.29) | | (0.39) | | 0.11 | |
Extraordinary items, net of tax | | | | 0.01 | | 0.02 | | 0.00 | |
Cumulative effect of accounting changes, net of tax | | | | (0.47) | | 0.05 | | 0.11 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Net income/(loss) | | | | 0.64 | | (3.85) | | (0.58) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
|
The accompanying notes to the consolidated financial statements are an integral
part of these statements.
Consolidated balance sheets
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Assets | | | | | |
Cash and due from banks | | 24,799 | | 28,461 | |
Interest-bearing deposits with banks | | 2,992 | | 2,618 | |
Central bank funds sold, securities purchased under resale agreements and securities borrowing transactions | | 257,083 | | 267,634 | |
Securities received as collateral | | 15,151 | | 8,313 | |
Trading assets (of which CHF 103,286 m and CHF 96,476 m encumbered) | | 296,076 | | 263,090 | |
Investment securities (of which CHF 4 m and CHF 992 m encumbered) | | 105,807 | | 108,732 | |
Other investments | | 7,894 | | 15,107 | |
Real estate held for investment | | 9,148 | | 9,916 | |
Loans, net of allowance for loan losses of CHF 4,646 m and CHF 7,427 m | | 177,179 | | 180,797 | |
Premises and equipment | | 7,819 | | 9,372 | |
Goodwill | | 12,325 | | 16,664 | |
Intangible assets | | 4,056 | | 4,794 | |
Assets held for separate accounts | | 5,693 | | 13,377 | |
Other assets (of which CHF 2,644 m and CHF 5,594 m encumbered) | | 78,286 | | 79,243 | |
Discontinued operations – assets | | 0 | | 19,040 | |
| | | | | |
| | | | | |
| | | | | |
Total assets | | 1,004,308 | | 1,027,158 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Liabilities and shareholders' equity | | | | | |
Deposits | | 261,989 | | 245,265 | |
Central bank funds purchased, securities sold under repurchase agreements and securities lending transactions | | 236,847 | | 251,843 | |
Obligation to return securities received as collateral | | 15,151 | | 8,313 | |
Trading liabilities | | 156,331 | | 140,398 | |
Short-term borrowings | | 11,497 | | 10,008 | |
Provisions from the insurance business | | 128,835 | | 126,093 | |
Long-term debt | | 89,697 | | 105,440 | |
Liabilities held for separate accounts | | 5,689 | | 13,503 | |
Other liabilities | | 61,300 | | 72,789 | |
Discontinued operations – liabilities | | 24 | | 16,441 | |
| | | | | |
| | | | | |
| | | | | |
Preferred securities | | 2,214 | | 2,178 | |
Minority interests | | 743 | | 709 | |
| | | | | |
| | | | | |
| | | | | |
Total liabilities | | 970,317 | | 992,980 | |
| | | | | |
| | | | | |
| | | | | |
Common shares | | 1,195 | | 1,190 | |
Additional paid-in capital | | 23,586 | | 24,417 | |
Retained earnings | | 14,873 | | 14,214 | |
Treasury shares, at cost | | (3,144) | | (4,387) | |
Accumulated other comprehensive income/(loss) | | (2,519) | | (1,256) | |
| | | | | |
| | | | | |
| | | | | |
Total shareholders' equity | | 33,991 | | 34,178 | |
| | | | | |
| | | | | |
| | | | | |
Total liabilities and shareholders' equity | | 1,004,308 | | 1,027,158 | |
| | | | | |
| | | | | |
| | | | | |
Commitments and contingencies refer to notes 3, 36 and 46. |
The accompanying notes to the consolidated financial
statements are an integral
part of these statements.
Consolidated statements of changes in shareholders’ equity
| | | | | | | | | | | | Accumulated | | | |
| | | | | | | | | | Common | | other | | | |
| | | | | | Additional | | | | shares in | | comprehen- | | | |
| | Common shares | | Common | | paid in | | Retained | | treasury | | sive income/ | | | |
in CHF m, except common shares outstanding | | outstanding | 1) | shares | | capital | | earnings | | at cost | 2) | (loss) | | Total | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Balance December 31, 2000 | | 1,103,882,156 | | 6,009 | | 24,795 | | 19,472 | | (7,466) | | 6,294 | | 49,104 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net income | | – | | – | | – | | (659) | | – | | – | | (659) | |
Other comprehensive income/(loss), net of tax | | – | | – | | – | | – | | – | | (3,631) | | (3,631) | |
Issuance of common shares | | 2,457,851 | | 11 | | 164 | | – | | – | | – | | 175 | |
Cancellation of repurchased shares | | (7,600,000) | | (38) | | (531) | | – | | – | | – | | (569) | |
Issuance of treasury shares | | 235,177,204 | | – | | 235 | | – | | 15,874 | | – | | 16,109 | |
Repurchase of treasury shares | | (243,106,991) | | – | | – | | – | | (16,799) | | – | | (16,799) | |
Share-based compensation | | 29,913,015 | | – | | 363 | | – | | 2,133 | | – | | 2,496 | |
Net premium/discount on treasury share and own share derivative activity | | – | | – | | 54 | | – | | – | | – | | 54 | |
Repayment out of share capital (CHF 2.00 per share) 3) | | – | | (2,392) | | – | | – | | – | | – | | (2,392) | |
Dividend on treasury shares | | – | | – | | – | | 173 | | – | | – | | 173 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Balance December 31, 2001 | | 1,120,723,235 | | 3,590 | | 25,080 | | 18,986 | | (6,258) | | 2,663 | | 44,061 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net income | | – | | – | | – | | (4,448) | | – | | – | | (4,448) | |
Other comprehensive income/(loss), net of tax | | – | | – | | – | | – | | – | | (3,919) | | (3,919) | |
Issuance of common shares | | 1,011,909 | | 2 | | 26 | | – | | – | | – | | 28 | |
Cancellation of repurchased shares | | (7,730,000) | | (23) | | (69) | | (450) | | – | | – | | (542) | |
Issuance of treasury shares | | 141,837,418 | | – | | (482) | | – | | 4,884 | | – | | 4,402 | |
Repurchase of treasury shares | | (163,895,110) | | – | | – | | – | | (4,811) | | – | | (4,811) | |
Share-based compensation | | 24,110,853 | | – | | (147) | | – | | 1,798 | | – | | 1,651 | |
Net premium/discount on treasury share and own share derivative activity | | – | | – | | 9 | | – | | – | | – | | 9 | |
Repayment out of share capital (CHF 2.00 per share) 3) | | – | | (2,379) | | – | | – | | – | | – | | (2,379) | |
Dividend on treasury shares | | – | | – | | – | | 126 | | – | | – | | 126 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Balance December 31, 2002 | | 1,116,058,305 | | 1,190 | | 24,417 | | 14,214 | | (4,387) | | (1,256) | | 34,178 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net income | | | | – | | – | | 770 | | – | | – | | 770 | |
Other comprehensive income/(loss), net of tax | | | | – | | – | | – | | – | | (1,263) | | (1,263) | |
Issuance of common shares | | 5,114,194 | | 5 | | 14 | | – | | – | | – | | 19 | |
Issuance of treasury shares | | 182,622,865 | | – | | – | | – | | 6,913 | | – | | 6,913 | |
Repurchase of treasury shares | | (191,245,719) | | – | | – | | – | | (7,009) | | – | | (7,009) | |
Share-based compensation | | 17,813,303 | | – | | (844) | | – | | 1,339 | | – | | 495 | |
Net premium/discount on treasury share and own share derivative activity | | – | | – | | (1) | | – | | – | | – | | (1) | |
Cash dividends paid (CHF 0.10 per share) | | – | | – | | – | | (111) | | – | | – | | (111) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Balance December 31, 2003 | | 1,130,362,948 | | 1,195 | | 23,586 | | 14,873 | | (3,144) | | (2,519) | | 33,991 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
1) At par value CHF 1.00 each, fully paid, net of treasury shares. |
2) Comprising 64,642,966, 73,833,415 and 75,886,576 treasury shares at December 31, 2003, 2002 and 2001, respectively. In addition to the treasury shares, a maximum of 272,718,007, 228,970,984 and 191,026,457 unissued shares (conditional and authorized capital) at December 31, 2003, 2002 and 2001, respectively, were available for issuance without the approval of the shareholders. |
3) For the financial year 2000, repayment out of share capital as approved on June 1, 2001, in lieu of a dividend. For the financial year 2001, repayment out of share capital as approved on May 31, 2002, in lieu of a dividend. |
Comprehensive income
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net income/(loss) | | 770 | | (4,448) | | (659) | |
Other comprehensive income/(loss) | | (1,263) | | (3,919) | | (3,631) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Comprehensive income/(loss) | | (493) | | (8,367) | | (4,290) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The accompanying notes to the consolidated financial
statements are an integral
part of these statements.
Consolidated statement of cash flows
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating activities of continuing operations | | | | | | | |
Net income | | 770 | | (4,448) | | (659) | |
Income from discontinued operations, net of tax | | 346 | | 447 | | (122) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Income from continuing operations | | 1,116 | | (4,001) | | (781) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Adjustments to reconcile net income to net cash provided by/(used in) operating activities of continuing operations | | | | | | | |
Impairment, depreciation and amortization | | 4,815 | | 6,487 | | 4,314 | |
Provision for credit losses | | 615 | | 2,504 | | 1,672 | |
Deferred tax provision | | (1,545) | | (220) | | (1,222) | |
Restructuring charges | | 111 | | 43 | | 74 | |
Change in technical provisions from the insurance business | | 5,957 | | 2,044 | | 9,424 | |
(Gain)/loss from investment securities | | (1,726) | | 543 | | (1,123) | |
Share of net income from equity method investments | | (59) | | (166) | | (94) | |
Cumulative effect of accounting changes, net of tax | | 566 | | (61) | | (123) | |
Receivables from the insurance business | | 274 | | (895) | | (3,869) | |
Payables from the insurance business | | 1,116 | | 1,350 | | 2,889 | |
Trading assets and liabilities | | 41,721 | | 72,993 | | (61,720) | |
Deferred policy acquisition costs | | (182) | | (131) | | (1,040) | |
(Increase)/decrease in accrued interest, fees receivable and other assets | | (65,616) | | (52,504) | | (2,785) | |
Increase/(decrease) in accrued expenses and other liabilities | | (12,228) | | (6,606) | | 9,398 | |
Other, net | | 2,168 | | 340 | | 786 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total adjustments | | (24,013) | | 25,721 | | (43,419) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net cash provided by/(used in) operating activities of continuing operations | | (22,897) | | 21,720 | | (44,200) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Investing activities of continuing operations | | | | | | | |
(Increase)/decrease in interest-bearing deposits with banks | | (7,523) | | (14,684) | | 4,051 | |
(Increase)/decrease in central bank funds sold, securities purchased under resale agreements and securities borrowing transactions | | (9,804) | | (28,265) | | (11,943) | |
Purchase of investment securities | | (117,874) | | (140,902) | | (56,641) | |
Proceeds from sale of investment securities | | 55,427 | | 60,874 | | 47,585 | |
Maturities of investment securities | | 46,640 | | 79,104 | | 3,919 | |
Investments in subsidiaries and other investments | | (7,563) | | (10,130) | | (9,925) | |
Proceeds from sale of other investments | | 2,922 | | 2,893 | | 3,214 | |
(Increase)/decrease in loans | | (4,777) | | (8,267) | | (3,684) | |
Proceeds from sales of loans | | 5,728 | | 2,058 | | 2,011 | |
Capital expenditures for premises and equipment and intangible assets | | (883) | | (1,371) | | (3,881) | |
Proceeds from sale of premises and equipment and intangible assets | | 240 | | 296 | | 790 | |
Other, net | | (520) | | 294 | | 1,274 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net cash provided by/(used in) investing activities of continuing operations | | (37,987) | | (58,100) | | (23,230) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The accompanying notes to the consolidated financial
statements are an integral
part of these statements.
Consolidated statement of cash flows (continued)
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Financing activities of continuing operations | | | | | | | |
Increase/(decrease) in deposits | | 46,886 | | 1,811 | | (14,258) | |
Increase/(decrease) in short-term borrowings | | (677) | | 155 | | 157 | |
Increase/(decrease) in central bank funds purchased, securities sold under repurchase agreements and securities lending transactions | | 4,107 | | 13,397 | | 55,904 | |
Issuances of long-term debt | | 23,782 | | 39,499 | | 54,659 | |
Repayments of long-term debt | | (26,255) | | (31,564) | | (19,587) | |
Redemption of preferred securities | | 0 | | 0 | | (504) | |
Issuances of common shares | | 19 | | 28 | | 175 | |
Issuances of treasury shares | | 6,913 | | 4,402 | | 16,109 | |
Repurchase of treasury shares | | (7,009) | | (4,811) | | (16,799) | |
Dividends paid/capital repayments (including minority interest and trust preferred securities) | | (273) | | (2,437) | | (2,568) | |
Other, net | | 733 | | 512 | | 971 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net cash provided by/(used in) financing activities of continuing operations | | 48,226 | | 20,992 | | 74,259 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Effect of exchange rate changes on cash and due from banks | | (2,604) | | 1,103 | | (35) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Discontinued operations | | | | | | | |
Net cash provided by discontinued operations | | 3,985 | | 19 | | 758 | |
Proceeds from sale of stock by subsidiaries | | 7,615 | | 235 | | 572 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net increase/(decrease) in cash and due from banks | | (3,662) | | (14,031) | | 8,124 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Cash and due from banks at beginning of financial year | | 28,461 | | 42,492 | | 34,368 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Cash and due from banks at end of financial year | | 24,799 | | 28,461 | | 42,492 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Supplemental disclosures of cash flow information | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Cash paid during the year for income taxes | | 1,176 | | 1,409 | | 1,603 | |
Cash paid during the year for interest | | 16,730 | | 20,922 | | 35,767 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Non-cash investing and financing activities | | | | | | | |
Transfers
of repossessed assets |
| 16 | | 191 | | 118 | |
Assets acquired and liabilities assumed in business acquisitions | | | | | | | |
Fair
value of assets acquired |
| 573 | | 767 | | 9,109 | |
Fair
value of liabilities assumed |
| (472) | | (204) | | (7,861) | |
Cash
paid related to business acquisitions |
| 101 | | 563 | | 1,248 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Assets and liabilities sold in business divestitures | | | | | | | |
Fair
value of assets sold |
| (41,600) | | (1,310) | | (10,476) | |
Fair
values of liabilities sold |
| 34,164 | | 1,137 | | 9,248 | |
Cash
received related to business divestitures |
| (7,436) | | (173) | | (1,228) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The accompanying notes to the consolidated financial
statements are an integral
part of these statements.
NOTES TO THE CONSOLIDATED US GAAP FINANCIAL STATEMENTS
1 Summary of significant accounting policies
The accompanying consolidated financial statements of Credit Suisse Group (the Group) are prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP), and are stated in Swiss francs (CHF). The financial year for the Group ends on December 31.
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheets and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of consolidation
The consolidated financial statements include the financial statements of the Group and its subsidiaries. The Group’s subsidiaries are entities in which it holds, directly or indirectly, more than 50% of the voting rights or where it exercises control, for entities in which the equity holders have substantive voting interests. Effective December 31, 2003, the Group also consolidates variable interest entities (VIEs) that are considered special purpose entities and where the Group is the primary beneficiary under the requirements of the Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 46 (FIN 46). The effects of intercompany transactions and balances have been eliminated.
The Group accounts for investments in which it has the ability to exercise significant influence, which generally are investments in which the Group holds 20% to 50% of the voting rights, using the equity method of accounting under
Other investments
. The Group’s share of the profit or loss, as well as any impairment losses on the investee, if applicable, are included in
Other revenues
.
Foreign currency translation
Transactions denominated in currencies other than the functional currency of the related entity are recorded by translating to the functional currency of the related entity at the exchange rate on the date of the transaction. At the balance sheet date, monetary assets and liabilities such as receivables and payables are reported using the year-end spot exchange rates. Exchange rate differences are reported in the statement of income.
For the purpose of consolidation, the assets and liabilities of Group companies with functional currencies other than CHF are translated into CHF equivalents using year-end spot foreign exchange rates, whereas revenues and expenses are translated using the average foreign exchange rate for the year. Translation adjustments arising on consolidation are included in
Other comprehensive income/(loss)
within
Shareholders’ equity
.
Cash and cash equivalents
Cash and cash equivalents are defined as those amounts included in
Cash and due from banks
. Cash equivalents are short-term, highly liquid instruments with original maturities of three months or less and that are held for cash management purposes.
Reverse repurchase and repurchase agreements
Purchases of securities under resale agreements (reverse repurchase agreements) and securities sold under agreements to repurchase substantially identical securities (repurchase agreements) normally do not constitute economic sales and are therefore treated as collateralized financing transactions and are carried at the amount of cash disbursed or received, respectively. Reverse repurchase agreements are recorded as collateralized assets while repurchase agreements are recorded as liabilities, with the underlying securities sold continuing to be recognized in
Trading assets
. Assets and liabilities recorded under these agreements are accounted for on an accrual basis, with interest earned on reverse repurchase agreements and interest incurred on repurchase agreements reported in
Interest and dividend income
and
Interest expense
, respectively. Reverse repurchase and repurchase agreements are netted if they are with the same counterparty, have the same maturity date, settle through the same clearing institution and are subject to master netting agreements.
Securities lending and borrowing (SLB) transactions
Securities borrowed and securities loaned are included in the balance sheet at amounts equal to the cash advanced or received. If securities received in a SLB transaction may be sold or repledged they are recorded as securities received as collateral and a corresponding liability to return the security is recorded. Fees and interest received or paid are recorded in
Interest and dividend income
and
Interest expense
, respectively, on an accrual basis.
Trading assets and liabilities
Trading assets and liabilities include debt and equity securities, derivative instruments and precious metals. Items included in the trading portfolio are carried at fair value and classified as held for trading purposes based on management’s intent for the individual item.
Fair value is generally defined as the amount at which an asset/liability could be bought/incurred or sold/settled in a current transaction between willing parties, that is, other than in a forced or liquidation sale. Quoted market prices when available are used to measure fair value. In cases where quoted market prices are not available, fair value is estimated using valuation models that consider prices for similar assets or similar liabilities and other valuation techniques.
Unrealized and realized gains and losses on trading positions, including amortization of premium/discount arising at acquisition of debt securities, are recorded in
Trading revenues
. Interest from debt securities and dividends on equity securities are recorded in
Interest and dividend income
.
Derivatives classified as trading assets and liabilities
Derivatives classified as trading assets and liabilities include those held for trading purposes and those used for risk management purposes that do not qualify for hedge accounting. Derivatives classified as trading assets and liabilities arise from proprietary trading activity and from customer-based activity.
Derivatives are carried at fair value with changes in realized and unrealized gains and losses and interest flows included in
Trading revenues
. The fair value of a derivative is the amount for which that derivative could be exchanged between knowledgeable, willing parties in an arms’ length transaction.
Fair values recorded for derivative instruments do not indicate future gains or losses, but rather the unrealized gains and losses from valuing all derivatives at a particular point in time. The fair value of exchange-traded derivatives is typically derived from observable market prices and/or observable market parameters. Fair values for over-the-counter (OTC) derivatives are determined on the basis of internally developed proprietary models using various input parameters. Where the input parameters cannot be validated using observable market data, reserves are established for unrealized gains evident at the inception of the contracts so that no gain is recorded at inception. Such reserves are amortized to income over the life of the instrument or released into income when observable market data becomes available. Replacement values of derivative contracts are recorded on a net basis per counterparty, where a master netting agreement exists. Where no such agreement exists, replacement values are recorded on a gross basis.
Refer to note 37 for further information on the derivatives used by the Group and the associated accounting method applied.
Investment securities
Investment securities
include debt securities classified as held-to-maturity, and debt and marketable equity securities classified as available-for-sale.
Debt securities where the Group has the positive intent and ability to hold such securities to maturity are classified as such and are carried at amortized cost, net of any unamortized premium or discount.
Debt and equity securities classified as available-for-sale are carried at fair value. Unrealized gains and losses, which represent the difference between fair value and amortized cost, are recorded in
Other comprehensive income/(loss)
within
Shareholders’ equity
. Amounts reported in
Other comprehensive income/(loss)
are net of deferred income taxes and adjustments to insurance policyholder liabilities and deferred acquisition costs on participating policies (shadow adjustments).
Amortization of premiums or discounts is recorded in
Interest and dividend income
using the effective yield method through the maturity date of the security. Gains or losses on the sales of securities classified as available-for-sale are recorded in
Realized gains/(losses) from investment securities, net
at the time of sale on the basis of specific identification.
Recognition of an impairment loss on debt securities is recorded in the statement of income if a decline in fair value below amortized cost is considered other-than-temporary, that is, amounts due according to the contractual terms of the security are not considered collectible, typically due to a deterioration in the creditworthiness of the issuer. No impairment is recorded in connection with declines resulting from general market interest, credit spread or exchange rate movements to the extent the Group has the intent and ability to hold the debt security to maturity.
Recognition of an impairment loss on equity securities is recorded in the statement of income if a decline in fair value below the cost basis of an investment is considered other-than-temporary. The Group generally considers unrealized losses on equity securities to be other-than-temporary if the fair value has been below cost for more than six months or by more than 20%. Recognition of an impairment loss for debt or equity securities establishes a new cost basis, which is not adjusted for subsequent recoveries.
Unrealized losses are recognized in the statement of income when a decision has been taken to sell a security.
Other investments
Other investments
include equity method investments and non-marketable equity securities such as private equity and restricted stock investments, as well as certain investments in non-marketable mutual funds for which the Group has neither significant influence nor control over the investee.
The valuation for non-marketable equity securities depends on whether the securities are held in the banking or insurance businesses. Non-marketable equity securities held by the Group’s banking subsidiaries that are considered investment companies and subsidiaries that engage exclusively in private equity and other related activities are carried at their estimated fair value, with changes in fair value recorded in the statement of income. Non-marketable equity securities held in the insurance business are carried at fair value with changes in fair value recorded in
Accumulated other comprehensive income/(loss)
within
Shareholders’ equity
. The Group’s other non-marketable equity securities are carried at cost less other-than-temporary impairment.
Loans
Loans
are carried at outstanding principal balances net of unamortized premiums and discounts on purchased loans, deferred loan origination fees and direct loan origination costs on originated loans. Interest income is accrued on the unpaid principal balance and net deferred premiums/discounts and fees/costs are amortized as an adjustment to the loan yield over the term of the related loans.
Allowance for loan losses
The allowance for loan losses is comprised of two components: probable credit losses inherent in the portfolio and those losses specifically identified. Changes in the allowance for loan losses are recorded in the statement of income in
Provision for credit losses.
Many factors can affect the Group’s estimate of the allowance for loan losses, including volatility of default probabilities, rating migrations and loss severity. The component of the allowance representing probable losses inherent in the portfolio is for loans not specifically identified as impaired which, on a portfolio basis, are considered to contain probable inherent loss. The estimation of this component of the allowance for the consumer portfolio involves applying historical loss experience, adjusted to reflect current market conditions, to homogenous loans based on risk rating and product type. To estimate this component of the allowance for commercial loans, the Group segregates loans by risk, industry or country rating. Excluded from this estimation process are consumer and commercial loans where a specifically identified loss has been included in the specific component of the allowance for loan losses. For lending-related commitments, a provision for losses is estimated based on historical loss and recovery experience, which is recorded in
Other liabilities
. Changes in the estimated calculation of losses are recorded in the statement of income in
Other expenses
.
The estimate of the component of the allowance for specifically identified credit losses on impaired loans is based on a regular and detailed analysis of each loan in the portfolio considering collateral and counterparty risk. If uncertainty exists as to the repayment of either principal or interest, a specific provision is either established or adjusted accordingly. For certain non-collateral dependent impaired loans, impairment charges are measured using the present value of future cash flows. The Group considers a loan impaired when, based on current information and events, it is probable that it will be unable to collect the amounts due according to the contractual terms of the loan agreement. A loan is classified as non-performing no later than when the contractual payments of principal and/or interest are more than 90 days past due. However, management may determine that a loan should be classified as non-performing notwithstanding that contractual payments of principal and/or interest are less than 90 days past due. For non-performing loans, the Group continues to accrue interest for collection purposes; however a provision is recorded resulting in no income recognition. In addition, for any accrued but unpaid interest at the date the loan is classified as non-performing, a provision is recorded in the amount of the accrual, resulting in a charge to the statement of income. On a regular basis thereafter, the outstanding principal balance is evaluated for collectibility and a provision is established for any shortfall between the estimated net recoverable amount and the principal balance.
A loan can be further downgraded to non-interest earning when the collection of interest is considered so doubtful that further accrual of interest is deemed inappropriate. At that time and on a regular basis thereafter, the outstanding principal balance net of provisions previously recorded is evaluated for collectibility and additional provisions are established as required. Charge-off of a loan occurs when it is considered certain that there is no possibility to recover the outstanding principal. Recoveries of loans previously charged-off are recorded based on the cash or estimated fair market value of other amounts received.
The amortization of net loan fees or costs on impaired loans is generally discontinued during the periods in which matured and unpaid interest or principal is outstanding. Cash amounts received relating to fees are applied to the outstanding principal loan balance during this period. On settlement of a loan, if the loan balance is not collected in full, the loan is charged-off, net of any deferred loan fees and costs.
Interest collected on non-performing loans is accounted for using the cash basis or the cost recovery method or a combination of both, as appropriate. Interest collected on non-interest earning loans is accounted for using the cost recovery method only. Generally, an impaired loan may be restored to performing status only when delinquent principal and interest are brought up to date in accordance with the terms of the loan agreement and when certain performance criteria are met.
Loans held-for-sale are carried at the lower of amortized cost or market value and are included in
Other assets
. Lease financing transactions where the Group is the lessor are included in
Loans
at amounts representing the gross receivable less any unearned lease income. Lease payments received are recorded as a reduction of the gross lease receivable, and a portion is recorded as
Interest and dividend income
.
Real estate, premises and equipment
Real estate, premises and equipment are carried at cost less accumulated depreciation and are depreciated over their estimated useful life, generally 40 to 67 years. Land is carried at historical cost and is not depreciated. Alterations and improvements to rented premises are depreciated over the shorter of the lease term or estimated useful lives. Other tangible fixed assets such as computers, machinery, furnishings, vehicles and other equipment are depreciated using the straight-line method over their estimated useful life, generally three to five years.
The Group capitalizes costs relating to the acquisition, installation and development of software having a measurable economic benefit, but only if such costs are identifiable and can be reliably measured. The Group depreciates capitalized software costs on a straight-line basis over the estimated useful life of the software, generally not exceeding three years, taking into consideration the effects of obsolescence, technology, competition and other economic factors.
The Group reflects finance leasing activities for which it is the lessee by recording an asset in
Premises and equipment
, and a corresponding liability in
Other liabilities
at an amount equal to the smaller of the present value of the minimum lease payments or fair value, and the leased asset is depreciated over the shorter of the asset’s estimated useful life or the lease term.
Goodwill and other intangible assets
Goodwill
represents the excess of the purchase price of an acquired entity over the estimated fair value of its net assets acquired at the acquisition date.
Intangible assets
other than goodwill may be acquired individually or as part of a group of assets assumed in a business combination.
Intangible assets
include but are not limited to: patents, licenses, copyrights, trademarks, branch networks, mortgage servicing rights, customer base, deposit relationships, presence in the marketplace, and earnings capacity. Acquired intangible assets are initially measured based on the amount of cash disbursed or the fair value of other assets distributed. Prior to January 1, 2002,
Goodwill
and
Intangible assets
were amortized over their estimated useful lives. Effective January 1, 2002, goodwill is no longer amortized but is tested for impairment annually, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Goodwill is allocated to the Group’s reporting units for the purposes of the impairment test. Other intangible assets that have a finite useful life are amortized over that period. Other intangible assets acquired after January 1, 2002, that are determined to have an indefinite useful life, are not amortized.
Present value of future profits
The present value of future profits
(PVFP) is the actuarially determined present value of anticipated profits to be realized from life and health insurance in force at the date of the Group’s acquisition of insurance businesses. Interest accrues on the unamortized PVFP based upon the earned rate or credited rate. The PVFP asset is amortized over the years that such profits are anticipated to be received in proportion to the estimated gross margins or estimated gross profits for participating traditional life products and non-traditional life products, respectively, and over the premium paying period in proportion to premiums for other traditional life products.
Expected future profits used in determining the PVFP are based on actuarial determinations of future premium collection, mortality, morbidity, policy surrenders, operating expenses and yields on assets supporting policy liabilities, as well as other factors. The discount rate used to determine the PVFP is the rate of return required to invest in the business being acquired. Additionally, the PVFP asset is adjusted for the impact on estimated gross margins and profits of net unrealized gains and losses on securities. Amortization of PVFP is recorded in
Insurance underwriting, acquisition and administration expenses
.
Recognition of impairment losses on tangible fixed assets and other intangible assets
The Group evaluates
Premises and equipment
and
Intangible assets
for impairment losses at least annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or is greater than its fair value. An impairment loss is deemed to have occurred if the carrying value of a tangible fixed or intangible asset exceeds its implied fair value. Reversals of previously recorded impairment losses are prohibited.
In the insurance business, the PVFP asset is periodically evaluated for recoverability. If the present value of future net cash flows from the insurance business acquired is insufficient to recover the PVFP, the difference is charged to expense as a write-down of the PVFP.
Income taxes
Deferred tax assets and liabilities are recorded for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities at the balance sheet date and their respective tax bases. Deferred tax assets and liabilities are computed using currently enacted tax rates and are recorded in
Other assets
and
Other liabilities
, respectively. Deferred income tax expense or benefit is recorded in
Income tax expense/(benefit)
, except to the extent the change relates to transactions recorded directly in
Shareholders’ equity
. Deferred tax assets are reduced by a valuation allowance, if necessary, to the amount that management believes will more likely than not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates in the period in which changes are approved by the relevant authority. Deferred tax assets and liabilities are presented on a net basis for the same tax-paying component within the same tax jurisdiction.
Assets and liabilities held for separate accounts
Separate accounts include investments for the benefit of life insurance policyholders who bear the investment risk. These separate accounts are carried at fair value. Net investment income from the separate account business is included in
Other revenues
.
Provisions for future policyholder benefits, actuarial provisions for annuities, provisions for death and other benefits and loss, loss adjustment expense reserves and reinsurance reserves are recorded in
Provisions from the insurance business
.
Other assets
Other assets
include brokerage receivables, real estate and loans held-for-sale, interest and fees receivables, deferred tax assets, premiums and other receivables from agents and policyholders, deferred policy acquisition costs, reinsurance recoverables, derivative instruments used for hedging purposes, time and precious metals time accounts related to certain brokerage transactions and policy loans and other miscellaneous receivables.
Derivatives used for hedging purposes
Derivatives are carried at fair value. The fair values of derivatives held for hedging purposes are included as
Other assets
or
Other liabilities
in the consolidated balance sheet. The accounting treatment used for changes in fair value of hedging derivatives depends on the designation of the derivative as either a fair value hedge, cash flow hedge or hedge of a net investment in a foreign operation. Changes in fair value representing hedge ineffectiveness are reported in
Trading revenues
.
Refer to note 37 for further information on the derivatives used by the Group and the associated accounting method applied.
Deferred policy acquisition costs
Policy acquisition costs consist primarily of commissions, underwriting expenses and policy issuance costs. Acquisition costs that vary with and are directly related to the acquisition of insurance contracts are deferred to the extent they are deemed recoverable from future earnings. Future investment income attributable to related premiums is taken into account in measuring the recoverability of the carrying value of this asset.
Deferred policy acquisition costs on participating traditional life products are amortized over the life of the insurance contracts in proportion to the estimated gross margins. Deferred policy acquisition costs on other traditional life products are amortized over the premium paying period of the related policies in proportion to net premiums using assumptions consistent with those used in computing the provision for future policyholder benefits. Deferred policy acquisition costs on non-traditional life products are amortized over the expected life of the contracts as a constant percentage of the estimated gross profit.
The effect on the amortization of deferred policy acquisition costs for revisions to estimated gross margins or profits for all insurance contracts is reflected in the current period. The deferred policy acquisition costs asset related to participating traditional life products and non-traditional life products is adjusted for the impact on estimated gross margins or profits of net unrealized gains and losses on securities. Deferred policy acquisition costs for non-life products are amortized over the periods in which the premiums are earned. Amortization of deferred policy acquisition costs is recorded in
Insurance underwriting, acquisition and administration expenses.
Provisions from the insurance businesses
Provision for future policyholder benefits
The provision for future policyholder benefits for participating traditional life products is computed using the net level premium method, which represents the present value of future policyholder benefits less the present value of future net premiums. This method uses assumptions for mortality and interest rates that are guaranteed in the contracts or used in determining dividends.
The provision for future policyholder benefits for other traditional life products is computed using the net level premium method. The assumptions are based on the Group’s experience and industry standards, including provision for adverse deviations that were in effect as of the issue date of the contract.
The provision for future policyholder benefits for non-traditional life products is equal to the account value, which represents premiums received and the allocated investment return credited to the policy less deductions for mortality costs and expense charges.
When the provision for future policyholder benefits plus the present value of expected future gross premiums for a product are insufficient to provide for expected future benefits and expenses for the line of business, deferred policy acquisition costs are written-off to income and, if required, a premium deficiency reserve is established by a charge to income. A premium deficiency reserve is adjusted for the impact of net unrealized gains and losses.
Effective January 1, 2003, upon adoption of Statement of Position 03-1, Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts (SOP 03-1), provisions for future policyholder benefits also include liabilities for guaranteed minimum death and similar mortality and morbidity benefits related to life products, where the investment risk is borne by the policyholder, annuitization options as well as sales inducements; such liabilities are calculated based on contractual obligations using actuarial assumptions. An additional liability for annuitization benefits is accrued over the period of the contract. The liability is calculated as the difference between the present value of expected annuitization payments using the current annuity conversion rate and the expected account balance at the expected annuitization date multiplied by the proportion of assessments made to expected total assessments. Contractually agreed sales inducements to policyholders include persistency bonuses and are accrued over the period in which the insurance contract must remain in force to qualify for the inducement.
Provision for death and other benefits
Claim provisions represent amounts due on life and accident and health claims that have been incurred as of the balance sheet date but have not yet been paid. This includes claims incurred but not reported (IBNR) and claims handling expense. The interest rate used to discount future payments is impacted by the net unrealized gains and losses on securities, resulting in an adjustment to claim provisions.
Provision for future dividends to policyholders
Dividends on participating traditional life products are accrued when earned and computed in accordance with local statutory or contractual requirements. The provision for policyholder dividends also includes a deferred bonus reserve (DBR), which represents amounts that result from differences between the consolidated financial statements and the local statutory financial statements and that will reverse and enter into future policyholder dividends calculations. The calculation of the DBR reflects only the contractual or regulatory defined minimum distribution to policyholders.
The provision for policyholder dividends is adjusted for the impact of net unrealized gains and losses on securities to the extent that the policyholder will participate in such gains and losses on the basis of contractual or regulatory requirements when they are realized.
Life products, where the investment risk is borne by the policyholders
Assets and liabilities are maintained separately for non-traditional life products designed to meet specific investment objectives of policyholders. The policyholder bears the investment risk associated with the products, and investment income and investment gains and losses accrue directly to the policyholders. Assets and liabilities associated with these products are carried at fair value. Changes in the fair value of assets and liabilities are recorded in
Other revenues
. In some countries, contracts offer additional guaranteed benefits. Provisions for such guarantees are recorded in
Provisions from the insurance business
.
Provision for unpaid claims and claim adjustment expenses
Claim and claim adjustment expenses are recorded as incurred. Claim provisions comprise estimates of the unpaid portion of the reported losses and estimates of the amount of losses incurred but not yet reported to the insurer. Management periodically reviews the estimates, which may change in light of new information. Any subsequent adjustments are recorded in the period in which they are determined.
Certain claim reserves for which the payment pattern and ultimate cost are fixed and reliably determinable on an individual claim basis are discounted at the rate used for statutory accounting but not exceeding the long-term risk free rate.
Reinsurance
Reinsurance contracts that do not transfer significant insurance risk are accounted for as deposits. Gains on retroactive reinsurance ceded are deferred and amortized over the estimated remaining settlement period.
Guarantees
In cases where the Group acts as a guarantor, we recognize, at the inception of a guarantee, a liability for the fair value of the obligations undertaken in issuing such guarantee, including our ongoing obligation to perform over the term of the guarantee in the event that certain events or conditions occur.
Other liabilities
Pensions and other post-retirement benefits
The Group uses the projected unit credit actuarial method to determine the present value of its defined benefit obligations and the related current service cost and, where applicable, past service cost. The principal actuarial assumptions used are set out in note 34.
Share-based compensation
Through December 31, 2002, the Group accounted for its employee share-based compensation program under the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). Under APB 25, no compensation expense was generally recognized for share options, as they were granted at an exercise price equal to the market price of the Group’s shares on the grant date.
Effective January 1, 2003, the Group adopted, using the prospective method, the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-based Compensation (SFAS 123) as amended by SFAS No. 148, Accounting for Stock-based Compensation – Transition and Disclosure (SFAS 148). Under the prospective method, all new awards granted to employees on or after January 1, 2003, are accounted for at fair value. The fair value of share options is based on the Black-Scholes valuation model with compensation expense recognized in earnings over the required service period. Share options outstanding as of December 31, 2002, if not subsequently modified, continue to be accounted for under APB 25.
The following table presents net income and basic and diluted earnings per share as reported, and as if all outstanding awards were accounted for at fair value under SFAS 123.
Year ended December 31, in CHF m, except the per share amounts | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net income/(loss) – as reported | | 770 | | (4,448) | | (659) | |
Add:
Share-based compensation expense included
in reported net income/(loss),
net of related tax
effects |
| 740 | | 1,040 | | 1,544 | |
Deduct:
Total share-based compensation expense
determined under the fair value method
for all
awards vested during the year, net of related tax
effects |
| (761) | | (1,557) | | (2,109) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net income/(loss) – pro forma | | 749 | | (4,965) | | (1,224) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Basic earnings/(loss) per share – as reported | | 0.66 | | (3.85) | | (0.58) | |
Basic earnings/(loss) per share – pro forma | | 0.64 | | (4.30) | | (1.08) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Diluted earnings/(loss) per share – as reported | | 0.64 | | (3.85) | | (0.58) | |
Diluted earnings/(loss) per share – pro forma | | 0.62 | | (4.30) | | (1.08) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The Group had certain option plans outstanding, primarily related to the years 1999 and prior, which included either a cash settlement feature or that were linked to performance-based vesting requirements. For those plans, variable plan accounting will continue to be applied until settlement of the awards.
Own shares and own bonds
The Group may buy and sell own shares, own bonds and derivatives on own shares within its normal trading and market-making activities. In addition, the Group may hold its own shares to physically hedge commitments arising from employee share-based compensation awards. Own shares are recorded at cost and reported as treasury shares, resulting in a reduction to
Shareholders’ equity
. Derivatives on own shares are recorded as assets or liabilities. Dividends received on own shares and unrealized and realized gains and losses on own shares classified in
Shareholders’ equity
are excluded from the income statement. Purchases of own bonds are recorded as an extinguishment of debt.
Commissions and fees
Fee revenue is recognized when all of the following criteria have been met: persuasive evidence of an agreement exists, services have been rendered, the price is fixed or determinable and collectibility is reasonably assured. Commissions and fees earned for investment and portfolio management, customer trading and custody services are recognized over the period that the related service is provided, generally on a trade-date basis. Revenues from underwriting and fees from mergers and acquisitions and other corporate finance advisory services are recorded at the time when the underlying transactions are substantially completed, as long as there are no other contingencies associated with the fees. Transaction-related expenses are deferred until the related revenue is recognized.
Insurance premiums earned, net and related expenses
Premiums from traditional life products, both participating and non-participating, are recognized as revenue when due from the policyholder. Profit for contracts with a limited number of premium payments is deferred and recognized over the period for which coverage is provided.
Premiums from non-traditional life products are recognized as revenue when due from the policyholder. For contracts with front-end fees, any excess front-end fees are deferred and recognized in proportion to the estimated gross profits. These deferred fees are adjusted for the impact on estimated gross profits of net unrealized gains and losses on securities. Premiums from non-life products are recorded at inception of the contract and are earned primarily on a pro-rata basis over the term of the related policy coverage with the unearned portion being deferred in the balance sheet as unearned premiums.
Premiums from the separate accounts business and premiums for non-traditional life products are not reported as insurance premiums but rather represent amounts assessed against the policyholder and are recorded in
Other revenues
. Claims and dividends to policyholders incurred are recorded in
Policyholder benefits, claims and dividends
.
2 Recently issued accounting standards
Recently adopted standards
In December 2003, the FASB revised SFAS No. 132, Employers’ Disclosures about Pensions and Other Postretirement Benefits (SFAS 132R). The new disclosure requirements apply to the Group’s domestic (Swiss) plans for 2003. SFAS 132R retained the disclosure requirements from the original statement and requires additional disclosures. SFAS 132R is effective for financial statements with fiscal years ending after December 15, 2003, and the interim disclosures are required for periods beginning after December 15, 2003. The Group has adopted the new disclosure requirements of SFAS 132R. See note 33 for additional information.
In November 2003, the Emerging Issues Task Force reached a consensus on certain additional quantitative and qualitative disclosure requirements in connection with its deliberations of Issue 03-1, The Meaning of Other-than-Temporary Impairment and Its Application to Certain Investments, which also discussed the impairment model for available-for-sale and held-to-maturity securities under SFAS No. 115 (EITF 03-1). The Group has adopted the new disclosure requirements of EITF 03-1.
In July 2003, the Accounting Standards Executive Committee (AcSEC) of the American Institute of Certified Public Accountants (AICPA) issued SOP 03-1, Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts. The most significant accounting implications of SOP 03-1 for the Group are as follows: (1) for contracts containing an annuitization benefit option contract feature, an additional liability is established, if a provision for such a contract feature is not required under other applicable accounting standards and if the present value of expected annuitization payments at the expected annuitization date exceeds the expected account balance at the expected annuitization date; (2) reporting and measuring assets and liabilities of separate account products as general account assets and liabilities, when specified criteria are not met; (3) reporting and measuring seed money in separate accounts as general account assets based on the insurer’s proportionate beneficial interest in the separate account’s underlying assets; (4) capitalizing sales inducements that meet specified criteria and amortizing such amounts over the life of the contracts using the same methodology as used for amortizing deferred acquisition costs, but immediately expensing those sales inducements accrued or credited if such criteria are not met; (5) recognizing contract holder liabilities for persistency bonuses and other sales inducements; and (6) establishing an additional liability for guaranteed minimum death and similar mortality and morbidity benefits only for contracts determined to have mortality and morbidity risk that is other than nominal and when the risk charges made for a period are not proportionate to the risk borne during that period. The Group has early adopted SOP 03-1 retroactively as of January 1, 2003. The effect of initially adopting SOP 03-1 is reported as a cumulative effect of a change in accounting principle in the 2003 results of operations in the amount of CHF 529 million, net of taxes. This charge is caused primarily by the impact of establishing additional liabilities for certain group pension and individual life insurance contracts with annuitization options, reclassifying certain separate account assets to the general account and applying the respective valuation principles, establishing liabilities for sales inducements and increasing reserves for guaranteed minimum death benefits.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS 150). SFAS 150 establishes standards for an issuer’s classification of certain financial instruments that have both liability and equity characteristics and imposes additional disclosure requirements. Effective September 30, 2003, the Group adopted SFAS 150 for financial instruments entered into or modified after May 31, 2003. The adoption of SFAS 150 did not have a material impact on the Group’s financial position, results of operations or cash flows.
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (SFAS 149), which amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133, Accounting for Derivatives and Hedging Activities (SFAS 133). Specifically, SFAS 149 clarifies under which circumstances a contract with an initial net investment meets the characteristic of a derivative and when a derivative contains a financing component that warrants special reporting in the consolidated statement of cash flows. Certain derivative instruments entered into or modified after June 30, 2003, and that the Group has determined to contain a financing element at inception and where the Group is deemed the borrower, are now included as a separate component within
Cash flows from financing activities
. Prior to July 1, 2003, these derivative instruments were included within
Cash flows from operating activities.
The adoption of SFAS 149 did not have a material impact on the Group’s financial position, results of operations or cash flows.
In January 2003, the FASB issued FIN 46, which requires the Group to consolidate all VIEs for which it is the primary beneficiary, defined as the entity that will absorb a majority of expected losses, receive a majority of the expected residual returns, or both. In December 2003, the FASB modified FIN 46, through the issuance of FIN 46R, to provide companies with the option of deferring the adoption of FIN 46 to periods ending after March 15, 2004, for certain VIEs. As of December 31, 2003, with the exception of certain private equity investment companies, mutual funds and VIE counterparties to certain derivatives transactions that were subject to deferral, the Group consolidated all VIEs under FIN 46 for which it is the primary beneficiary. The cumulative effect of the Group’s adoption of FIN 46 was an after-tax loss of CHF 15 million reported separately in the Consolidated statement of income as the
Cumulative effect of accounting changes, net of tax
. The cumulative effect was determined by recording the assets, liabilities and non-controlling interests in the VIE at their carrying amounts as of the date of consolidation. The difference between the net amount added to the consolidated statement of financial condition and the amount of previously recognized interest represents the cumulative effect. As a result of the adoption of FIN 46R as of March 31, 2004, the Group consolidated certain private equity funds with third party and employee investors, resulting in an increase in assets and liabilities of CHF 1.5 billion. The impact on net income was neutral due to offsetting minority interests. In addition, the Group deconsolidated certain entities that issue redeemable preferred securities as of March 31, 2004, which is discussed in note 29. See note 40 for additional information regarding VIEs.
In November 2002, the FASB issued FIN No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others – an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34 (FIN 45). FIN 45 requires certain disclosures to be made by a guarantor in its financial statements for periods ending after December 15, 2002, about its obligations under certain guarantees it has issued. It also requires a guarantor to recognize, at the inception of a guarantee issued or amended after December 31, 2002, a liability for the fair value of the obligation undertaken in issuing the guarantee. The adoption of FIN 45 did not have a material impact on the Group’s financial position, results of operations or cash flows. See note 38 for more information on the Group’s guarantees under FIN 45.
In November 2002, the EITF released Issue No. 02-3, Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities (EITF 02-3). In EITF 02-3 the FASB staff clarified that, in the absence of (a) quoted market prices in an active market, (b) observable prices of other current market transactions or (c) other observable data supporting a valuation technique, the transaction price represents the best information available with which to estimate fair value at the inception of the arrangement for all derivatives. The adoption of EITF 02-3 did not have a material impact on the Group’s financial position, results of operations or cash flows.
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146), which requires companies to recognize costs associated with exit or disposal activities when they are incurred, rather than at the date of a commitment to an exit or disposal plan. In addition, SFAS 146 requires that the liability be measured at fair value and be adjusted for changes in estimated cash flows. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operations, a plant closing or other exit or disposal activity. The adoption of SFAS 146 did not have a material impact on the Group’s financial position, results of operations or cash flows.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections (SFAS 145). SFAS 145 rescinds SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt (SFAS 4) and an amendment of that statement, SFAS No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements (SFAS 64). SFAS 145 also amends SFAS No. 13, Accounting for Leases (SFAS 13), to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. The statement became effective for fiscal year 2003. The adoption of SFAS 145 did not have a material impact on the Group’s financial position, results of operations or cash flows.
In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). The Group adopted the standard on January 1, 2002. SFAS 144 requires all long-lived assets to be disposed of and discontinued operations to be measured at the lower of the carrying amount or fair value less costs to sell. SFAS 144 establishes additional criteria for determining when a long-lived asset is held-for-sale. It also broadens the definition of discontinued operations but does not allow for the accrual of future operating losses, as was previously permitted. Other than the presentation of discontinued operations in the statement of income, and the classification of related assets and liabilities as held-for-sale on the consolidated balance sheets, the adoption of SFAS 144 did not have a material impact on the Group’s consolidated financial position, results of operations or cash flows.
In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations (SFAS 143), which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred and that the associated asset retirement costs be capitalized as part of the carrying amount of the long-lived asset. The statement became effective for fiscal years beginning after June 15, 2002. The adoption of SFAS 143 did not have a material impact on the Group’s financial position, results of operations or cash flows.
Effective July 1, 2001, the Group adopted the provisions of SFAS No. 141, Business Combinations (SFAS 141) and certain provisions of SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142), as required for goodwill and indefinite-lived intangible assets resulting from business combinations consummated after June 30, 2001. SFAS 141 requires that all business combinations consummated after June 30, 2001, be accounted for using the purchase method. Effective January 1, 2002, the Group adopted the remaining provisions of SFAS 142 under which goodwill and indefinite-lived intangible assets are no longer amortized but are subject to impairment tests, at least annually. The Group completed the required transitional impairment test of goodwill and indefinite-lived intangible assets as of January 1, 2002, and determined that there was no impairment of goodwill or intangible assets and no effect on the Group’s consolidated financial condition or results of operations as of January 1, 2002. Additionally, upon adoption, the Group reclassified certain intangible assets as follows: CHF 1,946 million from finite lived intangibles to goodwill and CHF 71 million from goodwill to finite-lived intangibles. See notes 16 and 17 for additional information on goodwill and identifiable intangible assets.
Standards to be adopted in future periods
In January 2004, the FASB issued FASB Staff Position (FSP) 106-1, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act (the Act) (FSP 106-1). The Act became law in December 2003 and introduced both a Medicare prescription drug benefit and a federal subsidy to sponsors of retiree health-care plans that provide a benefit that is at least actuarially equivalent to the Medicare benefit. FSP 106-1 allows companies with postretirement health-care plans that provide a prescription drug benefit to defer recognition of the prescription drug provisions of the Act. The deferral election suspends the application of the measurement and the disclosure requirements of SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other than Pensions (SFAS 106) until authoritative guidance is issued. The Group has elected to defer the accounting for the Act until the FASB issues further guidance in final form. The adoption of FSP 106-1 is not expected to have a material impact on the Group’s financial position, results of operations or cash flows.
In December 2003, the AICPA issued SOP 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer (SOP 03-3). SOP 03-3 provides guidance on the accounting for differences between contractual and expected cash flows from the purchaser’s initial investment in loans or debt securities acquired in a transfer, if those differences are attributable, at least in part, to credit quality. Among other things, SOP 03-3: (1) prohibits the recognition of the excess of contractual cash flows as an adjustment of yield, loss accrual or valuation allowance at the time of purchase; (2) requires that subsequent increases in expected cash flows be recognized prospectively through an adjustment of yield; and (3) requires that subsequent decreases in expected cash flows be recognized as an impairment. In addition, SOP 03-3 prohibits the creation or carrying over of a valuation allowance in the initial accounting of all loans within its scope that are acquired in a transfer. SOP 03-3 becomes effective for loans or debt securities acquired in fiscal years beginning after December 15, 2004. The adoption of SOP 03-3 is not expected to have a material impact on the Group’s financial position, results of operations or cash flows.
3 Business developments and subsequent events
The Group’s significant divestitures and acquisitions for the years ended December 31, 2003, 2002 and 2001 are discussed below.
Divestitures
Effective September 1, 2003, the Group finalized the sale of Churchill Insurance Group, plc (Churchill), its UK non-life insurance operations, to the Royal Bank of Scotland. Cash consideration of CHF 2.4 billion was received. In connection with this transaction, the Group recorded a pre-tax loss of CHF 291 million.
Effective August 27, 2003, the Group finalized the sale of Republic Financial Services, Inc. formerly part of Winterthur’s US non-life insurance operations, to an American investor group led by Wand Partners Inc. The sale price was CHF 167 million. In connection with this transaction, the Group recorded a pre-tax loss of CHF 125 million.
Effective August 26, 2003, the Group finalized the sale of Winterthur Italia Holding S.p.A., Winterthur Assicurazioni S.p.A. and Winterthur Vita S.p.A., its Italian insurance operations, to Unipol Assicurazioni SpA. The sale price was CHF 2.3 billion. In connection with this transaction, the Group recorded a pre-tax gain of CHF 190 million.
Effective May 1, 2003, the Group sold CSFB’s clearing and execution platform, Pershing LLC, to The Bank of New York Company, Inc. for CHF 2.7 billion in cash, the repayment of a CHF 653 million subordinated loan and a contingent payment of up to CHF 68 million based on future performance. In connection with this transaction, the Group recorded a pre-tax loss of CHF 275 million, of which CHF 246 million is included as of December 2002.
Effective January 1, 2002, the Group sold Winterthur Versicherungs AG, Winterthur Pensionskassen AG und Wintisa Management and Consulting AG, its insurance and pension fund business in Austria, to Zürich Kosmos Versicherungs AG, a subsidiary of Zurich Financial Services Group. Both parties to the transaction agreed not to disclose the price and conditions of the sale. In connection with this transaction, the Group recorded a pre-tax loss of CHF 185 million.
Effective January 1, 2002, the Group transferred the insurance operations and certain assets and liabilities of Winterthur Assurances, Paris, and Winterthur Vie, Paris, France, to Mutuelles du Mans Assurances. Both parties to the transaction agreed not to disclose the price and conditions of the sale. In connection with this transaction, the Group recorded a pre-tax loss of CHF 32 million.
The Group sold Winterthur’s large corporate risks insurance operations (Winterthur International) to XL Capital Ltd in 2001 for an initial cash consideration of CHF 730 million. The sale price was subject to final determination and in December 2003, agreement was reached with XL Capital Ltd on the final sale price, which resulted in the return of CHF 93 million of the purchase price to XL and an overall loss on the sale of CHF 50 million. The sale is subject to additional indemnification provisions, which are described in the paragraphs on indemnification in this note.
Acquisitions
On September 17, 2002, the Group acquired 100% of the shares of Premier Life Ltd., Luxembourg, and the portfolio of Premier Life Ltd., Bermuda, for a purchase price of CHF 30 million and CHF 14 million, respectively. The Luxembourg acquisition was accounted for under the purchase method of accounting and, accordingly, the results of operations were included in the consolidated financial statements for the first time in the fourth quarter of 2002. The total goodwill was CHF 9 million. The portfolio in Bermuda was also accounted for as a purchase and first included in the results of operations in the third quarter of 2002.
On December 7, 2001, the Group acquired SLC Asset Management Limited, SLC Pooled Pensions Limited and Sun Life of Canada Unit Managers Limited, the principal UK asset management subsidiaries of global insurer Sun Life Financial Services of Canada Inc., for a purchase price of CHF 287 million. The companies are asset management companies with contracts for management of the insurance assets (including property) of their former affiliate Sun Life Assurance Company of Canada (UK) Limited and third-party institutional and retail funds. This acquisition was accounted for under the purchase method of accounting and, accordingly, the results of operations beginning December 7, 2001, have been included in the accompanying consolidated financial statements. The total goodwill was CHF 250 million.
On September 30, 2001, the Group acquired the non-life insurance activities of Commercial General Union in Belgium. The purchase price was CHF 175 million and the total goodwill was CHF 241 million. This acquisition was accounted for under the purchase method of accounting and, accordingly, the results of operations of Commercial General Union in Belgium beginning September 30, 2001, have been included in the accompanying consolidated financial statements.
On April 4, 2001, the Group acquired the Czech pension fund, Vojensky Otevreny Penzijni Fond (VOPF) for a purchase price of CHF 125 million. The Group acquired 93.28% of total capital on January 18, 2001, and 6.66% of total capital on May 9, 2001. This acquisition was accounted for under the purchase method of accounting and, accordingly, the results of operations of VOPF beginning April 1, 2001, have been included in the accompanying consolidated financial statements. The total goodwill was CHF 104 million.
On February 7, 2001, the Group acquired JO Hambro Investment Management Ltd., an investment company targeting high-net-worth individuals, for CHF 229 million payable in a combination of cash and securities. This acquisition was accounted for under the purchase method of accounting and, accordingly, the results of operations of JO Hambro Investment Management Limited beginning February 7, 2001, have been included in the accompanying consolidated financial statements. The total goodwill was CHF 208 million.
Indemnification
In connection with the sale of assets or businesses, the Group sometimes provides the acquiror with certain indemnification provisions. These indemnification provisions vary by counterparty in scope and duration and depend upon the type of assets or businesses sold. These indemnification provisions generally shift the potential risk of certain unquantifiable and unknowable loss contingencies (e.g. relating to litigation, tax, intellectual property matters and adequacy of claims reserves) from the acquirer to the seller. The Group closely monitors all such contractual agreements to ensure that indemnification provisions are adequately provided for in the Group’s financial statements. These indemnification provisions, sales price adjustments and the cost of reinsurance protection for risk retained resulted in charges to the statement of income of CHF 341 million, CHF 93 million and CHF 87 million in the years ended December 31, 2003, 2002 and 2001, respectively. Contingencies with respect to significant indemnification provisions provided by the Group are discussed below.
In accordance with the terms of the Sale and Purchase Agreement (SPA) for Winterthur International, the Group is required to participate with the purchaser in a review for any adverse development of loss and unearned premium reserves during a three year post-completion seasoning period, which expires on June 30, 2004. This seasoning process may result in a balancing payment being due to the purchaser. The current provision for this sale related contingency is based on an estimate prepared by an external independent actuary, which was performed based upon data provided by the purchaser as of December 31, 2002. The Group has not received sufficient additional data related to developments subsequent to December 31, 2002 to update its current estimate of the sale related contingency. The Group expects to receive updated data from the purchaser in the third quarter of 2004, in connection with the settlement of the reserve seasoning; the evaluation of such data could result in an increase in the reserves for the Winterthur International sales related contingencies, and the amount of such a change could be significant. The eventual settlement of the reserve seasoning will be determined with the assistance of an independent actuary should the Group and the purchaser disagree on the final amount due under the SPA.
The Group also entered into a profit and loss sharing agreement with the purchaser of Churchill. In accordance with the terms of the SPA for Churchill, the Group is required to reimburse the purchaser for a proportion of any losses in one line of business of a subsidiary of Churchill. Profits in this one line of business are shared under similar terms. The amount payable or receivable under the provisions of the Churchill SPA is determined based primarily on actuarial valuations, which are updated and settled quarterly, with an independent actuarial valuation of the provisions being performed twice each year.
Subsequent events
On March 29, 2004, the Group announced the sale of its French subsidiary Rhodia Assurances S.A. to April Group. The transaction is subject to regulatory approval. Both parties to the transaction agreed not to disclose the price and conditions of the sale. Following the sale of Rhodia Assurances S.A., Winterthur Group will no longer have a presence in the French market.
On March 24, 2004, the Swiss government passed amendments to the Life Insurance Ordinance that provide for a mandatory allocation of profits from the regulated employee benefit business in Switzerland to be provided to policyholders. The amended ordinance requires that subject to the level of the investment result of the employee benefit business, a minimum of 90% of gross contributions or, in certain cases, 90% of net contributions be distributed to policyholders (the legal quote). This legislation impacts the determination of the provision for future dividends to policyholders in the Life & Pensions segment of the Group. In addition to the ongoing allocation to policyholders in respect of this business, initial provisions reflecting this legislation were recorded in the first quarter of 2004 and amounted to CHF 117 million, with an after-tax impact of CHF 91 million.
On February 3, 2004, the Group entered into an agreement to sell General de Valores Y Cambios, one of its brokerage businesses. The parties have agreed not to disclose the terms of the transaction, which has already obtained all relevant regulatory approvals.
4 Discontinued operations
In accordance with SFAS 144, the results of operations of entities disposed of or classified as held-for-sale were reported as
Discontinued operations
in the statement of income for all years presented.
The Group presents the assets and liabilities of entities classified as held-for-sale as
Discontinued operations – assets
and
Discontinued operations – liabilities
, respectively in the consolidated balance sheets. Assets and liabilities are reclassified as held-for-sale in the period in which the disposal determination is made and prior periods are not reclassified.
As of December 31, 2003 and 2002, assets held-for-sale related to discontinued operations were CHF 0 million and CHF 19,040 million, respectively, and liabilities held-for-sale related to discontinued operations were CHF 24 million and CHF 16,441 million, respectively.
The following table summarizes the results of discontinued operations, including gains and losses on sales:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total revenues | | 5,290 | | 7,729 | | 7,751 | |
Total expenses | | (5,278) | 1) | (7,650) | | (7,626) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Income/(loss) before taxes from discontinued operations | | 12 | | 79 | | 125 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Gain/(loss) on disposal of stock | | (234) | | (526) | | 0 | |
Income tax expense | | 124 | | 0 | | 3 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Income/(loss) from discontinued operations, net | | (346) | | (447) | | 122 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) Including charges from indemnification provisions. |
5 Segment information
Overview
Credit Suisse Group is a global financial services company, with head office in Zurich, Switzerland. The activities of Credit Suisse Group are structured into two main business units and the Corporate Center. The business units are further broken down into six operating segments identified below. The Corporate Center performs typical parent company functions such as internal audit, group communications, accounting and financial reporting, tax, investor relations, capital and liquidity management, corporate development, legal and compliance and risk management. The Corporate Center accounts include parent company operations, certain centrally managed investments and functions. Corporate Center costs and revenues attributable to operating businesses have been allocated to the respective segments. The Corporate Center accounts also include expenses for projects sponsored by the Group, as well as consolidation adjustments. As of December 31, 2003, the Group’s reportable operating segments were as discussed below.
The Credit Suisse Financial Services business unit consists of four segments:
-
Private Banking
, providing wealth management services for high-net-worth clients around the world;
-
Corporate & Retail Banking
, serving corporate and retail banking clients in Switzerland;
-
Life & Pensions
, providing insurance and pension solutions to private and corporate clients in Europe and selected Asian markets; and
-
Insurance
, providing non-life insurance to private and corporate customers predominantly in Europe and the United States.
The Credit Suisse First Boston business unit consists of two segments:
-
Institutional Securities
, providing securities underwriting, financial advisory services, capital raising services and sales and trading products worldwide; and
-
CSFB Financial Services
, providing asset management products and financial and advisory services to institutional and private clients.
On January 1, 2004, Credit Suisse Group changed its primary accounting standard to US GAAP. For the year ended December 31, 2003, the business was managed on the basis of financial information prepared in accordance with Swiss GAAP. The consolidated results of Credit Suisse Group are discussed below on a US GAAP basis. As required by US GAAP, the segment results are presented and discussed on the basis of the management reporting principles applied in 2003, which were based on Swiss GAAP. Our consolidated results include a discussion of the principal reconciling items between segment reporting under our management reporting basis and the consolidated financial statements prepared in accordance with US GAAP.
In our previously published financial statements for 2003, 2002 and 2001 under Swiss GAAP, certain acquisition-related costs, exceptional items, cumulative effect of accounting changes and minority interests were shown only in the consolidated financial statements and the results for our two business units. For purposes of the 2003 US GAAP financial statements and this discussion, these items have been allocated to the segments to which they relate and, accordingly, we have not presented the separate aggregation of the results of our two business units. Prior period segment results have been reclassified to conform to the current presentation.
A reconciliation of
net revenues
,
net income
and
total assets
of the Group’s operating segments and the Corporate Center under the Group’s management reporting basis to the consolidated financial statements prepared in accordance with US GAAP is provided below, including a description of the primary net revenue reclassification adjustments and the primary valuation and income recognition adjustments.
Adjustments to
net revenues
include various classification differences between
operating income
at the segment level and
net revenues
in the consolidated statements of income. The primary reclassifications included in the adjustments to
net revenues
relate to the classification of
Policyholder benefits, claims and dividends
and certain realized gains/(losses) from divestitures and are discussed below.
The primary valuation and income recognition differences resulting in adjustments between
net revenues
and
net income
for segment reporting and the consolidated statements of income are discussed below and include adjustments resulting from the accounting for the business combination with “Winterthur” Swiss Insurance Company, other business combinations and disposals, adjustments resulting from the accounting for insurance liabilities, derivatives, general provisions and other adjustments.
Segment reporting
Inter-segment revenue sharing and cost allocation
Responsibility for each of our products is allocated to one of the segments. In cases where one segment contributes to the performance of another, revenue sharing agreements are in place to compensate for such efforts. These agreements are negotiated periodically by the relevant segments on a product-by-product basis. Allocated revenues are added to, or deducted from, the revenue line item of the respective segments. Certain administrative, processing and information technology services may be based in one segment but shared by other segments. The segment supplying the service receives compensation from the recipient segment on the basis of service level agreements and transfer payments. Service level agreements are negotiated periodically by the relevant segments with regard to each individual product or service. The costs of shared services and their related allocations are added to, or deducted from,
Other operating expenses
for the respective segments. The aim of the revenue sharing and cost allocation agreements is to reflect the pricing structure of unrelated third-party transactions, although this is not achieved in all cases.
Valuation adjustments, provisions and losses
Provisions for credit risk at the banking segments within Credit Suisse Financial Services are generally based on expected credit losses, which are determined according to a statistical model derived from historical losses. Management believes that the statistical model provides a long-term view of credit loss experience. In any year, statistically determined provisions may be higher or lower than the actual credit experience relating to the credit risks covered by this model, depending on the economic environment, interest rates and other factors. The banking segments within Credit Suisse Financial Services reflect an expense item in the amount of the statistically determined expected credit losses. On a consolidated basis,
Valuation adjustments, provisions and losses
in the income statement reflect actual credit provisions for the year. Non-credit-related losses and counterparty defaults other than those relating to the lending business are not covered by the statistical model. Provisions for these losses and defaults are based on actual experience and are recorded at the relevant segment. Effective January 1, 2002, while the banking segments within Credit Suisse Financial Services continue to record an expense item for statistically determined expected credit provisions, the segments within Credit Suisse First Boston record credit provisions based on actual experience.
Taxes
Taxes are calculated individually for each segment on the basis of average tax rates across its various geographic markets, as if the segment operated on a stand-alone basis. The difference between these average tax rates and our actual consolidated tax expense results in an adjustment to taxes at the Corporate Center.
The following tables present the results of the Group’s operating segments and the Corporate Center:
Private Banking | | | |
| | | | | | | |
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating income | | 5,921 | | 6,071 | | 6,998 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Personnel expenses | | 2,193 | | 2,311 | | 2,394 | |
Other operating expenses | | 1,130 | | 1,370 | | 1,405 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating expenses | | 3,323 | | 3,681 | | 3,799 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Gross operating profit | | 2,598 | | 2,390 | | 3,199 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Depreciation of non-current assets | | 218 | | 285 | | 205 | |
Amortization of acquired intangible assets and goodwill | | 29 | | 110 | | 31 | |
Valuation adjustments, provisions and losses | | 69 | | 78 | | 55 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Profit before extraordinary items, cumulative effect of change in accounting principle and taxes | | 2,282 | | 1,917 | | 2,908 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Extraordinary income/(expenses), net | | 125 | | 44 | | 12 | |
Cumulative effect of change in accounting principle | | 0 | | 64 | | 0 | |
Taxes | | (522) | | (494) | | (640) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net profit before minority interests | | 1,885 | | 1,531 | | 2,280 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Minority interests | | (15) | | (15) | | (20) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Segment result | | 1,870 | | 1,516 | | 2,260 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Corporate & Retail Banking | | | |
| | | | | | | |
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating income | | 3,131 | | 3,147 | | 3,159 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Personnel expenses | | 1,242 | | 1,250 | | 1,324 | |
Other operating expenses | | 755 | | 943 | | 902 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating expenses | | 1,997 | | 2,193 | | 2,226 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Gross operating profit | | 1,134 | | 954 | | 933 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Depreciation of non-current assets | | 106 | | 108 | | 100 | |
Amortization of acquired intangible assets and goodwill | | 11 | | 23 | | 12 | |
Valuation adjustments, provisions and losses | | 305 | | 312 | | 328 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Profit before extraordinary items, cumulative effect of change in accounting principle and taxes | | 712 | | 511 | | 493 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Extraordinary income/(expenses), net | | 2 | | 4 | | 13 | |
Cumulative effect of change in accounting principle | | 1 | | 2 | | 0 | |
Taxes | | (158) | | (122) | | (120) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net profit before minority interests | | 557 | | 395 | | 386 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Minority interests | | (3) | | (1) | | (1) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Segment result | | 554 | | 394 | | 385 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Life & Pensions | | | |
| | | | | | | |
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating income | | 1,451 | | 1,349 | | 2,503 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Personnel expenses | | 732 | | 931 | | 749 | |
Other operating expenses | | 490 | | 563 | | 671 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating expenses | | 1,222 | | 1,494 | | 1,420 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Gross operating profit/(loss) | | 229 | | (145) | | 1,083 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Depreciation of non-current assets | | 470 | | 469 | | 350 | |
Amortization of acquired intangible assets and goodwill | | 30 | | 29 | | 43 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Profit/(loss) before, cumulative effect of change in accounting principle and taxes | | (271) | | (643) | | 690 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Cumulative effect of change in accounting principle | | 0 | | 72 | | 0 | |
Taxes | | 719 | | (786) | | (153) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net profit/(loss) before minority interests | | 448 | | (1,357) | | 537 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Minority interests | | 27 | | 50 | | (2) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Segment result | | 475 | | (1,307) | | 535 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Insurance | | | |
| | | | | | | |
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating income | | 3,389 | | 1,585 | | 3,236 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Personnel expenses | | 1,267 | | 1,502 | | 1,388 | |
Other operating expenses | | 692 | | 787 | | 873 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating expenses | | 1,959 | | 2,289 | | 2,261 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Gross operating profit/(loss) | | 1,430 | | (704) | | 975 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Depreciation of non-current assets | | 178 | | 189 | | 169 | |
Amortization of acquired intangible assets and goodwill | | 32 | | 36 | | 30 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Profit/(loss) before, cumulative effect of change in accounting principle and taxes | | 1,220 | | (929) | | 776 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Cumulative effect of change in accounting principle | | 0 | | 128 | | 0 | |
Taxes | | 38 | | (99) | | (224) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net profit/(loss) before minority interests | | 1,258 | | (900) | | 552 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Minority interests | | 5 | | 117 | | (46) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Segment result | | 1,263 | | (783) | | 506 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Institutional Securities | | | |
| | | | | | | |
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating income | | 12,766 | | 14,479 | | 20,097 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Personnel expenses | | 6,885 | | 8,742 | | 13,201 | |
Other operating expenses | | 2,999 | | 3,690 | | 5,007 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating expenses | | 9,884 | | 12,432 | | 18,208 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Gross operating profit | | 2,882 | | 2,047 | | 1,889 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Depreciation of non-current assets | | 514 | | 609 | | 779 | |
Amortization of acquired intangible assets and goodwill | | 669 | | 766 | | 825 | |
Valuation adjustments, provisions and losses | | 363 | | 3,579 | | 1,859 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Profit/(loss) before extraordinary items, cumulative effect of change in accounting principle and taxes | | 1,336 | | (2,907) | | (1,574) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Extraordinary income/(expenses), net | | 34 | | 379 | | (1) | |
Cumulative effect of change in accounting principle | | 318 | | 246 | | 0 | |
Taxes | | (430) | | 993 | | 210 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net profit/(loss) before minority interests | | 1,258 | | (1,289) | | (1,365) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Minority interests | | 0 | | 0 | | (1) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Segment result | | 1,258 | | (1,289) | | (1,366) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
CSFB Financial Services | | | |
| | | | | | | |
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating income | | 1,524 | | 3,050 | | 3,790 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Personnel expenses | | 862 | | 1,640 | | 2,136 | |
Other operating expenses | | 435 | | 935 | | 1,308 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating expenses | | 1,297 | | 2,575 | | 3,444 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Gross operating profit | | 227 | | 475 | | 346 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Depreciation of non-current assets | | 37 | | 142 | | 178 | |
Amortization of acquired intangible assets and goodwill | | 421 | | 537 | | 630 | |
Valuation adjustments, provisions and losses | | 35 | | 23 | | 79 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Profit/(loss) before extraordinary items, cumulative effect of change in accounting principle and taxes | | (266) | | (227) | | (541) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Extraordinary income/(expenses), net | | 134 | | (134) | | (14) | |
Cumulative effect of change in accounting principle | | 0 | | 8 | | 0 | |
Taxes | | 48 | | (194) | | 438 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Segment result | | (84) | | (547) | | (117) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Corporate Center | | | |
| | | | | | | |
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating income | | (88) | | (966) | | (116) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Personnel expenses | | 237 | | 176 | | 109 | |
Other operating expenses | | (246) | | (423) | | (288) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating expenses | | (9) | | (247) | | (179) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Gross operating profit/(loss) | | (79) | | (719) | | 63 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Depreciation of non-current assets | | 364 | | 371 | | 405 | |
Amortization of acquired intangible assets and goodwill | | (5) | | (2) | | (8) | |
Valuation adjustments, provisions and losses | | 7 | | 318 | | 55 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Profit/(loss) before extraordinary items, cumulative effect of change in accounting principle and taxes | | (445) | | (1,406) | | (389) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Extraordinary income/(expenses), net | | 100 | | 182 | | (8) | |
Taxes | | 131 | | 77 | | (56) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net profit/(loss) before minority interests | | (214) | | (1,147) | | (453) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Minority interests | | (61) | | (55) | | (6) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Segment result | | (275) | | (1,202) | | (459) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Reconciliation of segment reporting in accordance with management reporting principles to consolidated reporting in accordance with US GAAP
As noted above, effective January 1, 2004 the Group adopted US GAAP as its primary accounting standard, and the Group’s consolidated results are presented in this Form 20-F on a US GAAP basis. US GAAP, however, requires the Group to present its segment results on the basis of the management reporting principles used in 2003, which were based on Swiss GAAP.
The following tables provide a reconciliation of
net revenues
,
net income
and
total assets
of the Group’s operating segments and the Corporate Center under the Group’s management reporting principles to the consolidated financial statements prepared in accordance with US GAAP:
| | Net revenues 1) | | | Net income/(loss) 2) | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | | 2003 | | 2002 | | 2001 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Private Banking | | 5,921 | | 6,071 | | 6,998 | | 1,870 | | 1,516 | | 2,260 | |
Corporate & Retail Banking | | 3,131 | | 3,147 | | 3,159 | | 554 | | 394 | | 385 | |
Life & Pensions | | 1,451 | | 1,349 | | 2,503 | | 475 | | (1,307) | | 535 | |
Insurance | | 3,389 | | 1,585 | | 3,236 | | 1,263 | | (783) | | 506 | |
Institutional Securities | | 12,766 | | 14,479 | | 20,097 | | 1,258 | | (1,289) | | (1,366) | |
CSFB Financial Services | | 1,524 | | 3,050 | | 3,790 | | (84) | | (547) | | (117) | |
Corporate Center | | (88) | | (966) | | (116) | | (275) | | (1,202) | | (459) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total segment reporting | | 28,094 | | 28,715 | | 39,667 | | 5,061 | | (3,218) | | 1,744 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Adjustments | | 23,412 | | 18,671 | | 20,507 | | (4,291) | | (1,230) | | (2,403) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Credit Suisse Group | | 51,506 | | 47,386 | | 60,174 | | 770 | | (4,448) | | (659) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
1) Corresponds to operating income in the segment income statements. |
2) Corresponds to segment results in the segment income statements. |
| | Total assets | |
| | | | | |
| | | | | |
| | | | | |
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Private Banking | | 178,533 | | 171,126 | |
Corporate & Retail Banking | | 96,252 | | 94,757 | |
Winterthur (Life & Pensions/Insurance) 1) | | 160,751 | | 165,606 | |
Institutional Securities | | 588,783 | | 573,628 | |
CSFB Financial Services | | 17,118 | | 31,811 | |
Corporate Center | | (79,273) | | (81,272) | |
| | | | | |
| | | | | |
| | | | | |
Total segment reporting | | 962,164 | | 955,656 | |
| | | | | |
| | | | | |
| | | | | |
Adjustments | | 42,144 | | 71,502 | |
| | | | | |
| | | | | |
| | | | | |
Credit Suisse Group | | 1,004,308 | | 1,027,158 | |
| | | | | |
| | | | | |
| | | | | |
1) Split by segments for total assets not available. |
The following discussion describes the significant adjustments to
net revenues
,
net income
and
total assets
of the Group’s operating segments and the Corporate Center under the management reporting principles to the consolidated financial statements prepared in accordance with US GAAP.
Net revenue reclassification adjustments
Adjustments to
net revenues
include various classification differences between
operating income
at the segment level and
net revenues
in the consolidated statements of income. The primary reclassifications included in the adjustments to
net revenues
are discussed below.
Reclassifications relating to the Life & Pensions and Insurance segments include:
-
Reclassification of CHF 24.3 billion, CHF 24.2 billion and CHF 25.9 billion for the years ended December 31, 2003, 2002 and 2001, respectively, of policyholder benefits, claims and dividends, which are netted against operating income at the segment level but are presented gross in the consolidated statements of income.
-
Reclassification of CHF 1.1 billion, CHF –0.1 billion and CHF –0.2 billion for the years ended December 31, 2003, 2002 and 2001, respectively, of realized gains/(losses) from divestitures, which are included in operating income at the segment level but are presented as discontinued operations in the consolidated statements of income.
Reclassifications relating to the Institutional Securities segment include expenses related to certain redeemable preferred securities of CHF 0.1 billion, CHF 0.1 billion and CHF 0.2 billion for the years ended December 31, 2003, 2002 and 2001, respectively, which are netted against operating income at the segment level but are included in dividends on preferred securities in the consolidated statements of income.
Valuation and income recognition adjustments
The primary valuation and income recognition differences resulting in adjustments between operating income and segment result for segment reporting and net revenues and net income in the consolidated statements of income are discussed below (amounts specified are all before tax).
Accounting for business combination with “Winterthur” Swiss Insurance Company
The Group accounted for the merger of Credit Suisse Group and “Winterthur” Swiss Insurance Company as a pooling of interests under the management reporting principles, whereas in the Group’s consolidated financial statements, this merger was accounted for as a purchase with Credit Suisse Group as the acquiror. Accordingly, for segment reporting (in the Life & Pensions and Insurance segments) the carrying values of assets and liabilities of Winterthur were combined at historical values, whereas for the consolidated financial statements, the initial carrying values of assets and liabilities of Winterthur were recorded at fair value on the acquisition date and goodwill was recorded for the excess of the consideration paid over the fair value of the net assets acquired. The total adjustments to net income attributable to Winterthur purchase accounting were decreases of CHF 3.9 billion, CHF 0.8 billion and CHF 2.1 billion for the years ended December 31, 2003, 2002 and 2001, respectively. The total adjustments to net revenues attributable to Winterthur purchase accounting were decreases of CHF 0.8 billion, CHF 0.9 billion and CHF 2.5 billion for the years ended December 31, 2003, 2002 and 2001, respectively. The goodwill impairment and the goodwill write-off from the Italian insurance operations and Churchill did not impact the management basis.
The following table sets forth details on the purchase accounting adjustments resulting from the business combination with “Winterthur” Swiss Insurance Company:
| | Net income/(loss) | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Investments | | (906) | | (928) | | (2,558) | |
Life insurance | | | | | | | |
Deferred
policy acquisition costs |
| 251 | | 217 | | 37 | |
Present
value of future profits |
| (331) | | (333) | | (225) | |
Technical
provisions |
| 47 | | 348 | | 344 | |
Goodwill | | (1,509) | | (228) | | (388) | |
Retirement benefits | | 12 | | 5 | | (5) | |
Taxation | | 377 | | 135 | | 698 | |
Discontinued operations | | (1,854) | | 0 | | 0 | |
Other | | 0 | | 0 | | 21 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total purchase accounting adjustments | | (3,913) | | (784) | | (2,076) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other business combinations and disposals
Differences in the basis of certain assets and liabilities between management reporting principles and US GAAP result in differences in the carrying amount of goodwill and intangible assets and, accordingly, in realized gains/losses upon disposition of assets and liabilities. Furthermore, under management reporting principles, goodwill and intangibles are amortized over their expected lives, whereas in the Group’s consolidated financial statements, intangible assets with indefinite lives and goodwill for the years ended December 31, 2003 and 2002 are no longer amortized.
Adjustments to net income attributable to business combinations and disposals were increases of CHF 0.8 billion and CHF 0.7 billion in 2003 and 2002, respectively, and a decrease of CHF 0.6 billion in 2001. Adjustments to net revenues attributable to business combinations and disposals (including reclassifications in connection with discontinued operations) were decreases of CHF 5.3 billion, CHF 7.7 billion and CHF 7.8 billion in 2003, 2002 and 2001, respectively.
Insurance liabilities
Adjustments to net income for the year ended December 31, 2003 include a decrease of CHF 0.4 billion, which is primarily a result of the adoption of SOP 03-01 reflected in the consolidated financial statements but not in the segment results. This adoption resulted in a decrease of net revenues of CHF 0.1 billion for the year ended December 31, 2003.
Derivatives
Under management reporting principles, trading derivatives are recorded on the balance sheet at fair value. Realized and unrealized gains and losses from derivatives classified as trading are reported in net trading income. Realized and unrealized gains and losses from derivatives classified as hedging instruments are recognized in income on the same basis as the underlying item being hedged with any difference in fair value recorded in Other Assets or Other Liabilities. Management reporting principles also allow the use of internal derivatives in hedging transactions without requiring that a corresponding trade be executed externally. For purposes of the Group’s consolidated financial statements, all derivatives are recognized as assets or liabilities in the balance sheet at fair value. The recognition of the changes in fair value depends upon the intended use and designation of the derivative. If the derivative instrument is not a hedge, then changes in fair value are recognized in earnings. If the derivative instrument qualifies as a hedge, depending on the nature of the hedge, changes in fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings or recognized in other comprehensive income. The total adjustments to net income attributable to derivatives, including with respect to accounting for internal derivatives that do not meet hedging criteria were a decrease of CHF 17 million in 2003 and increases of CHF 0.2 billion and CHF 1.0 billion in 2002 and 2001, respectively. The total adjustments to net revenues attributable to derivatives, including with respect to accounting for internal derivatives that do not meet hedging criteria were increases of CHF 0.3 billion, CHF 0.6 billion and CHF 1.2 billion in 2003, 2002 and 2001, respectively.
General provisions
Under management reporting principles, certain valuation and other reserves not permitted under SFAS 5 were recorded in the segment results but are reversed in the Group’s consolidated financial statements in accordance with US GAAP. Such adjustments, among others, include a reserve for general banking risks, restructuring provisions that are economically necessary or legally required and other reserves. In accordance with Swiss banking regulations, the reserve for general banking risks is disclosed as a separate component of shareholders’ equity. Changes to this equity component are disclosed as an extraordinary item in the income statement of the segment to which they relate. These extraordinary items are reversed in the Group’s consolidated financial statements in accordance with US GAAP.
Adjustments to net income include decreases of CHF 0.2 billion, CHF 0.6 billion and CHF 0.2 billion for the years ended December 31, 2003, 2002 and 2001, respectively, to reverse the impact of these items included in the segment results. This treatment of provisions resulted in a decrease of net revenues of CHF 0.6 billion for the year ended December 31, 2002 and insignificant adjustments to net revenues for the years ended December 31, 2003 and 2001.
Other
Other valuation and income recognition adjustments to net income and net revenues include (amounts specified all reflect adjustments to net income):
-
Timing differences for the recognition of gains and losses on investment securities. Related adjustments to net income were decreases of CHF 0.2 billion, CHF 0.2 billion and CHF 0.2 billion for the years ended December 31, 2003, 2002 and 2001, respectively;
-
Capitalization of certain costs related to the acquisition and development of internal use software in the Group’s consolidated financial statements, which were expensed for management reporting purposes in years prior to 2002. Related adjustments to net income were decreases of CHF 0.2 billion and CHF 0.3 billion and an increase of CHF 0.3 billion for the years ended December 31, 2003, 2002 and 2001, respectively;
-
Recognition of additional accruals in the consolidated financial statements for defined benefit pension plans which are treated as defined contribution pension plans for management reporting purposes. Related adjustments to net income were increases of CHF 0.3 billion, CHF 0.3 billion and CHF 0.3 billion for the years ended December 31, 2003, 2002 and 2001, respectively;
-
Elimination of dividend and interest income on own shares and bonds in the consolidated financial statements which are included as investments for management reporting purposes. Related adjustments to net income were decreases of CHF 15 million and CHF 0.3 billion for the years ended December 31, 2003 and 2001, respectively and an increase of CHF 0.3 billion for the year ended December 31, 2002
-
Elimination of differences in the treatment of transfers of financial assets between the consolidated financial statements and management reporting. Related adjustments to net income were decreases of CHF 15 million, CHF 0.3 billion and CHF 0.1 billion for the years ended December 31, 2003, 2002 and 2001, respectively;
-
Tax impact, where applicable, of adjustments noted above. Related adjustments to net income were decreases of CHF 0.4 billion, CHF 0.3 billion and CHF 0.2 billion for the years ended December 31, 2003, 2002 and 2001, respectively; and
-
Other insignificant adjustments.
Total assets
Adjustments to
total assets
result primarily from inter-company eliminations in addition to the impact of the adjustments to
net income
noted above.
Segment reporting by geographic location
The following table sets forth the consolidated results by geographic location, based on the location of the office recording the transactions. This presentation does not reflect the way the Group is managed:
| | | | Europe | | | | | | | |
| | | | (excluding | | | | Asia/Pacific/ | | | |
Year ended December 31, in CHF m | | Switzerland | | Switzerland) | | Americas | | Africa | | Total | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
2003 | | | | | | | | | | | |
Net revenues | | 20,186 | | 20,319 | | 8,711 | | 2,290 | | 51,506 | |
Total expenses 1) | | (20,947) | | (17,414) | | (9,307) | | (2,074) | | (49,742) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Income from continuing operations before taxes, minority interests, extraordinary items and cumulative effect of accounting changes | | (761) | | 2,905 | | (596) | | 216 | | 1,764 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
2002 | | | | | | | | | | | |
Net revenues | | 19,322 | | 15,319 | | 10,351 | | 2,394 | | 47,386 | |
Total expenses 1) | | (21,947) | | (14,032) | | (13,295) | | (2,361) | | (51,635) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Income from continuing operations before taxes, minority interests, extraordinary items and cumulative effect of accounting changes | | (2,625) | | 1,287 | | (2,944) | | 33 | | (4,249) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
2001 | | | | | | | | | | | |
Net revenues | | 21,910 | | 19,846 | | 15,126 | | 3,292 | | 60,174 | |
Total expenses 1) | | (20,535) | | (19,056) | | (18,299) | | (3,152) | | (61,042) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Income from continuing operations before taxes, minority interests, extraordinary items and cumulative effect of accounting changes | | 1,375 | | 790 | | (3,173) | | 140 | | (868) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
1) Includes total benefits, claims and credit losses and total operating expenses. |
The following table sets forth details of assets by geographic location. The analysis of premises and equipment is based on the location of the reporting entities, whereas the analysis of
total assets
reflects the customers’ domicile.
| | | | Europe | | | | | | | |
| | | | (excluding | | | | Asia/Pacific/ | | | |
December 31, in CHF m | | Switzerland | | Switzerland) | | Americas | | Africa | | Total | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
2003 | | | | | | | | | | | |
Premises and equipment | | 4,531 | | 2,152 | | 1,004 | | 132 | | 7,819 | |
Total assets | | 188,733 | | 358,511 | | 376,484 | | 80,580 | | 1,004,308 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
2002 | | | | | | | | | | | |
Premises and equipment | | 4,969 | | 2,807 | | 1,406 | | 190 | | 9,372 | |
Total assets | | 176,635 | | 346,305 | | 431,301 | | 72,917 | | 1,027,158 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
|
6 Interest and dividend income and interest expense
The following table sets forth the details of interest and dividend income and interest expense:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Interest income on loans | | 6,834 | | 7,394 | | 9,663 | |
Interest income on investment securities | | 3,944 | | 3,395 | | 4,327 | |
Dividend income from investment securities | | 198 | | 469 | | 679 | |
Interest and dividend income on trading assets | | 10,775 | | 10,997 | | 13,747 | |
Central bank funds sold, securities purchased under resale agreements and securities borrowing transactions | | 5,252 | | 7,750 | | 14,303 | |
Other | | 1,361 | | 2,195 | | 3,242 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total interest and dividend income | | 28,364 | | 32,200 | | 45,961 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Deposits | | 3,404 | | 4,386 | | 9,084 | |
Short-term borrowings | | 339 | | 239 | | 701 | |
Interest expense on trading liabilities | | 4,829 | | 4,328 | | 6,417 | |
Central bank funds purchased, securities sold under repurchase agreements and securities lending transactions | | 4,655 | | 7,505 | | 15,249 | |
Long-term debt | | 2,808 | | 4,239 | | 4,111 | |
Other | | 602 | | 494 | | 310 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total interest expense | | 16,637 | | 21,191 | | 35,872 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net interest income | | 11,727 | | 11,009 | | 10,089 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
7 Trading activities
The following table sets forth the details of trading-related revenues:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Interest rate products | | 353 | | 842 | | 2,740 | |
Equity/index-related products | | 2,361 | | 806 | | 5,088 | |
Foreign exchange products | | 964 | | 859 | | 1,711 | |
Other | | (150) | | 936 | | 189 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Trading revenues | | 3,528 | | 3,443 | | 9,728 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Interest and dividend income on trading assets | | 10,775 | | 10,997 | | 13,747 | |
Interest expense on trading liabilities | | (4,829) | | (4,328) | | (6,417) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Trading interest income, net | | 5,946 | | 6,669 | | 7,330 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total trading-related revenues | | 9,474 | | 10,112 | | 17,058 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The following table summarizes the details of trading assets and liabilities:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Trading assets | | | | | |
Debt securities | | 162,424 | | 157,198 | |
Equity securities | | 66,269 | | 40,052 | |
Positive replacement values of derivative trading positions | | 51,842 | | 53,032 | |
Other | | 15,541 | | 12,808 | |
| | | | | |
| | | | | |
| | | | | |
Total trading assets | | 296,076 | | 263,090 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Trading liabilities | | | | | |
Short positions | | 98,424 | | 86,925 | |
Negative replacement values of derivative trading positions | | 57,907 | | 53,473 | |
| | | | | |
| | | | | |
| | | | | |
Total trading liabilities | | 156,331 | | 140,398 | |
| | | | | |
| | | | | |
| | | | | |
8 Noninterest revenues and expenses
The following table sets forth the details of commissions and fees:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Commissions from lending business | | 865 | | 892 | | 895 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Investment
and portfolio management fees |
| 3,935 | | 4,728 | | 5,389 | |
Commissions
for other securities business |
| 202 | | 224 | | 250 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Commissions and fees from fiduciary activities | | 4,137 | | 4,952 | | 5,639 | |
Underwriting
fees |
| 2,540 | | 3,041 | | 4,017 | |
Brokerage
fees |
| 3,092 | | 3,816 | | 4,837 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Commissions, brokerage, securities underwriting and other securities activities | | 5,632 | | 6,857 | | 8,854 | |
Fees for other customer services | | 2,314 | | 2,643 | | 3,604 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Commissions and fees | | 12,948 | | 15,344 | | 18,992 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The following table sets forth the details of other revenues:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Gains/(losses) from loans held-for-sale | | (104) | | (199) | | (189) | |
Gains/(losses) from long-lived assets held-for-sale | | (21) | | (31) | | 60 | |
Income/(loss) from equity method investments | | 38 | | (183) | | 104 | |
Gains/(losses) from other investments | | 366 | | (641) | | (770) | |
Other | | (335) | | 544 | | 564 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other revenues | | (56) | | (510) | | (231) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The following table sets forth the details of policyholder benefits, claims and dividends:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Policyholder benefits and claim expenses | | 20,627 | | 21,270 | | 21,244 | |
Dividends to policyholders | | 2,258 | | (1,996) | | 512 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Policyholder benefits, claims and dividends | | 22,885 | | 19,274 | | 21,756 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The following table sets forth the details of banking compensation and benefits:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Salaries and bonuses | | 9,721 | | 11,851 | | 16,576 | |
Social security | | 669 | | 679 | | 910 | |
Other | | 652 | | 965 | | 691 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Banking compensation and benefits | | 11,042 | | 13,495 | | 18,177 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The following table sets forth the details of other expenses:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Occupancy expenses | | 848 | | 988 | | 1,094 | |
IT, machinery, etc. | | 475 | | 573 | | 660 | |
Depreciation expenses | | 1,346 | | 1,597 | | 1,625 | |
Amortization and impairment of other intangible assets | | 355 | | 93 | | 479 | |
Provisions and losses | | 470 | | 1,692 | | 1,064 | |
Commission expenses | | 1,652 | | 1,870 | | 2,553 | |
Travel and entertainment | | 411 | | 543 | | 610 | |
Professional services | | 1,578 | | 1,960 | | 2,914 | |
Other | | 1,875 | | 2,105 | | 3,286 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other expenses | | 9,010 | | 11,421 | | 14,285 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
9 Insurance premiums, claims and related reinsurance
The following table sets forth insurance premiums, claims and related reinsurance for the non-life and life businesses:
December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Non-life | | | | | | | |
Direct | | 10,874 | | 10,476 | | 11,621 | |
Assumed | | 107 | | 190 | | 440 | |
Ceded | | (440) | | (331) | | (891) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net premiums written | | 10,541 | | 10,335 | | 11,170 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Direct | | 10,735 | | 10,286 | | 11,292 | |
Assumed | | 129 | | 173 | | 265 | |
Ceded | | (445) | | (344) | | (904) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net premiums earned | | 10,419 | | 10,115 | | 10,653 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Direct | | (8,070) | | (8,121) | | (9,139) | |
Assumed | | 99 | | (275) | | (198) | |
Ceded | | 172 | | 608 | | 1,031 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Claims incurred | | (7,799) | | (7,788) | | (8,306) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Life | | | | | | | |
Direct | | 11,418 | | 12,027 | | 11,509 | |
Assumed | | 76 | | 241 | | 220 | |
Ceded | | (83) | | (33) | | (207) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net premiums written | | 11,411 | | 12,235 | | 11,522 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Direct | | 11,416 | | 12,023 | | 11,506 | |
Assumed | | 71 | | 203 | | 208 | |
Ceded | | (83) | | (34) | | (208) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net premiums earned | | 11,404 | | 12,192 | | 11,506 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Direct | | (12,815) | | (13,104) | | (13,069) | |
Assumed | | (58) | | (382) | | (51) | |
Ceded | | 45 | | 4 | | 182 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Death and other benefits incurred | | (12,828) | | (13,482) | | (12,938) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Life insurance in force | | 333,748 | | 342,967 | | 351,726 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Reinsurance
The Group’s non-life and life insurance subsidiaries cede some of their insurance risks to third parties in order to provide greater diversification of their businesses, provide additional capacity for future growth, effect business sharing arrangements, protect against catastrophic events and limit the potential for losses arising from large risks.
The reinsurance arrangements do not relieve the Group from its direct obligation to its policyholders. Thus, a credit exposure exists to the extent that any reinsurer is unable to meet the obligations assumed under the reinsurance arrangements. The Group evaluates the financial condition of its reinsurers and monitors concentrations of credit risk to reinsurers to minimize its exposure to significant losses from reinsurers’ insolvencies. The Group’s current policy is generally to place its reinsurance with companies rated A or better by Standard & Poor’s. A balance sheet provision has been recorded for estimated unrecoverable reinsurance of CHF 6 million and CHF 25 million as of December 31, 2003 and 2002, respectively. In addition, certain reinsurance purchased on behalf of the Group by H.S. Weavers is uncollectible. However, uncollectible reinsurance on the H.S. Weavers business is covered by the retroactive reinsurance agreement discussed below. Of the decrease approximately CHF 17 million related to the disposal of the Italian operations. In addition, the Group’s policy is generally to hold collateral in the form of cash, securities and letters of credit as under the related reinsurance agreements. Concentrations with individual reinsurers are not material to the Group and the Group is not substantially dependent upon any individual reinsurance arrangements.
Non-life reinsurance
The Group has a global catastrophe reinsurance protection program providing coverage for losses arising from any one incident in excess of CHF 50 million. Retention limits are generally based on the line of business and the jurisdiction of coverage. Reinsurance assumed by the Group from other companies is done on a facultative basis.
H.S. Weavers was an underwriting agent that wrote business on behalf of “Winterthur” Swiss Insurance Company through 1983. Such business included commercial umbrella and excess casualty business from US companies, and, as a result, the Group has significant exposure to asbestos, pollution and other health hazard claims. Effective July 1, 2000, Winterthur purchased retroactive reinsurance coverage from National Indemnity Corporation to limit the exposure from this book of business. As a result of this retroactive reinsurance transaction, the Group recorded a net deferred gain in the amount of CHF 404 million. The deferred gain resulted from a carried reserve of CHF 954 million, exceeding the premium paid of CHF 550 million. As of December 31, 2003 and 2002, the net deferred gain was CHF 153 million and CHF 277 million, respectively. Following the sale of Churchill Insurance Group in the UK, Republic in the US and its Italian operations in 2003, Winterthur’s catastrophe exposure has been significantly reduced.
Life reinsurance
The Group limits its exposure to losses on any single life. For traditional insurance products, Life & Pensions retains a maximum of approximately CHF 4 million per individual life. There are smaller retentions for certain geographic regions and other products. Life reinsurance is entered into principally under surplus agreements on yearly renewable terms or on a modified co-insurance basis. Amounts recoverable from life reinsurers are estimated in a manner consistent with the assumptions used for the underlying policy benefits.
10 Securities borrowed, lent and subject to repurchase agreements
The following table summarizes the securities borrowed or purchased under agreements to resell, at their respective carrying values:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Central bank funds sold and securities purchased under resale agreements | | 149,336 | | 159,623 | |
Deposits paid for securities borrowed | | 107,747 | | 108,011 | |
| | | | | |
| | | | | |
| | | | | |
Total central bank funds sold, securities purchased under resale agreements, and securities borrowing transactions | | 257,083 | | 267,634 | |
| | | | | |
| | | | | |
| | | | | |
The following table summarizes the securities lent or sold under agreements to repurchase, at their respective carrying values:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Central bank funds purchased and securities sold under agreements to repurchase | | 192,638 | | 213,728 | |
Deposits received for securities lent | | 44,209 | | 38,115 | |
| | | | | |
| | | | | |
| | | | | |
Total central bank funds purchased, securities sold under repurchase agreements, and securities lending transactions | | 236,847 | | 251,843 | |
| | | | | |
| | | | | |
| | | | | |
The maximum month-end amount of securities purchased under agreements to resell was CHF 272,412 million and CHF 267,634 million in 2003 and 2002, respectively. The average amount of securities purchased under agreements to resell during the year was CHF 262,988 million and CHF 239,782 million in 2003 and 2002, respectively.
Purchase and reverse repurchase agreements represent collateralized financing transactions used to earn net interest income, increase liquidity or facilitate trading activity. These instruments are collateralized principally by government securities and money market instruments and generally have terms ranging from overnight to a longer or unspecified period of time. The Group monitors the fair value of securities received or delivered. For reverse repurchase agreements, the Group requests additional securities or the return of a portion of the cash disbursed when appropriate in response to a decline in the market value of the securities received. Similarly, the return of excess securities or additional cash is requested when appropriate in response to an increase in the market value of securities sold under repurchase agreements.
In the event of counterparty default, the financing agreement provides the Group with the right to liquidate the collateral held. In the Group’s normal course of business, substantially all of the collateral received that may be sold or repledged has been sold or repledged as of December 31, 2003 and 2002, respectively.
Deposits paid for securities borrowed and deposits received for securities lent are recorded at the amount of cash advanced or received and are collateralized principally by cash or marketable securities. Securities borrowing transactions require the deposit of cash or securities collateral with the lender. For securities lending transactions, the Group receives cash or securities collateral in an amount generally in excess of the market value of securities lent. The Group monitors the market value of securities borrowed and securities lent on a daily basis and additional collateral is obtained as necessary.
11 Investment securities
The following tables summarize the details of debt and equity investment securities:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Debt securities held-to-maturity | | 17,386 | | 7,405 | |
Securities available-for-sale | | 88,421 | | 101,327 | |
| | | | | |
| | | | | |
| | | | | |
Total investment securities | | 105,807 | | 108,732 | |
| | | | | |
| | | | | |
| | | | | |
| | | | Gross | | Gross | | | |
| | Amortized | | unrealized | | unrealized | | | |
December 31, 2003 in CHF m | | cost | | gains | | losses | | Fair value | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Debt securities issued by the Swiss Federal Government, cantonal or local governmental entities | | 7,145 | | 0 | | 118 | | 7,027 | |
Debt securities issued by foreign governments | | 7,201 | | 1 | | 1 | | 7,201 | |
Corporate debt securities | | 1,196 | | 0 | | 17 | | 1,179 | |
Other | | 1,844 | | 0 | | 30 | | 1,814 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Debt securities held-to-maturity | | 17,386 | | 1 | | 166 | | 17,221 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Debt securities issued by the Swiss Federal Government, cantonal or local governmental entities | | 4,245 | | 457 | | 7 | | 4,695 | |
Debt securities issued by foreign governments | | 26,963 | | 696 | | 199 | | 27,460 | |
Corporate debt securities | | 41,730 | | 1,400 | | 659 | | 42,471 | |
Other | | 7,839 | | 190 | | 45 | | 7,984 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Debt securities available-for-sale | | 80,777 | | 2,743 | | 910 | | 82,610 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Public utilities | | 104 | | 10 | | 0 | | 114 | |
Banks, trust and insurance companies | | 1,539 | | 185 | | 26 | | 1,698 | |
Industrial and all other | | 3,670 | | 357 | | 28 | | 3,999 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Equity securities available-for-sale | | 5,313 | | 552 | | 54 | | 5,811 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Securities available-for-sale | | 86,090 | | 3,295 | | 964 | | 88,421 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
December 31, 2002 in CHF m | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Debt securities issued by foreign governments | | 7,404 | | 1 | | 0 | | 7,405 | |
Corporate debt securities | | 1 | | 0 | | 0 | | 1 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Debt securities held-to-maturity | | 7,405 | | 1 | | 0 | | 7,406 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Debt securities issued by the Swiss Federal Government, cantonal or local governmental entities | | 10,574 | | 864 | | 1 | | 11,437 | |
Debt securities issued by foreign governments | | 36,748 | | 954 | | 99 | | 37,603 | |
Corporate debt securities | | 29,291 | | 1,668 | | 156 | | 30,803 | |
Other | | 11,791 | | 569 | | 24 | | 12,336 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Debt securities available-for-sale | | 88,404 | | 4,055 | | 280 | | 92,179 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Public utilities | | 85 | | 13 | | 3 | | 95 | |
Banks, trust and insurance companies | | 2,732 | | 146 | | 138 | | 2,740 | |
Industrial and all other | | 6,368 | | 281 | | 336 | | 6,313 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Equity securities available-for-sale | | 9,185 | | 440 | | 477 | | 9,148 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Securities available-for-sale | | 97,589 | | 4,495 | | 757 | | 101,327 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
As of December 31, 2003, the aggregate investments in debt securities from four specific counterparties were each in excess of 10% of consolidated shareholders’ equity. Aggregate investments in debt securities issued by two European governments and two European financial institutions represented approximately 15.2%, 26.1%, 22.5% and 10.6%, respectively, of the December 31, 2003, balance of consolidated shareholders’ equity. The Standard & Poor’s ratings for these were AA, AAA, AAA and AAA, respectively.
The following table sets forth gross unrealized losses on investment securities and the related fair value, segregated by investment category and length of time such investments have been in a continuous unrealized loss position:
| | Less than 12 months | | 12 months or more | | Total | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | Gross | | | | Gross | | | | Gross | |
| | | | unrealized | | | | unrealized | | | | unrealized | |
December 31, 2003 in CHF m | | Fair value | | losses | | Fair value | | losses | | Fair value | | losses | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Debt securities issued by the Swiss Federal Government, cantonal or local governmental entities | | 7,027 | | 118 | | 0 | | 0 | | 7,027 | | 118 | |
Debt securities issued by foreign governments | | 1,471 | | 1 | | 0 | | 0 | | 1,471 | | 1 | |
Corporate debt securities | | 1,179 | | 17 | | 0 | | 0 | | 1,179 | | 17 | |
Other | | 1,814 | | 30 | | 0 | | 0 | | 1,814 | | 30 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Debt securities held-to-maturity | | 11,491 | | 166 | | 0 | | 0 | | 11,491 | | 166 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Debt securities issued by the Swiss Federal Government, cantonal or local governmental entities | | 631 | | 7 | | 0 | | 0 | | 631 | | 7 | |
Debt securities issued by foreign governments | | 18,940 | | 199 | | 0 | | 0 | | 18,940 | | 199 | |
Corporate debt securities | | 22,918 | | 644 | | 822 | | 15 | | 23,740 | | 659 | |
Other | | 9,438 | | 45 | | 0 | | 0 | | 9,438 | | 45 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Debt securities available-for-sale | | 51,927 | | 895 | | 822 | | 15 | | 52,749 | | 910 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Equity securities available-for-sale | | 1,177 | | 54 | | 0 | | 0 | | 1,177 | | 54 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Securities available-for-sale | | 53,104 | | 949 | | 822 | | 15 | | 53,926 | | 964 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Management determined that the unrealized losses on debt securities are primarily attributable to general market interest, credit spread or exchange rate movements. No impairment has been recorded as the Group has the intent and ability to hold the debt securities to maturity. The unrealized losses on investments in equity securities are primarily attributable to market fluctuations rather than to specific adverse conditions.
The following table sets forth proceeds from sales and realized gains and losses from available-for-sale securities:
| | Debt securities | | | Equity securities | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | | 2003 | | 2002 | | 2001 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Proceeds from sales | | 44,279 | | 42,001 | | 25,286 | | 11,148 | | 18,873 | | 22,299 | |
Realized gains | | 1,848 | | 1,110 | | 643 | | 802 | | 2,748 | | 2,743 | |
Realized losses | | (290) | | (592) | | (258) | | (824) | | (7,473) | | (3,691) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Transfers of debt securities from available-for-sale to trading account assets resulted in gross realized gains of CHF 2 million and CHF 0 million during 2002 and 2001, respectively, and gross realized losses of CHF 0 million and CHF 17 million in 2002 and 2001, respectively. In 2003, no such transfers occurred.
To meet asset and liability management requirements, the Group reclassified certain debt securities with an amortized cost value of CHF 11,227 million from available-for-sale to held-to-maturity during 2003. The unrealized gain of CHF 583 million on these securities, included as a separate component of shareholders’ equity, will be amortized over the remaining life of the securities as an adjustment to yield.
The Group recognized other-than-temporary impairments on available-for-sale
securities of CHF 629 million, CHF 4,837 million and CHF 1,597 million
in 2003, 2002 and 2001, respectively. Of these amounts CHF 303 million
and CHF 19 million are included in the results of discontinued operations
for 2002 and 2001, respectively. No such amounts are included in
the results of discontinued operations for 2003.
The following table sets forth amortized cost, fair value and average yield of debt securities classified as available-for-sale and held-to-maturity:
| | Debt securities | | | | Debt securities | | | |
| | held-to-maturity | | | available-for-sale | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
December 31, 2003, in CHF m | | Amortized cost | | Fair value | | Yield | | Amortized cost | | Fair value | | Yield | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Due within 1 year | | 2,694 | | 2,695 | | 1.90% | | 5,655 | | 5,954 | | 2.47% | |
Due from 1 to 5 years | | 5,790 | | 5,773 | | 2.27% | | 26,492 | | 26,970 | | 2.19% | |
Due from 5 to 10 years | | 4,460 | | 4,376 | | 2.09% | | 31,480 | | 32,206 | | 2.38% | |
Due after 10 years | | 4,442 | | 4,377 | | 2.92% | | 17,150 | | 17,480 | | 3.96% | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total debt securities | | 17,386 | | 17,221 | | 2.33% | | 80,777 | | 82,610 | | 2.66% | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
As of December 31, 2003, financial investments from the insurance business with the fair value and book value of CHF 38 million and CHF 36 million, respectively, were on deposit with regulatory authorities. The Group retains ownership of all securities on deposit with regulatory authorities and receives the related investment income.
The following table sets forth the net change in unrealized gains and losses for investment securities from the insurance businesses:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Debt securities | | (1,754) | | 2,644 | | 303 | |
Equity securities | | 583 | | 292 | | (4,854) | |
Other investments | | (69) | | 59 | | 314 | |
Transfers of equity securities and securities classified as available-for-sale to held-to-maturity | | 392 | | 0 | | 0 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Change in unrealized investment gains/(losses) | | (848) | | 2,995 | | (4,237) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Adjustments | | | | | | | |
Deferred
policy acquisition costs |
| 212 | | (141) | | 221 | |
Present
value of future profits |
| 34 | | (250) | | 288 | |
Policyholder
liabilities |
| (174) | | (842) | | 1,085 | |
Deferred
income taxes |
| 219 | | (421) | | 134 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net change in unrealized investment gains/(losses) from the insurance business before minority interests | | (557) | | 1,341 | | (2,509) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Minority interests | | (3) | | 108 | | (245) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net change in unrealized investment gains/(losses) from the insurance business | | (560) | | 1,449 | | (2,754) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Unrealized gains and losses, which represent the difference between fair value and amortized cost, are recorded in
Other comprehensive income/(loss)
within
Shareholders’ equity,
net of deferred income taxes and adjustments to insurance policyholder liabilities and deferred acquisition costs on participating policies (shadow adjustments).
12 Other investments
The following table summarizes details of other investments:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Equity method investments | | 1,690 | | 1,843 | |
Non-marketable equity securities | | 6,204 | | 13,264 | |
| | | | | |
| | | | | |
| | | | | |
Total other investments | | 7,894 | | 15,107 | |
| | | | | |
| | | | | |
| | | | | |
13 Real estate held for investment
The following table summarizes details of real estate held for investment:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Land | | 2,538 | | 2,667 | |
Buildings and improvements | | 8,118 | | 8,675 | |
| | | | | |
| | | | | |
| | | | | |
Cost value | | 10,656 | | 11,342 | |
| | | | | |
| | | | | |
| | | | | |
Accumulated depreciation | | (1,508) | | (1,426) | |
| | | | | |
| | | | | |
| | | | | |
Net book value | | 9,148 | | 9,916 | |
| | | | | |
| | | | | |
| | | | | |
As a result of decreases in the market values for real estate, predominantly in Switzerland, the Group performed an impairment evaluation on its real estate portfolios in both 2003 and 2002, and certain properties were identified as impaired. The carrying values of the impaired properties were written down to the fair value, establishing a new cost basis. For these properties, fair values were measured based on either discounted cash flow analyses or external market appraisals. Accordingly, impairment charges of CHF 36 million and CHF 29 million were recorded in 2003 and 2002, respectively, and are included in
Other revenues
in the consolidated income statement. For real estate classified as held-for-sale, an additional impairment charge of CHF 182 million was recorded in 2003, as described in note 19.
14 Loans
The following table sets forth details of the domestic (Switzerland) and foreign loan portfolio:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Banks | | 1,254 | | 1,416 | |
Commercial | | 42,811 | | 47,693 | |
Consumer | | 70,932 | | 65,029 | |
Public authorities | | 3,419 | | 3,107 | |
Lease financings | | 3,481 | | 3,230 | |
| | | | | |
| | | | | |
| | | | | |
Switzerland | | 121,897 | | 120,475 | |
| | | | | |
| | | | | |
| | | | | |
Banks | | 7,876 | | 8,841 | |
Commercial | | 31,264 | | 38,648 | |
Consumer | | 19,741 | | 18,330 | |
Public authorities | | 797 | | 1,586 | |
Lease financings | | 144 | | 165 | |
| | | | | |
| | | | | |
| | | | | |
Foreign | | 59,822 | | 67,570 | |
| | | | | |
| | | | | |
| | | | | |
Loans, gross | | 181,719 | | 188,045 | |
| | | | | |
| | | | | |
| | | | | |
Deferred expenses, net | | 106 | | 179 | |
Allowance for loan losses | | (4,646) | | (7,427) | |
| | | | | |
| | | | | |
| | | | | |
Total loans, net | | 177,179 | | 180,797 | |
| | | | | |
| | | | | |
| | | | | |
The following table sets forth the movements in the allowance for loan losses:
in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance January 1 | | 7,427 | | 9,348 | | 10,906 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
New provisions | | 1,686 | | 3,194 | | 2,674 | |
Releases of provisions | | (1,071) | | (690) | | (1,002) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net additions charged to income statement | | 615 | | 2,504 | | 1,672 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Gross write-offs | | (3,333) | | (3,692) | | (3,720) | |
Recoveries | | 48 | | 61 | | 48 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net write-offs | | (3,285) | | (3,631) | | (3,672) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Allowances acquired | | 26 | | 4 | | 2 | |
Provisions for interest | | 155 | | 187 | | 400 | |
Foreign currency translation impact and other adjustments, net | | (292) | | (985) | | 40 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance December 31 | | 4,646 | | 7,427 | | 9,348 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
As described in note 1, the allowance for loan losses is estimated considering a variety of sources of information including, as appropriate, discounted cash flow analysis, fair value of collateral held less disposal costs and historical loss experience.
The following tables set forth details of impaired loans, with or without a specific allowance including troubled debt restructurings. Loans are considered impaired when it is considered probable that the Group will not collect all amounts due under the loan terms.
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
With a specific allowance | | 6,459 | | 11,807 | |
Without a specific allowance | | 748 | | 699 | |
| | | | | |
| | | | | |
| | | | | |
Total impaired loans, gross | | 7,207 | | 12,506 | |
| | | | | |
| | | | | |
| | | | | |
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Average balance of impaired loans | | 8,204 | | 13,397 | | 16,164 | |
Interest income which was recognized | | 52 | | 107 | | 184 | |
Interest income recognized on a cash basis | | 119 | | 158 | | 169 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net gains/(losses) on the sale of loans | | 80 | | (188) | | (164) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
At December 31, 2003, the Group did not have any commitments to lend additional funds to debtors whose loan terms have been modified in troubled debt restructurings.
15 Premises and equipment
The following table sets forth the movements of cost and accumulated depreciation of premises (own-use real estate) and equipment:
| | | | | |
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Buildings and improvements | | 5,429 | | 5,616 | |
Land | | 1,152 | | 1,234 | |
Leasehold improvements | | 1,498 | | 1,608 | |
Software | | 2,447 | | 2,566 | |
Other | | 4,404 | | 4,772 | |
| | | | | |
| | | | | |
| | | | | |
Premises and equipment | | 14,930 | | 15,796 | |
| | | | | |
| | | | | |
| | | | | |
Accumulated depreciation | | (7,111) | | (6,424) | |
| | | | | |
| | | | | |
| | | | | |
Total premises and equipment, net | | 7,819 | | 9,372 | |
| | | | | |
| | | | | |
| | | | | |
The carrying value of internally developed software is assessed on a regular basis. In 2003 and 2002, the Group recorded impairment charges of CHF 55 million and CHF 73 million, respectively, as a result of the assessments.
16 Goodwill
The following table sets forth the movements of goodwill by operating segment:
| | | | | | | | | | | | | | | |
| | | | Corporate & | | | | | | | | CSFB | | Credit | |
| | Private | | Retail | | Life & | | | | Institutional | | Financial | | Suisse | |
in CHF m | | Banking | | Banking | | Pensions | | Insurance | | Securities | | Services | | Group | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Balance December 31, 2001 | | 582 | | 182 | | 2,216 | | 2,540 | | 11,560 | | 2,792 | | 19,872 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Goodwill acquired during year | | 18 | | 30 | | 23 | | 76 | | 79 | | 246 | | 472 | |
Discontinued operations | | (4) | | 0 | | 0 | | 0 | | 0 | | (867) | | (871) | |
Other 1) | | (80) | | (13) | | (41) | | (215) | | (1,940) | | (520) | | (2,809) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Balance December 31, 2002 | | 516 | | 199 | | 2,198 | | 2,401 | | 9,699 | | 1,651 | | 16,664 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Goodwill acquired during year | | 1 | | 0 | | 0 | | 4 | | 31 | | 19 | | 55 | |
Impairment | | 0 | | 0 | | (1,510) | | 0 | | 0 | | 0 | | (1,510) | |
Discontinued operations | | 0 | | 0 | | (230) | | (1,403) | | 0 | | 0 | | (1,633) | |
Other 1) | | (3) | | 2 | | (25) | | (103) | | (949) | | (173) | | (1,251) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Balance December 31, 2003 | | 514 | | 201 | | 433 | | 899 | | 8,781 | | 1,497 | | 12,325 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
1) Including foreign exchange impact on non-CHF denominated goodwill. |
During 2003, as a result of the changing environment in the life and pensions business, the Group identified an excess in the carrying amount of goodwill over its implied fair value and recorded an impairment charge of CHF 1,510 million. The Group used projected cash flows and market multiples analyses to compute the fair value of this segment.
During 2003, primarily the disposals of Churchill Insurance Group, Republic Financial Services and the Group’s Italian insurance operations resulted in a decrease of CHF 1,633 million in goodwill in the consolidated balance sheet.
During 2002, primarily the disposal of Pershing LLC resulted in a decrease of CHF 871 million in goodwill in the consolidated balance sheet.
Prior to 2002, the Group amortized goodwill on a straight-line basis over its expected life. Subsequent to the adoption of SFAS 142 on January 1, 2002, goodwill is no longer amortized. Had SFAS 142 been adopted prior to the beginning of 2001, net income and basic and diluted earnings per share would have been as follows:
Year ended December 31, in CHF m except per share amounts | | | | | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net income | | | | | | | |
Reported net income | | | | | | (659) | |
Goodwill amortization | | | | | | 1,587 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Adjusted net income | | | | | | 928 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Basic earnings per share | | | | | | | |
Reported basic earnings per share | | | | | | (0.58) | |
Goodwill amortization | | | | | | 1.40 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Adjusted basic earnings per share | | | | | | 0.82 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Diluted earnings per share | | | | | | | |
Reported diluted earnings per share | | | | | | (0.58) | |
Goodwill amortization | | | | | | 1.40 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Adjusted diluted earnings per share | | | | | | 0.82 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
17 Intangible assets
The following table sets forth the details of intangible assets:
| | 2003 | | | 2002 1) | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | Gross | | | | | | Gross | | | | | |
| | carrying | | Accumulated | | Net carrying | | carrying | | Accumulated | | Net carrying | |
December 31, in CHF m | | amount | | amortization | | amount | | amount | | amortization | | amount | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Amortized intangible assets (finite life) | | | | | | | | | | | | | |
Present
value of future profits |
| 4,834 | | (1,624) | | 3,210 | | 5,523 | | (1,742) | | 3,781 | |
Tradenames
/ trademarks |
| 65 | | (27) | | 38 | | 80 | | (10) | | 70 | |
Client
relationships |
| 555 | | (186) | | 369 | | 853 | | (129) | | 724 | |
Other |
| 485 | | (119) | | 366 | | 228 | | (95) | | 133 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total amortizing intangible assets | | 5,939 | | (1,956) | | 3,983 | | 6,684 | | (1,976) | | 4,708 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Unamortized intangible assets (indefinite life) | | 73 | | – | | 73 | | 86 | | – | | 86 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total intangible assets | | 6,012 | | (1,956) | | 4,056 | | 6,770 | | (1,976) | | 4,794 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
1) Prior years have not been adjusted for discontinued operations. |
At December 31, 2003 and 2002, CHF 73 million and CHF 86 million, respectively, of the Group’s acquired intangible assets were considered to have an indefinite life and therefore were not subject to amortization. All of the Group’s other acquired intangible assets as of that date were subject to amortization. During 2003, the Group recorded CHF 21 million of additional intangible assets with amortization periods from 3 to 21 years.
During the year ended December 31, 2003, management elected to transfer the High Net Worth, or HNW, asset management business from the Institutional Securities segment to the CSFB Financial Services segment. The transfer was completed in the first quarter of 2004. With respect to this business, as a result of the valuation analysis performed, the Group determined that the carrying value of its intangible assets relating to the management contracts and tradenames associated with the HNW business exceeded the expected future cash flows. As such, the Group recorded an impairment loss of CHF 270 million pre-tax (CHF 176 million after tax) for the year ended December 31, 2003.
The aggregate amortization expenses for 2003, 2002 and 2001, were
CHF 609 million, CHF 632 million and CHF 908 million, respectively.
The following table sets forth the estimated amortization expenses for intangible assets for the next five years:
Year ending December 31, in CHF m | | | |
| | | |
| | | |
| | | |
2004 | | 342 | |
2005 | | 307 | |
2006 | | 270 | |
2007 | | 258 | |
2008 | | 233 | |
| | | |
| | | |
| | | |
18 Present value of future profits (PVFP)
The following table sets forth the movements of present value of future profits:
in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance January 1 | | 4,182 | | 4,893 | | 5,359 | |
Additions arising from acquisitions | | 0 | | 17 | | 26 | |
Interest accrued during the year | | 166 | | 175 | | 284 | |
Impairments and disposals 1) | | (219) | | (59) | | 0 | |
Amortization expenses | | (690) | | (714) | | (713) | |
Foreign currency translation impact and other | | 111 | | (130) | | (63) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance December 31 before adjustments | | 3,550 | | 4,182 | | 4,893 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Adjustment for unrealized gains/(losses) on available-for-sale securities | | (340) | | (401) | | (144) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance December 31 | | 3,210 | | 3,781 | | 4,749 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) Prior years have not been adjusted for discontinued operations. |
In 2003, the PVFP was reduced by CHF 147 million due to the disposal of Winterthur Italy. The remaining balance relates to impairments.
The following table sets forth the estimated amortization expense before the effect of unrealized gains and losses for the next five years:
Year ending December 31, in CHF m | | | |
| | | |
| | | |
| | | |
2004 | | 278 | |
2005 | | 245 | |
2006 | | 212 | |
2007 | | 205 | |
2008 | | 183 | |
| | | |
| | | |
| | | |
19 Other assets
The following table sets forth the details of other assets:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Positive replacement values of derivative instruments (hedging) | | 4,808 | | 2,911 | |
Brokerage receivables | | 21,140 | | 16,551 | |
| | | | | |
| | | | | |
| | | | | |
Assets held for sale including: | | | | | |
Loans |
| 8,768 | | 10,038 | |
Real
estate held-for-sale |
| 241 | | 396 | |
| | | | | |
| | | | | |
| | | | | |
Assets held-for-sale | | 9,009 | | 10,434 | |
Interest and fees receivable | | 6,647 | | 10,306 | |
Deferred tax assets | | 4,988 | | 5,550 | |
Prepaid expenses | | 1,621 | | 813 | |
Other receivables from customers | | 12,323 | | 11,526 | |
Premiums and insurance balances receivable, net | | 8,008 | | 9,791 | |
Reinsurance recoverables 1) | | 2,103 | | 3,413 | |
Deferred policy acquisition costs, net | | 3,189 | | 4,779 | |
Other | | 4,450 | | 3,169 | |
| | | | | |
| | | | | |
| | | | | |
Total other assets | | 78,286 | | 79,243 | |
| | | | | |
| | | | | |
| | | | | |
1) Comprised of unearned premium reserves ceded and provisions from the insurance business ceded. |
As of December 31, 2003 and 2002, the Group held CHF 8.8 billion and CHF 10.0 billion, respectively, of loans held-for-sale in its loan portfolio. The majority of the portfolio is comprised of floating rate commercial mortgages, which are purchased or originated with the intent of later securitizations. Loans held-for-sale are valued at the lower of cost or market.
As of December 31, 2003 and 2002, the Group had a portfolio of CHF 241 million and CHF 396 million of real estate held-for-sale. In accordance with its revised investment strategy, the Group has decided to dispose of a larger number of properties, primarily in the Life & Pensions segment in Switzerland. Therefore CHF 151 million and CHF 56 million of real estate were classified as held-for-sale in 2003 and 2002, respectively. For disposals where the expected sales proceeds for real estate held-for-sale are expected to be less than the respective carrying values, impairment charges of CHF 182 million were recorded in 2003. As of December 31, 2003 and 2002, the Group held CHF 64 million and CHF 301 million, respectively, of real estate acquired in the market, at auction, repossessed or reclassified, primarily related to the Group’s former real estate investment business. These assets are valued at the lower of the carrying amount or fair value less cost to sell. No depreciation charge is recognized but the assets are tested for impairment on an annual basis.
As decribed in note 13, impairment charges of CHF 36 million and CHF 29 million were recorded in 2003 and 2002, respectively, on real estate held-for-investment.
20 Brokerage receivables and brokerage payables
The Group recognizes receivables and payables from transactions in financial instruments purchased from and sold to customers, banks, brokers and dealers. The Group is exposed to a risk of loss resulting from the inability of counterparties to pay for or deliver financial instruments sold, in which case the Group would have to sell or purchase, respectively, these financial instruments at prevailing market prices. To the extent an exchange or clearing organization acts as a counterparty to a transaction, credit risk is generally considered to be reduced. The Group requires customers to maintain margin collateral in compliance with applicable regulatory and internal guidelines.
The following table sets forth brokerage receivables and brokerage payables:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Due from customers | | 11,615 | | 13,538 | |
Due from banks, brokers and dealers | | 9,525 | | 3,013 | |
| | | | | |
| | | | | |
| | | | | |
Total brokerage receivables | | 21,140 | | 16,551 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Due to customers | | 8,506 | | 12,899 | |
Due to banks, brokers and dealers | | 5,477 | | 6,435 | |
| | | | | |
| | | | | |
| | | | | |
Total brokerage payables | | 13,983 | | 19,334 | |
| | | | | |
| | | | | |
| | | | | |
21 Deferred policy acquisition costs
The following table sets forth the movements of deferred policy acquisition costs:
| | Non-life | | | Life | | | Total | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
in CHF m | | 2003 | | 2002 | 1) | 2001 | 1) | 2003 | | 2002 | 1) | 2001 | 1) | 2003 | | 2002 | 1) | 2001 | 1) |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Balance January 1 | | 2,613 | | 1,568 | | 761 | | 2,408 | | 2,299 | | 417 | | 5,021 | | 3,867 | | 1,178 | |
Disposals | | (2,169) | | (52) | | (26) | | (76) | | (112) | | 0 | | (2,245) | | (164) | | (26) | |
Costs deferred | | 1,951 | | 3,860 | | 3,253 | | 746 | | 684 | | 2,203 | | 2,697 | | 4,544 | | 5,456 | |
Amortization expense | | (1,611) | | (2,575) | | (2,360) | | (626) | | (353) | | (282) | | (2,237) | | (2,928) | | (2,642) | |
Foreign currency translation impact | | 18 | | (172) | | (60) | | 45 | | (106) | | (39) | | 63 | | (278) | | (99) | |
Other | | 0 | | (16) | | 0 | | 0 | | (4) | | 0 | | 0 | | (20) | | 0 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Balance December 31 before adjustments | | 802 | | 2,613 | | 1,568 | | 2,497 | | 2,408 | | 2,299 | | 3,299 | | 5,021 | | 3,867 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Adjustment for unrealized gains/(losses) on available-for-sale securities | | 0 | | 0 | | 0 | | (110) | | (242) | | (93) | | (110) | | (242) | | (93) | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Balance December 31 | | 802 | | 2,613 | | 1,568 | | 2,387 | | 2,166 | | 2,206 | | 3,189 | | 4,779 | | 3,774 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
1) Prior years have not been adjusted for discontinued operations. |
22 Deposits
The following table sets forth the details of Swiss and foreign deposits. The designation of Switzerland versus foreign is based upon the location of the office receiving and recording the deposit.
| | 2003 | | | 2002 | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
December 31, in CHF m | | Switzerland | | Foreign | | Total | | Switzerland | | Foreign | | Total | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Noninterest-bearing demand deposits | | 7,098 | | 1,104 | | 8,202 | | 5,684 | | 882 | | 6,566 | |
Interest-bearing demand deposits | | 50,267 | | 7,121 | | 57,388 | | 35,949 | | 6,436 | | 42,385 | |
Savings deposits | | 43,718 | | 17 | | 43,735 | | 39,730 | | 10 | | 39,740 | |
Time deposits | | 34,117 | | 118,547 | | 152,664 | | 39,300 | | 117,274 | | 156,574 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total deposits | | 135,200 | | 126,789 | | 261,989 | | 120,663 | | 124,602 | | 245,265 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
The following table sets forth the maturities of the Group’s time deposits:
December 31, in CHF m | | | |
| | | |
| | | |
| | | |
2004 | | 144,090 | |
2005 | | 316 | |
2006 | | 1,903 | |
2007 | | 135 | |
2008 | | 511 | |
Thereafter | | 5,709 | |
| | | |
| | | |
| | | |
Total time deposits | | 152,664 | |
| | | |
| | | |
| | | |
As of December 31, 2003 and 2002, CHF 373 million and CHF 419 million, respectively, of overdrawn deposit accounts were reclassified as loans.
23 Provisions from the insurance business
The following table sets forth the details of provisions from the life and non-life businesses:
| | 2003 | | 2002 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
December 31, in CHF m | | Gross | | Net | | Gross | | Net | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Unearned premiums | | 2,686 | | 2,615 | | 6,784 | | 6,403 | |
Future policyholder benefits (health care business) | | 4,571 | | 4,571 | | 3,800 | | 3,800 | |
Unpaid losses and loss adjustment expenses | | 13,489 | | 11,759 | | 18,105 | | 15,496 | |
Annuities | | 1,629 | | 1,617 | | 1,514 | | 1,503 | |
Future dividends to policyholders | | 1,727 | | 1,727 | | 1,335 | | 1,335 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Provision – non-life | | 24,102 | | 22,289 | | 31,538 | | 28,537 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Unearned premiums | | 18 | | 17 | | 16 | | 15 | |
Future policyholder benefits | | 93,721 | | 93,479 | | 84,812 | | 84,459 | |
Death and other benefits | | 4,621 | | 4,574 | | 4,176 | | 4,118 | |
Future dividends to policyholders | | 2,696 | | 2,695 | | 1,933 | | 1,933 | |
Bonuses held on deposits | | 3,677 | | 3,677 | | 3,618 | | 3,618 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Provision – life | | 104,733 | | 104,442 | | 94,555 | | 94,143 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Total provisions from the insurance business | | 128,835 | | 126,731 | | 126,093 | | 122,680 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
24 Provisions for unpaid losses and loss adjustment expenses from the non-life insurance business
The following table reconciles the gross provisions for unpaid losses and loss adjustment expenses (LAE) presented in the balance sheet to the gross provisions for unpaid losses and LAE shown in the table below:
December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Unpaid losses and loss adjustment expenses | | 13,489 | | 18,105 | | 18,656 | |
Annuities | | 1,629 | | 1,514 | | 1,507 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Provisions for unpaid losses and LAE, gross (balance sheet) | | 15,118 | | 19,619 | | 20,163 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Winterthur reinsurance business 1) | | (163) | | (282) | | (377) | |
German health care business 2) | | (236) | | (194) | | (198) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Provisions for unpaid losses and LAE, gross | | 14,719 | | 19,143 | | 19,588 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) The Winterthur reinsurance business was divested in 1998. A 100% reinsurance contract was entered into for those contracts that were not novated. |
2) German health care business, which is included in the non-life business segment, is excluded from the reclassifications of unpaid losses and LAE in the table below and is not a property-casualty business. |
The following table sets forth the movements of provisions for unpaid losses and LAE, including the effect of reinsurance ceded, for the non-life insurance business:
in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Unpaid losses and LAE, gross, January 1 | | 19,143 | | 19,588 | | 20,604 | |
Reinsurance recoverables on unpaid losses | | (2,338) | | (2,892) | | (3,914) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Provisions for unpaid losses and LAE, net, January 1 | | 16,805 | | 16,696 | | 16,690 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Discontinued operations 1) | | (4,788) | | (221) | | 0 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Current
accident year |
| 6,567 | | 10,937 | | 10,707 | |
Prior
accident years 2) |
| 116 | | (172) | | 79 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Losses and LAE incurred | | 6,683 | | 10,765 | | 10,786 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Current
accident year |
| (2,919) | | (5,173) | | (4,796) | |
Prior
accident years |
| (2,933) | | (3,928) | | (4,750) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Losses and LAE paid | | (5,852) | | (9,101) | | (9,546) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Foreign currency translation impact | | 293 | | (661) | | (234) | |
Other 3) | | 0 | | (673) | | (1,000) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Provisions for unpaid losses and LAE, net, December 31 | | 13,141 | | 16,805 | | 16,696 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Reinsurance recoverables on unpaid losses | | 1,578 | | 2,338 | | 2,892 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Provisions for unpaid losses and LAE, gross, December 31 | | 14,719 | | 19,143 | | 19,588 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) This includes provisions for losses and LAE related to disposed businesses (Italy, UK and Republic in 2003 and Portugal and Singapore in 2002). |
2) The loss on prior accident years in 2003 is impacted by certain reinsurance contracts related to businesses sold in 2002 and earlier. The profit on prior accident years in 2002 was primarily due to subsidiaries in Italy and the UK. In 2001, the loss was mainly driven by subsidiaries in the US and Spain. |
3) This includes provisions for losses and LAE for subsidiaries/portfolios, that Winterthur sold in 2002 and 2001, respectively. In 2002, CHF –681 million for France and Austria are included for which Winterthur announced the disposal in 2001 and finalized the sale in 2002. In 2001, CHF 513 million for CGU Belgium and CHF 417 million for the Prudential portfolio are included, which Winterthur acquired in 2001, and CHF –1,944 million for Winterthur International, Winterthur Swiss Insurance (Asia), Hong Kong and the Czech non-life portfolio, which Winterthur divested in 2001. |
Gross provisions for losses and LAE for asbestos and environmental claims were CHF 704 million and CHF 742 million as of December 31, 2003 and 2002, respectively. Of this amount, CHF 613 million in 2003 and CHF 639 million in 2002 related to claims in North America. Net provisions for losses and LAE for asbestos and environmental claims were CHF 202 million and CHF 192 million as of December 31, 2003 and 2002, respectively. Of this amount, CHF 129 million in 2003 and CHF 107 million in 2002 related to claims in North America. The difference between the gross and net provisions for loss and LAE from asbestos and environmental claims is primarily due to reinsurance on H.S. Weavers (refer to note 9). Due to uncertainties such as changes in legislation, additional liabilities for asbestos and environmental claims may arise for amounts in excess of the current provisions, of which the amounts cannot be reasonably estimated. However, the Group believes it is not likely that any such additional losses will have a material adverse effect on the Group’s financial condition and results of operations.
As of December 31, 2003 and 2002, the carrying value of certain annuity type non-life reserves that are discounted, on a gross basis, were CHF 3,889 million and CHF 3,550 million, respectively. The discount amounts were CHF 1,863 million and CHF 1,724 million for 2003 and 2002, respectively. The discount rates used were between 3% and 6% for 2003 and 2002, respectively. The amounts for 2002 exclude CHF 86 million on a gross basis and CHF 34 million on a discounted basis related to the Portuguese business, which was a discontinued operation.
Life contracts with guarantees
The following table sets forth the movement in liabilities for minimum guaranteed death benefits and annuitization options reflected in the general account “Provisions for future policyholder benefits” as a result of the adoption of SOP 03-1:
| | Minimum | | | | | |
| | guaranteed | | | | | |
| | death | | Annuitization | | Total | |
in CHF m | | benefits | | options | | 2003 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance January 1 | | 35 | | 333 | | 368 | |
Incurred guaranteed benefits | | 20 | | (98) | | (78) | |
Paid guaranteed benefits | | 0 | | (18) | | (18) | |
Other | | (1) | | (1) | | (2) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance December 31 | | 54 | | 216 | | 270 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The most significant guarantees were provided on the Swiss group life businesses for annuitization options. The actuarial assumptions used to determine the required reserve are based on the internally developed mortality tables 1996/2000, lapse rates based on internal statistics updated for 2003, a long-term investment return of 4.5% and an original conversion rate of 7.2%, which was reduced during 2003 to 6.8%, depending on gender and age.
As of December 31, 2003, the Group had the following variable contracts with guarantees:
| | Event of | | At | |
December 31, 2003, in CHF m, except where indicated | | death | | annuitization | |
| | | | | |
| | | | | |
| | | | | |
Account value | | 910 | | 116 | |
Net amount at risk | | 8,689 | 1) | 40 | 2) |
Average attained age of contract holder (in years) | | 38 | | – | |
Weighted average period remaining until expected annuitization (in years) | | – | | 7 | |
| | | | | |
| | | | | |
| | | | | |
1) Current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date. |
2) Present value of the minimum guaranteed annuity payments available to the contract holder determined in accordance with the terms of the contract in excess of the current account balance. |
The account balances for contracts with guarantees were invested in the following investments at December 31, 2003. The balances below do not include investments made in connection with the Swiss group life business, as this business is not considered a separate account business under the applicable accounting rules.
December 31, 2003, in CHF m | | | |
| | | |
| | | |
| | | |
Debt securities | | 10 | |
Equity securities | | 932 | |
Real estate | | 2 | |
Cash and cash equivalents | | 82 | |
| | | |
| | | |
| | | |
Total | | 1,026 | |
| | | |
| | | |
| | | |
25 Participating policies of the insurance businesses
Participating policies are policies where policyholders participate in the results based on the experience of the insurer, depending on company practice, legal requirements and/or market conditions and the jurisdiction. The amount of dividends to be paid is determined annually by the executive board of the respective companies where the dividends are paid.
Participating business for non-life insurance represented approximately 12% and 8% of the total non-life insurance premium income for the years ended December 31, 2003 and 2002, respectively. The increase in the percentage of participating business is mainly driven by the decrease in premium income for non-participating policies due to the disposal of operations in the UK and Italy.
Participating business for life insurance represented approximately 76% and 75% of the total life insurance sum assured in force as of December 31, 2003 and 2002, respectively, and approximately 67% of life insurance premium income for both 2003 and 2002.
As of December 31, 2003 and 2002, the amount of policyholder dividends incurred for the non-life business was an expense of CHF 397 million and income of CHF 219 million, respectively. The amount of policyholder dividends paid for the life insurance business was CHF 744 million (excluding the disposal of operations in Italy) and CHF 1,230 million for the years ended December 31, 2003 and 2002, respectively. The amount of dividends to policyholders paid in the future will be affected by the implementation of a “legal quote” in Switzerland, as discussed in note 3 above.
26 Long-term debt
The following table sets forth the details of long-term debt:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Bonds | | 81,371 | | 87,235 | |
Time deposits and other long-term debt | | 8,326 | | 18,205 | |
| | | | | |
| | | | | |
| | | | | |
Total long-term debt | | 89,697 | | 105,440 | |
| | | | | |
| | | | | |
| | | | | |
of
which subordinated bonds |
| 19,081 | | 21,523 | |
| | | | | |
| | | | | |
| | | | | |
Bonds
The Group issues both CHF and non-CHF denominated fixed and variable rate bonds. The weighted average coupon is based on the contractual terms, although for zero bonds the yield to maturity is applied. The Group uses derivative contracts, primarily interest rate and currency swaps, as hedges for some of its debt issues. The effect of these derivatives are not included in the calculation of interest expense on the associated debt.
The following table summarizes the details of bonds:
| | | | Weighted | | | | | |
| | | | average | | | | Amount | |
December 31, 2003 | | | | coupon | | Maturities | | in CHF m | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Credit Suisse Group | | Senior notes | | 3.88% | | 2004-2009 | | 2,666 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Credit Suisse Group Finance (Guernsey) Ltd., St. Peter Port | | Senior notes | | 4.12% | | 2004-2019 | | 1,261 | |
| | Subordinated notes | | 5.70% | | 2005-2017 | | 3,519 | 1) |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Credit Suisse Group Finance (Luxembourg) S.A., Luxembourg | | Senior notes | | 3.20% | | 2005 | | 348 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Credit Suisse Group Finance (U.S.) Inc., Wilmington | | Senior notes | | 5.75% | | 2005 | | 2,039 | |
| | Subordinated notes | | 4.39% | | 2010-2020 | | 2,887 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Neue Aargauer Bank, Aarau | | Subordinated notes | | 4.73% | | 2010-2012 | | 224 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Bank Leu AG, Zurich | | Subordinated notes | | 5.00% | | 2006 | | 94 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Credit Suisse, Zurich | | Senior notes | | 5.50% | | 2005 | | 98 | |
| | Subordinated notes | | 4.52% | | 2005-2011 | | 2,147 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Credit Suisse Guernsey Branch, St. Peter Port | | Subordinated notes | | 3.22% | | 2011-2013 | | 1,077 | 2) |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
JOHIM (Holdings) Ltd., London | | Senior notes | | 6.50% | | 2004 | | 110 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Credit Suisse First Boston, Zurich | | Senior notes | | 4.36% | | 2004-2049 | | 12,768 | |
| | Subordinated notes | | 2.58% | | 2004-2032 | | 5,624 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Credit Suisse First Boston Finance B.V., Amsterdam | | Senior notes | | 1.30% | | Perpetual | | 185 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Credit Suisse First Boston (Cayman) Ltd., George Town | | Senior notes | | 4.60% | | 2004-2006 | | 124 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Banco de Investimentos Credit Suisse First Boston S.A., Sao Paulo | | Subordinated notes | | 11.20% | | 2007 | | 62 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Credit Suisse First Boston Inc., New York | | Senior notes | | 4.60% | | 2004-2049 | | 30,149 | 3) |
| | Subordinated notes | | 6.57% | | 2004-2018 | | 1,094 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Credit Suisse First Boston International, London | | Senior notes | | 2.92% | | 2003-2049 | | 8,626 | |
| | Subordinated notes | | 5.53% | | 2004-2049 | | 2,353 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Winterthur Capital Ltd., Hamilton | | Senior notes | | 5.38% | | 2005 | | 780 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
«Winterthur» Swiss Insurance Company, Winterthur | | Senior notes | | 4.00% | | 2006 | | 500 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Swiss Mortgage Bond Bank | | Senior notes | | 2.78% | | 2004-2013 | | 2,636 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Total senior notes | | | | | | | | 62,290 | |
Total subordinated notes | | | | | | | | 19,081 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Total bonds | | | | | | | | 81,371 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
1) Of which CHF 1,101 m (GBP 500 m) are perpetual. |
2) Of which CHF 195 m (EUR 125 m) are perpetual. |
3) Of which CHF 28,904 m are issued by CSFB (USA) Inc. |
The following table sets forth the maturity structure of bonds:
| | | | Within | | Within | | Within | | Within | | More | | | |
| | Within | | 1 and 2 | | 2 and 3 | | 3 and 4 | | 4 and 5 | | than 5 | | Total | |
December 31, in CHF m | | 1 year | | years | | years | | years | | years | | years | | 2003 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Credit Suisse Group | | 548 | | 0 | | 648 | | 773 | | 348 | | 349 | | 2,666 | |
Credit Suisse Group Finance (Guernsey) Ltd., St. Peter Port | | 637 | | 1,249 | | 0 | | 0 | | 0 | | 2,894 | | 4,780 | |
Credit Suisse Group Finance (Luxembourg) S.A., Luxembourg | | 0 | | 348 | | 0 | | 0 | | 0 | | 0 | | 348 | |
Credit Suisse Group Finance (U.S.) Inc., Wilmington | | 0 | | 2,039 | | 0 | | 0 | | 0 | | 2,887 | | 4,926 | |
Neue Aargauer Bank, Aarau | | 0 | | 0 | | 0 | | 0 | | 0 | | 224 | | 224 | |
Bank Leu AG, Zurich | | 0 | | 0 | | 94 | | 0 | | 0 | | 0 | | 94 | |
Credit Suisse, Zurich | | 0 | | 615 | | 121 | | 0 | | 123 | | 1,386 | | 2,245 | |
Credit Suisse Guernsey Branch, St. Peter Port | | 0 | | 0 | | 0 | | 0 | | 0 | | 1,077 | | 1,077 | |
JOHIM (Holdings) Ltd., London | | 110 | | 0 | | 0 | | 0 | | 0 | | 0 | | 110 | |
Credit Suisse First Boston, Zurich | | 1,676 | | 1,091 | | 1,543 | | 2,830 | | 2,848 | | 8,404 | | 18,392 | |
Credit Suisse First Boston Finance B.V., Amsterdam | | 0 | | 0 | | 0 | | 0 | | 0 | | 185 | | 185 | |
Credit Suisse First Boston (Cayman) Ltd., George Town | | 54 | | 59 | | 11 | | 0 | | 0 | | 0 | | 124 | |
Banco de Investimentos Credit Suisse First Boston S.A., Sao Paulo | | 0 | | 0 | | 0 | | 62 | | 0 | | 0 | | 62 | |
Credit Suisse First Boston Inc., New York | | 3,347 | | 4,178 | | 4,379 | | 3,210 | | 4,275 | | 11,854 | | 31,243 | |
Credit Suisse First Boston International, London | | 1,129 | | 1,260 | | 1,221 | | 1,265 | | 2,933 | | 3,171 | | 10,979 | |
Winterthur Capital Ltd., Hamilton | | 0 | | 780 | | 0 | | 0 | | 0 | | 0 | | 780 | |
«Winterthur» Swiss Insurance Company, Winterthur | | 0 | | 0 | | 500 | | 0 | | 0 | | 0 | | 500 | |
Swiss Mortgage Bond Bank | | 147 | | 362 | | 466 | | 305 | | 402 | | 954 | | 2,636 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Total bonds | | 7,648 | | 11,981 | | 8,983 | | 8,445 | | 10,929 | | 33,385 | | 81,371 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Credit Suisse Group and Credit Suisse First Boston (USA) Inc., maintain committed unsecured 364-day credit facilities totaling CHF 2.5 billion as of December 31, 2003, with syndicates of international banks, which they elected not to renew during 2004. Credit Suisse First Boston, through various broker-dealer and bank subsidiaries, has negotiated secured bilateral committed credit arrangements with various third party banks. As of December 31, 2003, Credit Suisse First Boston maintained 3 such credit facilities that collectively totaled USD 1.45 billion (at March 31, 2004 there were 6 facilities totaling USD 2.45 billion). These facilities require Credit Suisse First Boston’s various broker-dealer and bank subsidiaries to pledge unencumbered marketable securities to secure any borrowings. Borrowings under each facility would bear interest at short-term rates related to either the Federal Funds rate or LIBOR and can be used for general corporate purposes. The facilities contain customary covenants that we believe will not impair our ability to obtain funding. As of December 31, 2003, no borrowings were outstanding under any of the facilities.
Mandatory convertible securities
On December 23, 2002, Credit Suisse Group Finance (Guernsey) Ltd. – a wholly-owned subsidiary of Credit Suisse Group – issued subordinated Mandatory Convertible Securities (“securities”) in the aggregate amount of CHF 1.25 billion. The securities were issued in the form of notes with a denomination of CHF 1,000 per note and a final maturity on December 23, 2005. Credit Suisse Group guaranteed the securities on a subordinated basis.
A fixed coupon amount of 6% per annum is payable at the discretion of the issuer – subject to certain coupon limitations – on December 23 of each year, beginning in 2003 and up to and including the maturity date. On each date Credit Suisse Group pays a cash dividend or any other cash distribution to its shareholders or, subject to certain exceptions, redeems any Credit Suisse Group shares (“shares”) or other junior or preferred obligations, an equivalent floating coupon amount per note is payable in respect of such number of shares corresponding to 32.33107 shares per note. Any coupon payment not due and payable will not remain owing or entitle holders to a claim in respect thereof upon a winding-up of the guarantor, or at any other time (i.e. coupons are non-cumulative).
Mandatory conversion at maturity (redemption)
Notes not converted before the 20th trading day prior to the maturity date will be redeemed through conversion into shares on the maturity date. Upon such conversion, each note holder shall receive between 26.93966 and 32.33107 shares per note converted based on the closing prices of the shares over a period prior to the maturity date.
Voluntary conversion at the option of the note holders
Notes may be converted into shares any time after February 3, 2003, and before the 20th trading day prior to the maturity date at the election of each note holder. Upon such conversion, each note holder making such election shall receive 26.93966 shares per note converted.
Early conversion at the option of the issuer
Notes may be converted into shares at any time after February 3, 2003, and before the 20th trading day prior to the maturity date at the option of the issuer. Upon such early conversion, holders will receive 32.33107 shares per note plus all remaining fixed coupon amounts scheduled for payment up to and including the maturity date. This option can only be exercised if certain coupon limitations do not apply and if the shares to be delivered have the same entitlements (including dividends) as the other outstanding shares. As of December 31, 2003, none of the mandatory convertible securities had been converted into shares.
Time deposits and other long-term debt
In addition to the bonds issued, the Group enters into various transactions for the purpose of long-term financing and borrowing. Included in these transactions are primarily note payables, interest rate swaps and other transactions. As all such financing instruments have a contractual maturity greater than one year, with various maturity dates through 2072.
The interest rates are in a range between 0.00% and 11.50%. The floating rates are generally based on LIBOR.
27 Other liabilities
The following table sets forth the details of other liabilities:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Negative replacement values of derivative instruments (hedging) | | 1,169 | | 682 | |
Brokerage payables | | 13,983 | | 19,334 | |
Provisions 1) | | 1,998 | | 2,420 | |
Restructuring liabilities | | 92 | | 126 | |
Interest and fees payable | | 10,883 | | 10,306 | |
Current tax liabilities | | 2,413 | | 2,150 | |
Deferred tax liabilities | | 2,238 | | 4,180 | |
Liabilities related to the insurance business | | 8,822 | | 7,850 | |
Other | | 19,702 | | 25,741 | |
| | | | | |
| | | | | |
| | | | | |
Total other liabilities | | 61,300 | | 72,789 | |
| | | | | |
| | | | | |
| | | | | |
1) Includes provision for off-balance sheet risk of CHF 138 million and CHF 208 million as of December 31, 2003 and 2002, respectively. |
28 Restructuring liabilities
The following table details the changes in the restructuring liabilities during 2003, 2002 and 2001, and the amounts included in the Group’s condensed consolidated balance sheet at:
| | 2003 | | | 2002 | | | 2001 | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
in CHF m | | Personnel | | Other | | Total | | Personnel | | Other | | Total | | Personnel | | Other | | Total | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Balance January 1 | | 75 | | 51 | | 126 | | 66 | | 6 | | 72 | | 481 | | 58 | | 539 | |
Net additions charged to income statement | | 80 | | 31 | | 111 | | 33 | | 10 | | 43 | | 53 | | 21 | | 74 | |
Write-offs/recoveries, net | | (94) | | (57) | | (151) | | (64) | | (13) | | (77) | | (482) | | (71) | | (553) | |
Transfers, foreign exchange | | 4 | | 2 | | 6 | | 40 | | 48 | | 88 | | 14 | | (2) | | 12 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Balance December 31 | | 65 | | 27 | | 92 | | 75 | | 51 | | 126 | | 66 | | 6 | | 72 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
In 2003, Credit Suisse Group recognized restructuring charges of CHF 138 million, of which CHF 12 million were reported in the Private Banking segment and CHF 126 million were reported at Winterthur (CHF 39 million in the Life & Pensions segment and CHF 87 million in the Insurance segment). Additionally, the Group recorded a release of provisions that were no longer required of CHF 27 million.
These charges reflect expenses related to a reorganization plan announced by Winterthur in February 2003 to realign its organizational structure in response to its decision to change from a growth strategy to a profitability strategy. Management anticipates that the majority of the reorganization activities at Winterthur will be completed by the end of 2004 and the total estimated cost of completing the reorganization will be approximately CHF 10 million.
The restructuring charges incurred at Winterthur in the year ended December 31, 2003, and the cumulative amount incurred as of December 31, 2003, consist of personnel expenses of CHF 86 million and other expenses of CHF 40 million. The personnel expenses were attributable to headcount reduction and related severance payments. Other expenses incurred were primarily attributable to termination costs and moving expenses related to the closure or subleasing of certain buildings, the termination of software licensing agreements, the write-off of fixed assets and consultancy fees.
In 2002, the Group recognized restructuring charges related to the insurance business, the private banking business with respect to efforts to refocus on private banking clients as well as severance payments at Credit Suisse First Boston. Restructuring charges in 2001 related to the insurance business and e-business activities. Prior to 2001, the Group recognized restructuring charges related to the acquisition of Donaldson, Lufkin & Jenrette, Inc. and Colonial UK.
29 Preferred securities
The Group has non-cumulative guaranteed perpetual preferred securities issued through wholly-owned special purpose subsidiaries in Guernsey, Channel Islands, that were established for the exclusive purpose of issuing such preferred securities and investing the gross proceeds in notes receivable of the Group. The preferred securities are classified as minority interests. The Group has made unsecured, subordinated guarantees for the benefit of the holders of the preferred securities of the issuers listed in the table below except for Credit Suisse First Boston Capital (Guernsey) I Ltd.
In December 2003, the FASB issued certain revisions to FIN 46 to clarify and expand on the accounting guidance for variable interest entities. In accordance with this revised guidance, the Group will deconsolidate the subsidiaries listed below at the end of the first quarter of 2004. As a result, the notes issued by the Group to those entities will be classified as
Long-term debt
of the Group, and the common securities issued by the entities and owned by the Group will be recorded by the Group as an asset. In addition, the preferred securities issued by the entities will no longer be included in the Group’s consolidated statement of financial condition. The deconsolidation of the entities will not have a material effect on the Group’s consolidated balance sheet or statement of income.
The following table summarizes details of perpetual preferred securities outstanding as of December 31, 2003:
| | | | | | | | | | | | Related notes | |
| | | | | | | | | | | | issued by CSG soley | |
| | Issue | | Notional amount | | Amounts | | | | redeemable by | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Issuer | | date | | Currency | | in m | | in CHF m | | Coupon rate | | issuer on and after | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Credit Suisse First Boston Capital (Guernsey) I Ltd. | | June 1999 | | USD | | 125 | | 154 | |
2.926% |
1) | June 29, 2004 | |
Credit Suisse Group Capital (Guernsey) II Ltd. | | June 2000 | | EUR | | 250 | | 390 | |
7.974% |
| June 21, 2010 | |
Credit Suisse Group Capital (Guernsey) III Ltd. | | June 2000 | | GBP | | 150 | | 330 | |
8.514% |
| June 15, 2015 | |
Credit Suisse Group Capital (Guernsey) IV Ltd. | | June 2000 | | CHF | | 150 | | 150 | |
6.500% |
| June 30, 2010 | |
Credit Suisse Group Capital (Guernsey) V Ltd. | | November 2001 | | EUR | | 400 | | 624 | |
6.905% |
| November 07, 2011 | |
Credit Suisse Group Capital (Guernsey) VI Ltd. | | December 2001 | | JPY | | 30,500 | | 352 | |
3.570% |
| December 18, 2006 | |
Credit Suisse Group Capital (Guernsey) VII Ltd. | | June 2002 | | JPY | | 17,000 | | 196 | |
3.500% |
| July 31, 2007 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Preferred securities issued | | | | | | | | 2,196 | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Held by Credit Suisse Group and Group companies | | | | | | | | (29) | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Preferred securities (notional amount) | | | | | | | | 2,167 | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Accrued dividends | | | | | | | | 47 | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total preferred securities | | | | | | | | 2,214 | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
1) Based on six-month LIBOR as of December 29, 2003, plus 1.70% |
30 Accumulated other comprehensive income
The following table sets forth the movements of accumulated other comprehensive income:
| | | | | | Unrealized | | Minimum | | Accumulated | |
| | Gains/losses | | Cumulative | | gains/ | | pension | | other com- | |
| | cash flow | | translation | | (losses) | | liability | | prehensive | |
in CHF m | | hedge | | adjustment | | on securities | | adjustment | | income | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Balance December 31, 2000 | | (157) | | 562 | | 5,890 | | (1) | | 6,294 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Change | | (98) | | 64 | | (3,052) | | (215) | | (3,301) | |
Reclassification adjustments | | 0 | | 0 | | (330) | | 0 | | (330) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Balance December 31, 2001 | | (255) | | 626 | | 2,508 | | (216) | | 2,663 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Change | | 221 | | (2,928) | | (489) | | (365) | | (3,561) | |
Reclassification adjustments | | 0 | | 0 | | (358) | | 0 | | (358) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Balance December 31, 2002 | | (34) | | (2,302) | | 1,661 | | (581) | | (1,256) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Change | | 36 | | (1,019) | | (478) | | 4 | | (1,457) | |
Reclassification adjustments | | 1 | | 235 | | (42) | | 0 | | 194 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Balance December 31, 2003 | | 3 | | (3,086) | | 1,141 | | (577) | | (2,519) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
31 Earnings per share
The following table sets forth details of the calculation of earnings per share:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Income/(loss) from continuing operations before extraordinary items and cumulative effect of accounting changes | | 1,675 | | (4,080) | | (904) | |
Income/(loss) from discontinued operations, net of tax | | (346) | | (447) | | 122 | |
Extraordinary items, net of tax | | 7 | | 18 | | 0 | |
Cumulative effect of accounting changes, net of tax | | (566) | | 61 | | 123 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net income available for common shares for basic EPS | | 770 | | (4,448) | | (659) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Interest on convertible securities | | – | 1) | – | 2) | – | 2) |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net income available for common shares for diluted EPS | | 770 | | (4,448) | | (659) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Weighted-average common shares outstanding for basic EPS | | 1,168,883,452 | | 1,154,529,909 | | 1,134,355,261 | |
Potential dilutive common shares | | | | | | | |
Contingent
issuable shares |
| 23,956,296 | | – | 2) | – | 2) |
Incremental shares from assumed conversions | | | | | | | |
Convertible
securities |
| – | 1) | – | 2) | – | 2) |
Share
options |
| 7,606,650 | | – | 2) | – | 2) |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Adjusted weighted-average common shares for diluted EPS | | 1,200,446,398 | | 1,154,529,909 | | 1,134,355,261 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Basic earnings per share, in CHF | | | | | | | |
Income/(loss) from continuing operations before extraordinary items and cumulative effect of accounting changes | | 1.43 | | (3.53) | | (0.80) | |
Income/(loss) from discontinued operations, net of tax | | (0.30) | | (0.39) | | 0.11 | |
Extraordinary items, net of tax | | 0.01 | | 0.02 | | 0.00 | |
Cumulative effect of accounting changes, net of tax | | (0.48) | | 0.05 | | 0.11 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net income/(loss) | | 0.66 | | (3.85) | | (0.58) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Diluted earnings per share, in CHF | | | | | | | |
Income/(loss) from continuing operations before extraordinary items and cumulative effect of accounting changes | | 1.39 | | (3.53) | | (0.80) | |
Income/(loss) from discontinued operations, net of tax | | (0.29) | | (0.39) | | 0.11 | |
Extraordinary items, net of tax | | 0.01 | | 0.02 | | 0.00 | |
Cumulative effect of accounting changes, net of tax | | (0.47) | | 0.05 | | 0.11 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net income/(loss) | | 0.64 | | (3.85) | | (0.58) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) For 2003, the computation of the diluted earnings per share excludes the effect of the potential exchange of convertible securities into 40,413,838 shares, as the effect would be antidilutive. |
2) For 2002 and 2001, the computation of the diluted earnings per share excludes the effect of the contingent issuable shares, the potential exchange of convertible securities and the potential exercise of share options, as the effect would be antidilutive. |
32 Income taxes
The following table sets forth the details of current and deferred taxes:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Switzerland | | 466 | | 391 | | 570 | |
Foreign | | 955 | | (208) | | 634 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Current income tax expense | | 1,421 | | 183 | | 1,204 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Switzerland | | 39 | | (547) | | 179 | |
Foreign | | (1,473) | | 255 | | (1,589) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Deferred income tax expense/(benefit) | | (1,434) | | (292) | | (1,410) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Income tax expense/(benefit) | | (13) | | (109) | | (206) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Expense/(benefit) for income taxes on discontinued operations | | 124 | | 0 | | 3 | |
Expense/(benefit) for income taxes on cumulative effect of accounting changes | | (183) | | 0 | | 56 | |
Income tax expense/(benefit) reported in shareholders' equity related to: | | | | | | | |
Cumulative
translation adjustment |
| (16) | | 14 | | 0 | |
Unrealized
gains/losses on securities |
| (217) | | (384) | | (602) | |
Minimum
pension liability adjustment |
| (59) | | (142) | | (60) | |
Gains/losses
on cash flow hedges |
| 3 | | (1) | | (8) | |
Share
based compensation and treasury shares |
| 58 | | 8 | | (257) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The following table is a reconciliation of taxes computed at the Swiss statutory rate of 25% to the actual income tax expense/(benefit):
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Income tax expense/(benefit) computed at the statutory tax rate | | 441 | | (1,062) | | (217) | |
Increase/(decrease) in income taxes resulting from: | | | | | | | |
Tax
rate differential |
| (598) | 1) | (243) | | (622) | |
Non-deductible
amortization of goodwill and
intangible assets |
| 502 | | 165 | | 490 | |
Other
non-deductible expenses |
| 394 | | 1,322 | | 267 | |
Additional
taxable income |
| 311 | | 23 | | 125 | |
Lower
taxed income |
| (452) | | (968) | | (484) | |
Changes
in tax law and rates |
| (471) | 1) | 156 | | 189 | |
Changes
in deferred tax valuation allowance |
| (114) | | 856 | | 302 | |
Other |
| (26) | | (358) | | (256) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Income tax expense/(benefit) | | (13) | | (109) | | (206) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) In December 2003, the German government abolished the tax exemption for realized gains on equities and dividend income for investments held by life and health insurance companies. Retroactive changes were also made to the taxation of investment funds. This change resulted in a release of the deferred tax provision that the Group was holding in respect of realized and unrealized gains in investment funds. The change resulted in a tax benefit of CHF 782 million for the year ended December 31, 2003, of which CHF 711 million was allocated to the policyholders. The impact on net profit was CHF 71 million for the year ended December 31, 2003. |
At December 31, 2003, the Group had accumulated undistributed earnings from foreign subsidiaries of CHF 5,983 million. No deferred tax has been recorded, as these earnings are considered indefinitely reinvested. It is not practicable to estimate the amount of unrecognized deferred tax liabilities for these undistributed foreign earnings.
Foreign income from continuing operations before taxes, minority interests, extraordinary items and cumulative effect of accounting changes was CHF 2,525 million, CHF –1,624 million and CHF –2,243 million at December 31, 2003, 2002 and 2001, respectively.
Net operating loss carry-forwards were CHF 10,530 million at December 31, 2003, of which CHF 2,707 million have no expiration date and CHF 7,823 million expire at various dates through to 2023. Net operating loss carry-forwards were CHF 13,260 million at December 31, 2002.
The following table sets forth details of the tax effect of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Insurance technical provisions | | 1,611 | | 1,394 | |
Employment compensation and benefits | | 1,611 | | 1,910 | |
Investment securities | | 420 | | 1,119 | |
Deferred policy acquisition costs | | 40 | | 31 | |
Provisions | | 1,813 | | 2,644 | |
Derivatives | | 349 | | 639 | |
Real estate | | 435 | | 334 | |
NOL carry-forwards | | 3,289 | | 3,943 | |
Other | | 1,795 | | 2,213 | |
| | | | | |
| | | | | |
| | | | | |
Gross deferred tax asset before valuation allowance | | 11,363 | | 14,227 | |
Less valuation allowance | | (1,653) | | (1,931) | |
| | | | | |
| | | | | |
| | | | | |
Gross deferred tax assets net of valuation allowance | | 9,710 | | 12,296 | |
| | | | | |
| | | | | |
| | | | | |
Insurance technical provisions | | (888) | | (561) | |
Employment compensation and benefits | | (245) | | (216) | |
Investment securities | | (1,209) | | (2,926) | |
Present value of future profits | | (1,155) | | (1,384) | |
Deferred policy acquisition costs | | (755) | | (728) | |
Business combinations | | (906) | | (2,415) | |
Derivatives | | (365) | | (613) | |
Software capitalization | | (83) | | (142) | |
Leasing | | (119) | | (139) | |
Real estate | | (411) | | (558) | |
Other | | (824) | | (1,244) | |
| | | | | |
| | | | | |
| | | | | |
Gross deferred tax liabilities | | (6,960) | | (10,926) | |
| | | | | |
| | | | | |
| | | | | |
Net deferred tax assets/(liabilities) | | 2,750 | | 1,370 | |
| | | | | |
| | | | | |
| | | | | |
Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Group will realize the benefits of these deductible differences, net of the existing valuation allowances as of December 31, 2003. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced.
The valuation allowance was CHF 1,155 million at January 1, 2001. The valuation allowance increased CHF 245 million in 2001. The valuation allowance increased CHF 531 million in 2002 and decreased CHF 278 million in 2003.
33 Employee compensation
The Group’s share-based compensation program is an important element of its overall compensation packages for key employees and senior executives. This program represents a portion of the Group’s bonuses and is also used for retention incentives and special awards. Awards are generally granted in the form of shares or share options. At February 10, 2004, the Group had conditional capital of 46,525,413 shares available for future share-based compensation awards. However, the Group is also permitted to satisfy its obligation for these awards by purchasing treasury shares.
In the third quarter of 2003, the Group introduced three-year vesting for share options and certain shares, primarily those related to non-Swiss Credit Suisse First Boston program participants. The Group will expense such awards as they vest over the three-year service period.
On September 9, 2003, the Group completed its option reduction program, which entitled employees to exchange on a value-for-value basis certain existing share options for new share options and shares. The exercise price of the new share options was 10% above the market price of the Group’s shares on the valuation date. These share options are restricted for one year following the exchange and expire seven years after the exchange. The new shares were granted at the market price of the Group’s shares on the valuation date and are restricted for one year following the exchange. In accordance with SFAS 123, the Group did not recognize any compensation expense as a result of the exchange. The following table provides a summary of the exchange resulting from the option reduction program.
| | | | Weighted- | | Weighted- | | | |
| | | | average | | average | | Total | |
| | Number of | | exercise | | fair | | fair | |
| | options/shares | | price | | value | | value | |
| | in m | | in CHF | | in CHF | | CHF m | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Exchanged options | | (66.6) | |
56.40 |
| 14.40 | | (958.5) | |
New options | | 2.7 | | 50.55 | | 14.73 | | 39.5 | |
New shares | | 20.0 | | – |
| 45.95 | | 919.0 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
In prior years, certain employees received a part of their compensation in the form of a financial instrument linked to Credit Suisse First Boston’s long-term performance. Each unit entitles a holder to a potential future cash payment linked to Credit Suisse First Boston’s operating return on average allocated capital, taking into account the Group’s cost of capital. Units are subject to vesting and forfeiture provisions. The number of units received by an individual was based upon a fixed monetary amount approved by the Compensation Committee on the date of grant. In 2002 and 2001, employees were granted units with an initial value of USD 68 million and USD 304 million, respectively. No units were granted during 2003.
Share options
Share options are granted at an exercise price that is generally equal to the market price of Credit Suisse Group’s shares on the date of grant. In addition, a majority of the share options cannot be exercised until at least one year after the grant date, become exercisable over various periods and expire after ten years. The following table presents the share option activities during the periods indicated:
| | 2003 | | 2002 | | 2001 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | Weighted- | | | | Weighted- | | | | Weighted- | |
| | | | average | | | | average | | | | average | |
| | | | exercise | | | | exercise | | | | exercise | |
| | Number | | price | | Number of | | price | | Number of | | price | |
| | of options | | in CHF | | options | | in CHF | | options | | in CHF | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Outstanding January 1 | | 139,242,643 | | 54.85 | | 87,576,423 | | 66.81 | | 54,988,916 | | 62.03 | |
Granted 1) | | 134,995 | | 41.11 | | 54,392,144 | | 36.07 | | 39,890,090 | | 68.21 | |
Exercised | | (1,838,561) | | 48.71 | | (892,209) | | 52.88 | | (5,752,475) | | 39.53 | |
Forfeited | | (2,487,166) | | 53.64 | | (1,833,715) | | 70.49 | | (1,550,108) | | 34.42 | |
Exchanged, net | | (63,895,780) | | 56.65 | | – | | – | | – | | – | |
Expired | | (1,634,000) | | 67.50 | | – | | – | | – | | – | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Outstanding December 31 | | 69,522,131 | | 53.07 | | 139,242,643 | | 54.85 | | 87,576,423 | | 66.81 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Exercisable December 31 | | 33,846,230 | | 57.62 | | 26,150,828 | | 53.97 | | 15,742,784 | | 45.45 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
1) Includes options approved by the Compensation Committee subsequent to December 31 as part of the year-end compensation process. 36,380 of these options granted in 2003 are attributable to future service periods and are therefore not considered as outstanding for SFAS 123 purposes. |
The table below provides additional information about share options outstanding as of December 31, 2003:
| | Options outstanding | | | Options excercisable | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | Weighted | | Weighted | | | | Weighted | |
| | | | average | | average | | | | average | |
Range of | | Number of | | remaining | | exercise | | Number of | | exercise | |
exercise price | | options | | life | | price | | options | | price | |
in CHF | | outstanding | | in years | | in CHF | | exercisable | | in CHF | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
12.50 – 25.00 | | 4,142,480 | | 2.07 | | 15.40 | | 4,142,480 | | 15.40 | |
25.01 – 37.50 | | 21,848,164 | | 8.60 | | 32.01 | | 3,578,629 | | 33.43 | |
37.51 – 50.00 | | 4,313,810 | | 5.58 | | 45.03 | | 3,818,683 | | 44.88 | |
50.01 – 62.50 | | 9,991,757 | | 6.16 | | 53.67 | | 5,665,873 | | 54.67 | |
62.51 – 75.00 | | 17,203,362 | | 7.68 | | 68.46 | | 7,726,543 | | 68.64 | |
75.01 – 100.00 | | 12,022,558 | | 6.98 | | 84.69 | | 8,914,022 | | 84.75 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total | | 69,522,131 | | 7.16 | | 53.07 | | 33,846,230 | | 57.62 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
The following amounts are the weighted-average fair values and exercise prices of options at the date of grant relating to share options whose exercise price was equal to the market price of Credit Suisse Group’s shares at the date of grant.
1)
in CHF | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Weighted-average fair values of options at the date of grant | | 13.78 | | 12.35 | | 19.61 | |
Weighted-average exercise prices per option granted | | 41.11 | | 36.07 | | 68.21 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) Weighted-average calculation includes options granted subsequent to the financial year-end as part of the financial year compensation. |
The following table presents the weighted-average assumptions used to value share options under the Black-Scholes valuation model.
1)
December 31 | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Expected dividend yield, in % | | 1.99 | | 1.83 | | 2.75 | |
Expected life of share options, in years | | 5 | | 5 | | 5 | |
Expected volatility, in % | | 44.05 | | 44.54 | | 37.70 | |
Expected CHF risk free interest rates, in % | | 1.69 | | 1.83 | | 2.98 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) Weighted-average calculation includes options granted subsequent to the financial year-end as part of the financial year compensation. |
Shares
Shares granted as compensation awards generally vest upon grant, whereas shares granted as retention awards generally vest between one and five years. The following table presents the share activities during the periods indicated:
| | Compensation | | Retention | | | |
Number of shares | | Awards | 1) | Awards | 2) | Total | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Outstanding at December 31, 2000 | | 32,202,648 | | 48,087,488 | | 80,290,136 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Granted 3) | | 7,187,779 | | 16,536,964 | | 23,724,743 | |
Settled | | (14,363,376) | | (15,499,395) | | (29,862,771) | |
Forfeited | | (276,052) | | (3,002,763) | | (3,278,815) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Outstanding at December 31, 2001 | | 24,750,999 | | 46,122,294 | | 70,873,293 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Granted 3) | | 7,388,257 | | 9,399,011 | | 16,787,268 | |
Settled | | (7,372,356) | | (16,761,059) | | (24,133,415) | |
Forfeited | | (254,715) | | (2,562,747) | | (2,817,462) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Outstanding at December 31, 2002 | | 24,512,185 | | 36,197,499 | | 60,709,684 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Granted 3) 4) | | 7,312,190 | | 66,374,099 | | 73,686,289 | |
Settled | | (10,262,710) | | (12,210,961) | | (22,473,671) | |
Forfeited | | (297,063) | | (2,802,825) | | (3,099,888) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Outstanding at December 31, 2003 | | 21,264,602 | | 87,557,812 | | 108,822,414 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) The weighted-average grant-date fair values per share of compensation awards granted during 2003, 2002 and 2001 were CHF 46.61, CHF 32.22 and CHF 70.75, respectively. |
2) The weighted-average grant-date fair values per share of retention awards granted during 2003, 2002 and 2001 were CHF 42.38, CHF 40.37 and CHF 69.22, respectively. |
3) Includes shares approved by the Compensation Committee subsequent to December 31 as part of the year-end-compensation process. 26,637,264, 5,709,943 and 5,538,269 of these shares, for 2003, 2002 and 2001, respectively, are attributable to future service periods and are therefore not considered as outstanding for SFAS 123 purposes. |
4) Includes 20,000,608 shares granted in the option reduction program and 19,187,860 special equity retention awards. |
34 Pension and post-retirement benefits
The provisions of SFAS No. 87, Employers Accounting for Pensions (SFAS 87) have been applied to the Group’s most significant plans. Both the assets and covered employees within these principal plans comprise in excess of 95% of the respective assets and covered employees in all of the Group’s defined benefit plans. The measurement date for the Group’s principal plans is September 30.
Swiss pension plans
The pension funds of the Group in Switzerland are defined benefit plans and are set up as trusts domiciled in Zurich and Winterthur. All employees in Switzerland are covered by these plans. The pension plan benefits exceed the minimum benefits required under Swiss law. The defined benefit plans in Switzerland comprise approximately 65% of all the Group’s employees participating in defined benefit plans, approximately 85% of the fair value of plan assets and approximately 80% of the pension benefit obligation of all defined benefit plans of the Group.
Employee contributions are calculated as a percentage of the employees’ salary level and age, varying between 7.5% and 10.5%. The Group’s contributions are 167% of the employees’ contributions for the Credit Suisse Group pension plan. For the Winterthur Swiss pension plan, the Group contributes at least the difference between the statutory costs of the plan and the contributions of the insured, the yield on the Pension Fund assets and the surplus from the Group insurance contracts, but in any event an amount equal to at least 100% of the employees’ contribution.
International pension plans
Various pension plans cover the Group’s employees in non-Swiss locations, including both defined benefit and defined contribution plans. Retirement benefits under the plans depend on age, contributions and salary. The Group’s funding policy with respect to these plans is consistent with local government and tax requirements. The assumptions used are derived based on local economic conditions. The Group’s most significant non-Swiss defined benefit plans exist in the United States, the United Kingdom and Germany. These retirement plans provide benefits in the event of retirement, death, disability or employment termination.
Post-retirement benefits other than pensions
In the United States and Canada, the Group sponsors post-retirement benefit plans and provides health care benefits for certain active and retired employees.
Defined benefit plans
The following table sets forth details of net periodic pension expenses for the Swiss and international defined benefit plans:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Service costs on benefit obligation | | 490 | | 554 | | 467 | |
Interest costs on benefit obligation | | 683 | | 687 | | 637 | |
Expected return on plan assets | | (897) | | (936) | | (863) | |
Amortization of | | | | | | | |
Unrecognized
transition obligation/(asset) |
| 69 | | 68 | | 67 | |
Prior
service cost |
| 40 | | 36 | | 3 | |
Unrecognized
(gains)/losses |
| 32 | | 11 | | (28) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net periodic pension costs | | 417 | | 420 | | 283 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Settlement (gains)/losses | | (1) | | 10 | | – | |
Curtailment (gains)/losses | | 0 | | 17 | | – | |
Disposals | | 4 | | (4) | | – | |
Termination losses | | 49 | | 39 | | 59 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total pension costs | | 469 | | 482 | | 342 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The following table shows the changes in the benefit obligation and the fair value of plan assets during 2003 and 2002, and the amounts included in the Group’s condensed consolidated balance sheet for the Group’s defined benefit pension and other post-retirement benefit plans as of December 31, 2003 and 2002, respectively:
| | Pension benefits | | Post-retirement benefits | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
in CHF m | | 2003 | | 2002 | | 2003 | | 2002 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Benefit obligation January 1 | | 16,781 | | 16,113 | | 72 | | 70 | |
Benefit obligation of countries added in current year | | 200 | | 96 | | – | | – | |
Plan participant contributions | | 215 | | 210 | | 1 | | 1 | |
Service cost | | 490 | | 554 | | 2 | | 2 | |
Interest cost | | 683 | | 687 | | 6 | | 5 | |
Plan amendments | | 3 | | 162 | | – | | – | |
Settlements | | (1) | | (76) | | – | | – | |
Curtailments | | (11) | | (19) | | – | | – | |
Disposals | | (89) | | (3) | | – | | – | |
Special termination benefits | | 49 | | 39 | | – | | – | |
Actuarial (gain)/losses | | 313 | | 75 | | 28 | | 7 | |
Business combinations | | – | | 32 | | – | | 5 | |
Benefit payments | | (778) | | (761) | | (6) | | (5) | |
Exchange rate (gains)/losses | | (73) | | (328) | | (10) | | (13) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Benefit obligation December 31 1) | | 17,782 | | 16,781 | | 93 | | 72 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Fair value of plan assets January 1 | | 14,364 | | 14,702 | | – | | – | |
Assets of countries added in current year | | 275 | | 81 | | – | | – | |
Actual return on plan assets | | 720 | | (369) | | – | | – | |
Group contributions | | 901 | | 758 | | 5 | | 5 | |
Plan participant contributions | | 215 | | 210 | | 1 | | – | |
Settlements | | – | | (90) | | – | | – | |
Curtailments | | – | | (17) | | – | | – | |
Disposals | | (66) | | – | | – | | – | |
Special termination benefits | | – | | 35 | | – | | – | |
Business combinations | | – | | 25 | | – | | – | |
Benefit payments | | (778) | | (761) | | (6) | | (5) | |
Exchange rate (gains)/losses | | (55) | | (210) | | – | | – | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Fair value of plan assets December 31 | | 15,576 | | 14,364 | | – | | – | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Total amount recognized December 31 | | | | | | | | | |
Funded status of the plan | | (2,206) | | (2,417) | | (93) | | (72) | |
Unrecognized | | | | | | | | | |
Net
transition obligation/(asset) |
| (9) | | 58 | | – | | – | |
Prior
service cost |
| 341 | | 378 | | (1) | | (2) | |
Net
actuarial (gains)/losses |
| 2,414 | | 2,089 | | 24 | | 1 | |
4th quarter employer contributions | | 116 | | 299 | | 1 | | 1 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Net amount recognized | | 656 | | 407 | | (69) | | (72) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Amounts recognized in the balance sheet consist of | | | | | | | | | |
Prepaid benefit costs | | 547 | | 348 | | – | | – | |
Accrued benefit liability | | (998) | | (1,056) | | (69) | | (72) | |
Intangible asset | | 266 | | 329 | | – | | – | |
Accumulated other comprensive income | | 841 | | 786 | | – | | – | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Net amount recognized | | 656 | | 407 | | (69) | | (72) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
1) The accumulated benefit obligation for all defined benefit pension plans in Switzerland was CHF 13,665 and CHF 12,568 for the years ended December 31, 2003 and 2002, respectively. |
The following table sets forth information for pension plans with an accumulated benefit obligation in excess of plan assets:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Projected benefit obligation | | 13,029 | | 12,774 | |
Accumulated benefit obligation | | 11,956 | | 11,606 | |
Fair value of plan assets | | 10,922 | | 10,327 | |
| | | | | |
| | | | | |
| | | | | |
The following table sets forth additional information on obligations and funded status:
| | Pension benefits | |
| | | | | |
| | | | | |
| | | | | |
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Increase in minimum liability included in other comprehensive income | | 98 | | 546 | |
| | | | | |
| | | | | |
| | | | | |
The following table sets forth details of the weighted-average assumptions used to determine benefit obligations:
| | Pension benefits | | Post-retirement benefits | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
December 31, in % | | 2003 | | 2002 | | 2003 | | 2002 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Discount rate | | 4.1 | | 4.1 | | 6.0 | | 6.3 | |
Salary increases | | 2.5 | | 2.6 | | – | | – | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
The following table sets forth details of the weighted-average assumptions used to determine net costs:
| | Pension benefits | | Post-retirement benefits | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
December 31, in % | | 2003 | | 2002 | | 2003 | | 2002 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Discount rate | | 4.1 | | 4.4 | | 6.3 | | 7.0 | |
Salary increases | | 2.5 | | 3.5 | | – | | – | |
Expected long-term rate of return on plan assets 1) | | 5.4 | | 6.0 | | – | | – | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
1) The expected long-term rate of return on plan assets used to determine the net benefit cost for 2003 of pension plans in Switzerland was 5.2 %. |
The following table sets forth the assumed health care cost trend rate:
| | Post-retirement benefits | |
| | | | | |
| | | | | |
| | | | | |
December 31, in % | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Assumed health care cost increase | | 4.6 | | 4.7 | |
| | | | | |
| | | | | |
| | | | | |
A 1% increase or decrease in the health care cost trend rate assumption would not have had a material impact on the accumulated post-retirement benefit obligation or expense.
The valuation of the defined benefit plans results in significant pension benefit costs that are calculated based on actuarial valuation methods. Inherent in these valuations are key assumptions, including discount rate and expected return on plan assets.
The discount rates used reflect the rates at which the pension benefits could be effectively settled. To determine discount rates, the Group considers several factors. Depending on the availability of adequate statistical data, the discount rate is based upon either high-quality corporate bond rates or government bond rates plus a premium to approximate high-quality corporate bond rates. Additionally, the change of the reference rates since the last measurement date is taken into consideration.
The expected rate of return on plan assets is determined on a plan-by-plan basis, taking into consideration the asset mix of the plan and observed historical returns. The rate of return on plan assets observed is compared to the long-term rate of return for those asset classes and, if available, also to benchmark indices for pension plan asset developments. Some plans are insured with life insurance. The assumption made to determine the expected rate of return for insured plans is derived from the guaranteed interest on the insurance contract plus an estimate for the expected participation of the pension fund in the investment returns of the insurer in excess of the minimal contractual interest rate (policyholder dividends). The expected return on plan assets is calculated based upon a market-related value of plan assets that recognizes changes in fair value of the plan assets in a systematic and rational manner over five years.
Gains and losses due to changes in the amount of the projected benefit obligation or plan assets resulting from experience different from that assumed and from changes in assumptions (e.g. change in discount rate) are included as a component of net periodic pension and post-retirement cost for a year if, at the beginning of the year, that unrecognized gain or loss exceeds 10% of the greater of the projected benefit obligation or the fair value of plan assets. The amount included in the net periodic pension and post-retirement cost is the excess divided by the average remaining service period of active employees expected to receive benefits of the plan.
Plan assets and investment policy for plans in Switzerland
The total fair value of plan assets for the pension plans in Switzerland is CHF 13,507 million for the year ended December 31, 2003. At December 31, 2003 and 2002, the total fair value of Credit Suisse Group securities included in the plan assets was CHF 381 million and CHF 395 million, respectively. In 2003 and 2002, respectively, the majority of these assets were invested in Credit Suisse Group bonds. The Group has two major pension plans in Switzerland, the Credit Suisse Group pension plan covering the majority of the employees of the banking units and the Winterthur Swiss pension plan. These two plans cover 67% and 29% of all plan assets in Switzerland, respectively. The majority of the plan assets of the Winterthur Swiss pension plan are fully insured with Winterthur Life Switzerland. The plan assets covered by this agreement amounted to CHF 3,664 million and CHF 3,521 million at December 31, 2003 and 2002, respectively.
The following table sets forth the weighted average asset allocation of the Group’s pension plan assets for plans in Switzerland:
| | Pension plan asset allocation | |
| | | | | |
| | | | | |
| | | | | |
December 31, in % | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Equity securities | | 12.9 | | 9.6 | |
Debt securities | | 29.8 | | 29.7 | |
Real estate | | 13.9 | | 12.9 | |
Alternative investments | | 5.7 | | 4.4 | |
Insurance | | 27.1 | | 27.8 | |
Liquidity | | 10.6 | | 15.6 | |
| | | | | |
| | | | | |
| | | | | |
Total | | 100.0 | | 100.0 | |
| | | | | |
| | | | | |
| | | | | |
The Credit Suisse Group pension plan employs a total return investment approach, whereby a diversified mix of equities, fixed income investments and alternative investments are used to maximize the long-term return of plan assets while incurring a prudent level of risk. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status and corporate financial condition. Furthermore, equity investments are diversified across Swiss and non-Swiss stocks as well as between growth, value, and small and large capitalization stocks. Other assets, such as real estate, private equity and hedge funds, are used to enhance long-term returns while improving portfolio diversification. Derivatives may be used to gain market exposure, but are not used to leverage the portfolio beyond the market value of the underlying investments. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews. To limit investment risk, the Credit Suisse Group pension plan follows defined strategic asset allocation guidelines. Depending on the market conditions, these guidelines are even more limited on a short-term basis. The range for the asset allocation is as follows:
| | Pension plan target asset allocation | |
| | | | | |
| | | | | |
| | | | | |
Credit Suisse Group pension plan, in % | | from | | to | |
| | | | | |
| | | | | |
| | | | | |
Equity securities | | 0.0 | | 40.0 | |
Debt securities | | 25.0 | | 60.0 | |
Real estate | | 15.0 | | 28.0 | |
Alternative investments | | 0.0 | | 15.0 | |
Liquidity | | 0.0 | | 35.0 | |
Amounts invested in non-CHF denominated investments | | 10.0 | | 40.0 | |
| | | | | |
| | | | | |
| | | | | |
The Winterthur Swiss pension plan is an insured plan. The determination of the long-term rate of return is based on the bonus expectations of the insurance contracts with Winterthur Life. The plan assets are invested in insurance contracts with Winterthur Life and in Winterthur managed funds. The Investment Committee of the plan decided not to invest at its own risk until it expects to achieve a higher rate of return on assets than the return on the Winterthur portfolio. This decision is reviewed quarterly.
The Group expects to contribute CHF 405 million to its pension plans in Switzerland in 2004.
Defined Contribution Plans
Credit Suisse Group also contributes to various defined contribution plans primarily in the US and the UK but also in other countries throughout the world. The contribution to these plans during 2003, 2002 and 2001 were CHF 122 million, CHF 164 million and CHF 109 million, respectively.
35 Related party transactions
Loans to members of the Board of Directors of Credit Suisse Group | 1) | | | |
in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance January 1 | | 30 | | 21 | | 24 | |
Additions | | 6 | | 9 | | 0 | |
Reductions | | 12 | | 0 | | 3 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance December 31 | | 24 | | 30 | | 21 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) None of the members of the Board of Directors has any executive function within the Group, which would require aggregated disclosure of outstanding loans with those of the members of the Group Executive Board. Number of individuals with outstanding loans at the beginning of the year and at the end of the year was nine. |
| | |
| | | | | | | |
Loans to members of the Group Executive Board | 1) | | | |
in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance January 1 | | 22 | | 33 | | 64 | |
Additions | | 6 | | 3 | | 2 | |
Reductions | | 22 | | 14 | | 33 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance December 31 | | 6 | | 22 | | 33 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) The number of individuals with outstanding loans at the beginning of the year and at the end of the year was five and seven, respectively. |
| | |
| | | | | | | |
Loans outstanding made by us or any of our subsidiaries to equity method investees: |
in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance January 1 | | 728 | | 276 | | 771 | |
Additions/(repayments), net | | (124) | | 452 | | (495) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Balance December 31 | | 604 | | 728 | | 276 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
A large majority of loans outstanding to members of the Board of Directors of Credit Suisse Group and the Group Executive Board are mortgages or loans against securities. All mortgage loans are granted either with variable interest rates or with fixed interest rates over a certain period. Typically, fixed mortgages are granted for periods of up to five years. Interest rates applied are based on refinancing costs plus a margin and are consistent with those applicable to other employees. When granting a loan to these individuals, the same credit approval and risk assessment procedures apply as for loans to all employees. Loans against securities are granted at interest rates applicable to similar loans granted to other employees. Interest rates applied are based on refinancing costs plus a margin. In principle, members of the Board of Directors are not granted employee conditions on any loans extended to them, but are generally subject to conditions applied to customers with a comparable credit standing. In addition, some individuals have outstanding loans in connection with certain private equity investment opportunities that Credit Suisse First Boston provides to some employees. Interest rates applied are based on refinancing costs plus a margin. Such loans are no longer extended. In addition, banking subsidiaries of Credit Suisse Group have entered into financing and other banking agreements with companies in which current members of the Board of Directors have a significant influence. As of December 31, 2003, the total exposure to such related parties amounted to CHF 72 million, including all advances and contingent liabilities. The highest exposure to such related parties for any of the years in the three-year period ended December 31, 2003, did not exceed CHF 87 million.
Credit Suisse Group, together with its subsidiaries, is a global financial services provider and, in particular, has major retail and corporate banking operations in Switzerland. The Group, therefore, typically has relationships with many large companies including those in which Credit Suisse Group Board members assume management functions or board member responsibilities. With one exception, none of the members of the Board of Directors or companies affiliated with them have important business relationships with Credit Suisse Group or its banking subsidiaries. All relationships with the directors and their affiliated companies are in the ordinary course of business and are granted at arms’ length.
36 Lease commitments
Operating leases
The following table sets forth details of future minimum operating lease commitments under non-cancellable operating leases:
Year ended December 31, in CHF m | | 2003 | |
| | | |
| | | |
| | | |
2004 | | 732 | |
2005 | | 672 | |
2006 | | 624 | |
2007 | | 548 | |
2008 | | 534 | |
Thereafter | | 6,075 | |
| | | |
| | | |
| | | |
Future operating lease commitments | | 9,185 | |
| | | |
| | | |
| | | |
Less minimum non-cancellable sublease rentals | | (1,394) | |
| | | |
| | | |
| | | |
Total net future minimum lease commitments | | 7,791 | |
| | | |
| | | |
| | | |
Rental expenses
The following table sets forth details of rental expenses for all operating leases:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Minimum rentals | | 770 | | 943 | | 763 | |
Sublease rental income | | (57) | | (34) | | (43) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total net rental expenses | | 713 | | 909 | | 720 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
37 Derivatives and hedging activities
Derivatives are generally either privately negotiated over-the-counter (OTC) contracts or standard contracts transacted through regulated exchanges. The Group’s most frequently used derivative products include interest rate, cross-currency and credit default swaps, interest rate and foreign currency options, foreign exchange forward contracts, and foreign currency and interest rate futures. A description of the key features of these instruments and the key objectives of holding or issuing these instruments is set out below.
Swaps
The Group’s swap agreements consist primarily of interest rate, equity and credit default swaps. The Group enters into swap agreements for trading and risk management purposes. Interest rate swaps are contractual agreements to exchange interest rate payments based on agreed notional amounts and maturity. Equity swaps are contractual agreements to receive the appreciation or depreciation in value based on a specific strike price on an equity instrument in exchange for paying another rate, which is usually based on an index or interest rate movements. Credit default swaps are contractual agreements in which one counterparty pays a periodic fee in return for a contingent payment by the protection seller following a credit event of a reference entity. A credit event is commonly defined as bankruptcy, insolvency, receivership, material adverse restructuring of debt or failure to meet payment obligations when due.
Options
The Group writes option contracts specifically designed to meet the needs of customers and for trading purposes. These written options do not expose the Group to the credit risk of the customer because the Group, not its counterparty, is obligated to perform. At the beginning of the contract period, the Group receives a cash premium. During the contract period, the Group bears the risk of unfavorable changes in the value of the financial instruments underlying the options. To manage this market risk, the Group purchases or sells cash or derivative financial instruments on a proprietary basis. Such purchases and sales may include debt and equity securities, forward and futures contracts, swaps and options.
The Group also purchases options to meet customer needs, for trading purposes and for hedging purposes. For purchased options, the Group obtains the right to buy or sell the underlying instrument at a fixed price on or before a specified date. During the contract period, the Group’s risk is limited to the premium paid. The underlying instruments for these options typically include fixed income securities, equities, foreign currencies and interest rate instruments or indices. Counterparties to these option contracts are regularly reviewed to assess creditworthiness.
Forwards and Futures
The Group enters into forward purchases and sales contracts for mortgage-backed securities, foreign currencies and commitments to buy or sell commercial and residential mortgages. In addition, the Group enters into futures contracts on equity-based indices and other financial instruments, as well as options on futures contracts. These contracts are typically entered into to meet the needs of customers, for trading purposes and for hedging purposes.
Forward contracts expose the Group to the credit risk of the counterparty. To mitigate this credit risk, the Group limits transactions with specific counterparties, regularly reviews credit limits and adheres to internally established credit extension policies.
For futures contracts and options on futures contracts, the change in the market value is settled with a clearing broker in cash each day. As a result, the credit risk with the clearing broker is limited to the net positive change in the market value for a single day.
In addition to the derivatives described above, the Group enters into contracts that are not considered derivatives in their entirety but include embedded derivative features. Such transactions primarily include issued and purchased structured debt instruments where the return may be calculated by reference to an equity security, index, or third-party credit risk, or that have non-standard interest or foreign currency terms. When such embedded derivative features are not considered clearly and closely related to the host instrument, the embedded features will be accounted for separately at fair value with subsequent changes in fair value reflected in the statement of income, provided the embedded features meet the definition of a derivative. Once separated, the derivative is recorded in the same line in the consolidated balance sheet as the host instrument.
On the date the derivative contract is entered into, the Group designates the derivative as belonging to one of the following categories:
-
(2) A risk management transaction that does not qualify as a hedge under accounting standards (referred to as an economic hedge);
-
(3) A hedge of the fair value of a recognized asset or liability;
-
(4) A hedge of the variability of cash flows to be received or paid related to a recognized asset or liability or a forecasted transaction; or
-
(5) A hedge of a net investment in a foreign operation.
Trading activities
The Group is active in most of the principal trading markets and transacts in many popular trading and hedging products. As noted above, this includes the use of swaps, futures, options and structured products (custom transactions using combinations of derivatives) in connection with its sales and trading activities. Trading activities include market-making, positioning and arbitrage activities. The majority of the Group’s derivatives held at December 31, 2003, were used for trading activities.
Economic hedges
The Group uses interest rate derivatives to manage its net interest rate risk on certain of its core banking business assets and liabilities. However, these economic hedge relationships, while used to manage risk, do not qualify for hedge accounting treatment under US GAAP. Assets and liabilities subject to economic hedging are accounted for on an accrual basis with associated interest revenue and expense included in
Net interest income
. Derivatives used for economic hedging are accounted for at fair value with changes in fair value recorded in
Trading revenues
.
The Group also uses credit derivatives to manage the credit risk on certain of its loan portfolios. These derivatives also do not qualify for hedge accounting treatment under US GAAP. Loans subject to such economic hedges are accounted for on an accrual basis. Credit losses required to be recognized are recorded in the statement of income in
Provision for credit losses
when a loan is considered impaired. Credit derivatives used to hedge the credit risk in these loans are accounted for at fair value with changes in fair value recorded in
Trading revenues
.
Fair value hedges
The Group maintains an overall interest rate risk management strategy that incorporates the use of derivative instruments to minimize fluctuations in earnings that are caused by interest rate volatility. The Group’s goal is to manage interest rate sensitivity by modifying the repricing or maturity characteristics of certain assets and liabilities so that the net interest income is not significantly affected by movements in interest rates. As a result of interest rate fluctuations, the fair value of hedged assets and liabilities will appreciate or depreciate.
In addition to hedging changes in fair value due to interest rate risk as discussed above, the Group uses:
-
Cross-currency swaps to convert foreign currency denominated fixed rate assets or liabilities to floating rate functional currency assets or liabilities, and
-
Foreign currency forward contracts to hedge the foreign currency risk associated with available-for-sale-securities. For such hedges, the time value portion of a foreign currency forward is excluded from the hedging relationship and is recorded in
Trading revenues
.
Derivatives that are designated and qualify as fair value hedges are recorded in the consolidated balance sheet at fair value with the carrying value of underlying hedged items also adjusted to fair value for the risk being hedged. Changes in the fair value of these derivatives are recorded in the same line item of the consolidated statement of income as the change in fair value of the risk being hedged for the hedged assets or liabilities.
The following table sets forth details of fair value hedges:
December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net gain/(loss) of the ineffective portion | | 50 | | (6) | | (14) | |
Fair value of open derivative transactions used as fair value hedges | | 3,755 | | 2,342 | | (9) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Cash flow hedges
The Group uses cash flow hedging strategies to mitigate its risk to variability of cash flows on loans, deposits and other debt obligations by using interest rate swaps to convert variable rate assets or liabilities to fixed rates. The Group also uses cross-currency swaps to convert foreign currency denominated fixed and floating rate assets or liabilities to fixed rate CHF assets or liabilities. Further, the Group uses derivatives to hedge the cash flows associated with forecasted transactions.
For cash flow hedges of forecasted transactions, the maximum length of time over which the Group hedges its exposure to the variability in future cash flows for forecasted transactions, excluding those forecasted transactions related to the payment of variable interest on existing financial instruments, is 16 months.
The effective portion of the change in the fair value of a derivative that is designated and qualifies as a cash flow hedge is recorded in
Accumulated other comprehensive income
(AOCI). These amounts are reclassified into earnings when the variable cash flow from the hedged item impacts earnings (e.g. when periodic settlements on a variable rate asset or liability are recorded in earnings). The ineffective portion of the change in the fair value of a cash flow hedging derivative is recorded in
Trading revenues
.
The following table sets forth details of cash flow hedges:
December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net gain/(loss) of the ineffective portion | | 1 | | 0 | | 0 | |
Expected reclassification from AOCI into earnings during the next twelve months | | (2) | | (5) | | (8) | |
Fair value of open derivative transactions used as cash flow hedges | | 94 | | 69 | | 1 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net investment hedges
The Group typically uses forward foreign exchange contracts to hedge selected net investments in foreign operations. The objective of these hedging transactions is to protect against adverse movements in foreign exchange rates.
The change in the fair value of a derivative used as a hedge of a net investment in a foreign operation is recorded in AOCI, to the extent the hedge is effective. The change in fair value representing hedge ineffectiveness is recorded in
Trading revenues
. The Group uses the forward method of determining effectiveness for net investment hedges, which results in the time value portion of a foreign currency forward being reported in AOCI, to the extent the hedge is effective.
The following table sets forth details of net investment hedges:
December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net gain/(loss) hedges included in the AOCI | | 15 | | 0 | | 0 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Hedge documentation
The Group formally documents all relationships between hedging instruments and hedged items, including the risk management objectives and strategy for undertaking hedge transactions. All derivatives that are designated as fair value, cash flow or foreign currency hedges are linked to specific assets and liabilities on the balance sheet or specific forecasted transactions. The Group also formally assesses, at inception of a hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items attributable to the hedged risk. When it is determined that a derivative has ceased to be highly effective, the Group discontinues hedge accounting prospectively as discussed below. The effectiveness of hedging relationships is determined by evaluating the statistical correlation between the hedged item and the hedging instrument.
Hedge discontinuation
The Group discontinues hedge accounting prospectively in the following circumstances:
-
(1) It is determined that the derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item (including forecasted transactions);
-
(2) The derivative expires or is sold, terminated, or exercised;
-
(3) The derivative is no longer designated as a hedging instrument because it is unlikely that the forecasted transaction will occur; or
-
(4) The Group otherwise determines that designation of the derivative as a hedging instrument is no longer appropriate.
When the Group discontinues hedge accounting because it determines that the derivative no longer qualifies as an effective fair value hedge, the derivative will continue to be carried on the balance sheet at its fair value, and the hedged asset or liability will no longer be adjusted for changes in fair value attributable to the hedged risk. Fair value adjustments to underlying hedged items will be amortized to the consolidated statement of income over the remaining life of the instrument. When hedge accounting is discontinued on a cash flow hedge, the net gain or loss will remain in
AOCI
and be reclassified into earnings in the same period or periods during which the formerly hedged transaction affects earnings. When the Group discontinues hedge accounting because it is probable that a forecasted transaction will not occur within the required time period, the derivative will continue to be carried on the balance sheet at its fair value, and gains and losses that were previously recorded in
AOCI
will be recognized immediately in earnings. In all other situations in which hedge accounting is discontinued, the derivative will be carried at its fair value on the consolidated balance sheet, with changes in its fair value recognized in current period earnings, unless re-designated as a hedging instrument.
In 2001, the Group adopted SFAS 133, Accounting for Derivatives and Hedging Activities, as amended by SFAS 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, and SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. In accordance with the transition provisions of SFAS 133, the Group recorded the following in its 2001 consolidated financial statements:
-
A net-of-tax cumulative adjustment of CHF 123 million in earnings to recognize the difference (attributable to the hedged risks) between the carrying values and fair values of related hedged assets and liabilities; and
-
A net-of-tax cumulative adjustment of CHF 17 million in
AOCI
to recognize at fair value all derivatives that are designated as cash flow hedging instruments.
The Group reclassified CHF 14 million from the transition adjustment that was recorded in
AOCI
into earnings for the year ended December 31, 2001.
The following table sets forth details of trading and hedging derivative instruments:
| | Trading | | | Hedging | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | Positive | | Negative | | | | Positive | | Negative | |
| | Notional | | replacement | | replacement | | Notional | | replacement | | replacement | |
December 31, 2003, in CHF bn | | amount | | value | | value | | amount | | value | | value | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Forward rate agreements | | 599.9 | | 0.4 | | 0.8 | | 1.2 | | 0.1 | | 0.0 | |
Swaps | | 7,340.1 | | 138.4 | | 136.7 | | 56.1 | | 2.4 | | 0.4 | |
Options bought and sold (OTC) | | 1,964.3 | | 16.9 | | 18.2 | | 0.0 | | 0.0 | | 0.0 | |
Futures | | 629.9 | | 0.0 | | 0.0 | | 1.1 | | 0.0 | | 0.0 | |
Options bought and sold (traded) | | 743.8 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Interest rate products | | 11,278.0 | | 155.7 | | 155.7 | | 58.4 | | 2.5 | | 0.4 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Forwards | | 697.2 | | 16.0 | | 17.4 | | 21.6 | | 0.6 | | 0.1 | |
Swaps | | 460.5 | | 24.3 | | 22.8 | | 4.5 | | 1.4 | | 0.0 | |
Options bought and sold (OTC) | | 326.6 | | 5.1 | | 5.7 | | 0.3 | | 0.0 | | 0.0 | |
Futures | | 11.6 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | |
Options bought and sold (traded) | | 1.5 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Foreign exchange products | | 1,497.4 | | 45.4 | | 45.9 | | 26.4 | | 2.0 | | 0.1 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Forwards | | 10.0 | | 0.9 | | 1.1 | | 0.0 | | 0.0 | | 0.0 | |
Swaps | | 2.2 | | 0.2 | | 0.1 | | 0.0 | | 0.0 | | 0.0 | |
Options bought and sold (OTC) | | 1.4 | | 0.1 | | 2.3 | | 0.0 | | 0.0 | | 0.0 | |
Futures | | 0.0 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | |
Options bought and sold (traded) | | 0.0 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Precious metals products | | 13.6 | | 1.2 | | 3.5 | | 0.0 | | 0.0 | | 0.0 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Forwards | | 33.7 | | 2.0 | | 2.4 | | 0.0 | | 0.0 | | 0.0 | |
Swaps | | 32.7 | | 1.4 | | 1.4 | | 0.0 | | 0.0 | | 0.0 | |
Options bought and sold (OTC) | | 185.9 | | 8.9 | | 10.3 | | 0.1 | | 0.0 | | 0.0 | |
Futures | | 31.5 | | 0.0 | | 0.1 | | 0.1 | | 0.0 | | 0.0 | |
Options bought and sold (traded) | | 133.6 | | 3.5 | | 3.4 | | 0.0 | | 0.0 | | 0.0 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Equity/index-related products | | 417.4 | | 15.8 | | 17.6 | | 0.2 | | 0.0 | | 0.0 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Forwards | | 0.0 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | |
Swaps | | 272.1 | | 4.0 | | 5.8 | | 0.5 | | 0.0 | | 0.0 | |
Options bought and sold (OTC) | | 2.2 | | 0.1 | | 0.2 | | 0.0 | | 0.0 | | 0.0 | |
Futures | | 0.2 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | |
Options bought and sold (traded) | | 0.1 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | | 0.0 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Other products | | 274.6 | | 4.1 | | 6.0 | | 0.5 | | 0.0 | | 0.0 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total derivative instruments | | 13,481.0 | | 222.2 | | 228.7 | | 85.5 | | 4.5 | | 0.5 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
The notional amount for derivative instruments (trading and hedging) was CHF 13,566.5 bn and CHF 12,570.5 bn as of December 31, 2003 and 2002, respectively. |
| | 2003 | | 2002 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | Positive | | Negative | | Positive | | Negative | |
| | replacement | | replacement | | replacement | | replacement | |
December 31, in CHF bn | | value | | value | | value | | value | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Replacement values (trading and hedging) before netting | | 226.7 | | 229.2 | | 238.0 | | 237.6 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Replacement values (trading and hedging) after netting | | 56.6 | | 59.1 | | 55.9 | | 54.2 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
38 Financial instruments with off-balance sheet risk
Guarantees
The following table sets forth details of contingent liabilities associated with guarantees:
| | Maturity | | Maturity | | Maturity | | Maturity | | | | | | | | | |
| | less than | | between | | between | | greater | | Total gross amount | | Total net amount 1) | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
December 31, in CHF m | | 1 year | | 1 to 3 years | | 3 to 5 years | | than 5 years | | 2003 | | 2002 | | 2003 | | 2002 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Credit guarantees and similar instruments | | 4,933 | | 2,206 | | 1,901 | | 1,107 | | 10,147 | | 8,927 | | 8,194 | | 7,026 | |
Perfomance guarantees and similar instruments | | 3,240 | | 1,043 | | 1,063 | | 194 | | 5,540 | | 5,156 | | 4,841 | | 4,673 | |
Securities lending indemnifications | | 21,888 | | 0 | | 0 | | 0 | | 21,888 | | 21,168 | | 21,888 | | 20,719 | |
Market value guarantees | | 89,509 | | 37,797 | | 72,383 | | 17,049 | | 216,738 | | 175,241 | | 216,738 | | 175,241 | |
Other guarantees 2) | | 2,017 | | 235 | | 79 | | 370 | | 2,701 | | 3,444 | | 2,701 | | 3,444 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Total guarantees | | 121,587 | | 41,281 | | 75,426 | | 18,720 | | 257,014 | | 213,936 | | 254,362 | | 211,103 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
1) Total net amount relates to gross amount less any participations. |
2) Contingent considerations in business combinations, loans sold with recourse, residual value guarantees and other indemnifications. |
As of December 31, 2003, the Group’s carrying value of amounts recorded for off-balance sheet risks was CHF 5.8 billion (CHF 11.6 billion as of December 31, 2002), including replacement value of market value guarantees reported on-balance sheet of CHF 5.7 billion as of December 31, 2003 (CHF 11.4 billion as of December 31, 2002).
The following table sets forth details of collateral in respect of guarantees:
| | Mortgage | | Other | | Without | | Total | |
December 31, in CHF m | | collateral | | collateral | | collateral | | 2003 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Credit guarantees and similar instruments | | 940 | | 3,564 | | 3,690 | | 8,194 | |
Perfomance guarantees and similar instruments | | 165 | | 1,991 | | 2,685 | | 4,841 | |
Securities lending indemnifications | | 0 | | 21,888 | | 0 | | 21,888 | |
Market value guarantees | | 0 | | 8,091 | | 208,647 | | 216,738 | |
Other guarantees | | 90 | | 966 | | 1,645 | | 2,701 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Total guarantees | | 1,195 | | 36,500 | | 216,667 | | 254,362 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Credit guarantees
are contracts that require the Group to make payments should a third party fail to do so under a specified existing credit obligation. For example, in connection with its corporate lending business and other corporate activities, the Group provides guarantees to counterparties in the form of standby letters of credit, which represent obligations to make payments to third parties if the counterparty fails to fulfill its obligation under a borrowing arrangement or other contractual obligation.
As part of the Group’s commercial mortgage activities in the US, the Group sells certain commercial mortgages that it has originated to Federal National Mortgage Association (FNMA) and agrees to bear a percentage of the losses should the borrowers fail to perform. The Group also issues guarantees that require it to reimburse FNMA for losses on certain whole loans underlying mortgage-backed securities issued by FNMA.
The Group also provides guarantees to variable interest entities and other counterparties under which it may be required to buy assets from such entities upon the occurrence of certain triggering events.
Performance guarantees and similar instruments
are arrangements that require contingent payments to be made when certain performance-related targets or covenants are not met. Such covenants may include a customer’s obligation to deliver certain products and services or to perform under a construction contract. Performance-related guarantees are frequently executed as part of project finance transactions.
Under certain circumstances, the Group has provided investors in private equity funds sponsored by a Group entity guarantees of potential obligations of certain general partners to return amounts previously paid as carried interest to those general partners. To manage its exposure, the Group generally withholds a portion of carried interest distributions to cover any repayment obligations. In addition, pursuant to certain contractual arrangements, the Group is obligated to make cash payments to certain investors in certain private equity funds if specified performance thresholds are not met.
Further, as part of the Group’s residential mortgage securitization activities in the United States, the Group at times guarantees the collection by the servicer and remittance to the securitization trust of prepayment penalties.
Securities lending indemnifications
are arrangements whereby the Group agrees to indemnify securities lending customers against losses incurred in the event that security borrowers do not return securities subject to the lending agreement and the collateral held is insufficient to cover the market value of the securities borrowed.
Market value guarantees
are issued in the ordinary course of business in the form of derivative contracts such as written put options and credit default swaps. Included in this category are certain written over-the-counter (OTC) put option contracts, pursuant to which the counterparty can potentially force the Group to acquire the underlying financial instrument or require the Group to make a cash payment in an amount equal to the decline in value of the financial instrument underlying the OTC put option. Also included in this category are credit derivatives that may subject the Group to credit spread or issuer default risk because the change in credit spreads or the credit quality of the underlying financial instrument may obligate the Group to make a payment. The Group seeks to manage these OTC derivatives exposures by engaging in various hedging strategies to reduce its exposure. For some contracts, such as written interest rate caps or foreign exchange options, the maximum payout is not determinable, as interest rates or exchange rates could theoretically rise without limit. The Group discloses the notional amounts in order to provide an indication of the underlying exposure. In addition, the Group carries all derivatives at fair value in the balance sheet.
Other guarantees
include acceptances and transactions with recourse and all other guarantees that are not allocated to one of the captions above.
The Group has certain guarantees for which its maximum contingent liability cannot be quantified. These guarantees are not reflected in the table above and are discussed below.
In connection with the sale of assets or businesses, the Group sometimes provides the acquiror with certain indemnification provisions. These indemnification provisions vary by counterparty in scope and duration and depend upon the type of assets or businesses sold. These indemnification provisions generally shift the potential risk of certain unquantifiable and unknowable loss contingencies (e.g. relating to litigation, tax, intellectual property matters and adequacy of claims reserves) from the acquirer to the seller. The Group closely monitors all such contractual agreements to ensure that indemnification provisions are adequately provided for in the Group’s financial statements. Contingencies with respect to significant indemnification provisions provided by the Group are discussed in note 3.
The Group provides indemnifications to certain counterparties in connection with its normal operating activities. The Group has determined that it is not possible to estimate the maximum amount it could be obligated to pay. As a normal part of issuing its own securities, the Group typically agrees to reimburse holders for additional tax withholding charges or assessments resulting from changes in applicable tax laws or the interpretation of those laws. Securities that include these agreements to pay additional amounts generally also include a related redemption or call provision if the obligation to pay the additional amounts results from a change in law or its interpretation and the obligation cannot be avoided by the issuer taking reasonable steps to avoid the payment of additional amounts. Since such potential obligations are dependent on future changes in tax laws, the related liabilities the Group may incur as a result of such changes cannot be reasonably estimated. In light of the related call provisions typically included, the Group does not expect any potential liabilities in respect of tax gross-ups to be material.
The Group is a member of numerous securities exchanges and clearing houses, and may, as a result of its membership arrangements, be required to perform if another member defaults. The Group has determined that it is not possible to estimate the maximum amount of these obligations and believes that any potential requirement to make payments under these arrangements is remote.
Other off-balance sheet commitments
The following table sets forth details of other off-balance sheet commitments:
| | Maturity | | Maturity | | Maturity | | Maturity | | | | | | | | | |
| | less than | | between | | between | | greater | | Total gross amount | | Total net amount | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
December 31, in CHF m | | 1 year | | 1 to 3 years | | 3 to 5 years | | than 5 years | | 2003 | | 2002 | | 2003 | | 2002 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Irrevocable commitments under documentary credits | | 3,463 | | 12 | | 6 | | 0 | | 3,481 | | 3,528 | | 3,212 | | 3,242 | |
Undrawn irrevocable credit facilities | | 39,641 | | 18,678 | | 7,578 | | 4,644 | | 70,541 | | 83,969 | | 70,541 | | 83,969 | |
Forward reverse repurchase agreements | | 12,537 | | 0 | | 0 | | 0 | | 12,537 | | 7,617 | | 12,537 | | 7,617 | |
Other commitments | | 293 | | 133 | | 317 | | 1,541 | | 2,284 | | 1,439 | | 2,283 | | 1,439 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Other off-balance sheet commitments | | 55,934 | | 18,823 | | 7,901 | | 6,185 | | 88,843 | | 96,553 | | 88,573 | | 96,267 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The following table sets forth details of collateral in respect of other off-balance sheet commitments:
| | Mortgage | | Other | | Without | | Total | |
December 31, in CHF m | | collateral | | collateral | | collateral | | 2003 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Irrevocable commitments under documentary credits | | 7 | | 592 | | 2,613 | | 3,212 | |
Undrawn irrevocable credit facilities | | 605 | | 37,038 | | 32,898 | | 70,541 | |
Forward reverse repurchase agreements | | 0 | | 12,537 | | 0 | | 12,537 | |
Other commitments | | 0 | | 396 | | 1,887 | | 2,283 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Other off-balance sheet commitments | | 612 | | 50,563 | | 37,398 | | 88,573 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
As of December 31, 2003, the Group’s carrying value of amounts recorded for off-balance sheet risks was CHF 44 million (CHF 42 million as of December 31, 2002).
Irrevocable commitments under documentary credits
include exposures from trade finance related to commercial letters of credit under which the Group guarantees payment to an exporter against presentation of shipping and other documents.
Undrawn irrevocable credit facilities
represent unused irrevocable credit facilities with a notice period of six weeks or more.
Forward reverse repurchase agreements
represent transactions where the initial cash exchange of the reverse repurchase transaction is in the future.
Other commitments
include private equity commitments, firm commitments in underwriting securities, commitments arising from deferred payment letters of credit and from acceptances in circulation and liabilities for calls on shares and other equity instruments.
The following table sets forth details of outstanding commitments and other information:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Outstanding commitments | | | | | |
Commitments to extend credit | | 83,294 | | 88,851 | |
Exposure with respect to the debts of other guaranteed | | 15,096 | | 17,183 | |
| | | | | |
| | | | | |
| | | | | |
39 Securitization activity
The Group originates and purchases commercial and residential mortgages for the purpose of securitization. The Group sells these mortgage loans to qualified special purpose entities (QSPEs), which are not consolidated by the Group. These QSPEs issue securities that are backed by the assets transferred to the QSPEs and pay a return based on the returns on those assets. Investors in these mortgage-backed securities typically have recourse to the assets in the QSPE. The investors and the QSPEs have no recourse to the Group’s assets. The Group is an underwriter of, and makes a market in, these securities.
The Group purchases loans and other debt obligations from clients for the purpose of securitization. The loans and other debt obligations are sold by the Group directly, or indirectly through affiliates, to QSPEs or other VIEs that issue collateralized debt obligations (CDOs). The Group structures, underwrites and makes a market in these CDOs.
The Group may retain interests in these securitized assets in connection with its underwriting and market-making activities. The Group’s exposure in its securitization activities is limited to its retained interests. Retained interests in securitized financial assets are included at fair value in
trading assets
in the consolidated balance sheet. Any changes in the fair value of these retained interests are recognized in the consolidated statement of income. The fair values of retained interests are determined using fair value estimation techniques, such as the present value of estimated future cash flows that incorporate assumptions that market participants customarily use in these valuation techniques. The Group does not retain servicing responsibilities from its securitization transactions.
Gains and losses on securitization transactions depend in part on the carrying values of mortgages and CDOs involved in the transfer, and are allocated between the mortgages and CDOs sold and any retained interests according to the relative fair values at the date of sale.
The following table summarizes cash flows received from securitization trusts and pre-tax gains/(losses) recognized by the Group on securitizations:
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Commercial mortgages | | | | | | | |
Proceeds from new securitizations | | 10,045 | | 7,928 | | 14,583 | |
Gains/(losses) on securitizations and underwriting fees received 1) | | 333 | | 226 | | 163 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Residential mortgages | | | | | | | |
Proceeds from new securitizations | | 43,604 | | 39,184 | | 28,692 | |
Gains/(losses) on securitizations and underwriting fees received 1) | | (127) | | (164) | | 99 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Collateralized debt obligations (CDO) | | | | | | | |
Proceeds from new securitizations | | 17,056 | | 16,108 | | 18,815 | |
Gains/(losses) on securitizations and underwriting fees received 1) | | 95 | | 108 | | 158 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) Includes the effects of hedging, underwriting and retained interest gains and losses but excludes all gains or losses, including net interest revenues, on assets prior to securitization. The net revenues earned while holding the residential mortgage loans prior to securitization significantly exceeded the amount of the losses from securitization. |
Excluded from the table above are proceeds of CHF 54.4 billion related to the securitization of agency mortgage-backed securities for the year ended December 31, 2003. For the year ended December 31, 2003, the Group realized gains of CHF 60.8 million from these securitizations.
Key economic assumptions used in measuring, at the date of securitization, the fair value of the retained interests resulting from securitizations completed during the years ended December 31, 2003 and 2002, were as follows:
| | 2003 | | | 2002 | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | Commercial | | Residential | | Collateralized | | Commercial | | Residential | | Collateralized | |
| | mortgage | | mortgage | | debt | | mortgage | | mortgage | | debt | |
December 31, in CHF m | | loans | 1) | loans | | obligations | 2) | loans | 1) | loans | | obligations | 2) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Weighted-average life (in years) | | 2.8 | | 4.5 | | 8.7 | | 2.3 | | 3.8 | | 7.3 | |
Prepayment speed assumption (in rate per annum) 3) | | n/a | | 200-325 | | n/a | | n/a | | 200-325 | | n/a | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Cash flow discount rate (in rate per annum) in % 4) | | 7.8-12.8 | | 4.2-37.5 | | 2.9-5.9 | | 9.2-17.6 | | 4.3-7.5 | | 6.0-11.4 | |
Expected credit losses (in rate per annum) 5) | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
The following table sets forth the fair value of retained interests from securitizations as of December 31, 2003, key economic assumptions used to determine the fair value and the sensitivity of the fair value to immediate adverse changes in those assumptions:
| | Commercial | | Residential | | | |
| | mortgages | 1) | mortgages | | CDO | 2) |
in CHF m, except where indicated | | Floating rate | | Fixed rate | | Fixed rate | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Carrying amount / fair value of retained interests | | 293 | | 2,748 | | 740 | |
Weighted-average life (in years) | | 2.4 | | 4.2 | | 10.4 | |
Weighted-average value change for one basis point movement | | 0.035 | | 0.99 | | 0.46 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Prepayment speed assumption 3) | | n/a | | 250 | | n/a | |
Impact on fair value from 10% adverse change | | n/a | | 1.4 | | n/a | |
Impact on fair value from 20% adverse change | | n/a | | (2.7) | | n/a | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Floating interest rate / cash flow discount rate 4) | | 9.7% | | 4.2% | | 4.0% | |
Impact on fair value from 10% adverse change | | (3) | | (46) | | (27) | |
Impact on fair value from 20% adverse change | | (5) | | (92) | | (54) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Expected credit losses 5) | | | | | | | |
Impact on fair value from 10% adverse change 6) | | 0 | | (1) | | 0 | |
Impact on fair value from 20% adverse change 6) | | 0 | | (3) | | (1) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) To deter prepayment, commercial mortgage loans typically have prepayment protection in the form of prepayment lockouts and yield maintenances. |
2) Collateralized debt obligations are generally structured to be protected from prepayment risk. |
3) Prepaid speed assumption (PSA) is an industry standard prepayment speed metric used for projecting prepayments over the life of a residential mortgage loan. PSA utilizes the Constant Prepayment Rate (CPR) assumptions. A 100% prepayment assumption assumes a prepayment rate of 0.2% per annum of the outstanding principal balance of mortgage loans in the first month. This increases by 0.2 % thereafter during the term of the mortgage loan, leveling off to a CPR of 6% per annum beginning in the thirtieth month and each month thereafter during the term of the mortgage loan. 100 PSA equals 6 CPR. |
4) The rate is based on the weighted average yield on the retained interest. |
5) Expected credit losses are not expected to be significant because a significant portion of the beneficial interest retained as of December 31, 2003 and 2002, represent investment-grade interests. |
6) The investment-grade retained interests were not subjected to credit stress because the subordinate bonds are expected to absorb the potential credit losses. |
These sensitivities are hypothetical and should be used with caution. Changes in fair value based on a percent variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the retained interests is calculated without changing any other assumption. Changes in one assumption may result in changes in other assumptions (for example, increases in market interest rates may result in lower prepayments and increased credit losses), which might magnify or counteract the sensitivities.
40 Variable interest entities
FIN 46 requires the Group to consolidate all variable interest entities (VIEs) for which it is the primary beneficiary, defined as the entity that will absorb a majority of expected losses, receive a majority of the expected residual returns, or both. In December 2003, the FASB issued a revision of FIN 46, referred to as FIN 46R, to address various implementation issues that had arisen since the issuance of FIN 46 and to provide companies with the option of deferring the adoption of FIN 46R for certain VIEs to periods ending after March 15, 2004.
As a normal part of its business, the Group engages in transactions with entities that are considered VIEs. These transactions include selling or purchasing assets, acting as a counterparty in derivatives transactions and providing liquidity, credit or other support. Transactions with VIEs are generally executed to facilitate securitization activities or to meet specific client needs, such as providing liquidity or investment opportunities. As a part of these activities, the Group may retain interests in VIEs.
As of December 31, 2003, with the exception of certain VIEs that were subject to deferral under FIN 46R, the Group consolidated all VIEs for which it is the primary beneficiary under the original provisions of FIN 46 or the revised provisions of FIN 46R. The cumulative effect of the Group’s adoption of FIN 46 for VIEs created before February 1, 2003, was an after-tax loss of CHF 15 million reported in the consolidated statement of income as
Cumulative effect of accounting changes
. The cumulative effect is determined by recording the assets, liabilities and non-controlling interests in the VIE at their carrying amounts as of the date of consolidation. The difference between the net amount added to the consolidated balance sheet and the amount of the previously recognized interest represents the cumulative effect. The effect of the Group’s adoption of FIN 46 for VIEs created after January 31, 2003, is included in the consolidated financial statements.
The Group’s involvement with VIEs may be broadly grouped into three primary categories: collateralized debt obligations (CDOs), commercial paper conduits and financial intermediation. The following table summarizes the estimated total assets by category related to non-consolidated VIEs:
| | | |
December 31, 2003, in CHF m | | VIEs total assets | |
| | | |
| | | |
| | | |
Collateralized debt obligations | | 45,982 | |
Commercial paper conduits | | 7,730 | |
Financial intermediation | | 88,367 | |
| | | |
| | | |
| | | |
Total | | 142,079 | |
| | | |
| | | |
| | | |
The following table summarizes the total assets, by category, related to VIEs consolidated as a result of the Group being the primary beneficiary:
| | | | | |
| | | | Carrying value | |
December 31, 2003, in CHF m | | | | of VIEs total assets | |
| | | | | |
| | | | | |
| | | | | |
Collateralized debt obligations | | | | 2,425 | |
Commercial paper conduits | | | | 1,715 | |
Financial intermediation | | | | 1,401 | |
| | | | | |
| | | | | |
| | | | | |
Total assets consolidated pursuant to FIN 46 | | | | 5,541 | |
| | | | | |
| | | | | |
| | | | | |
Collateralized debt obligations
As part of its structured finance business, the Group purchases loans and other debt obligations from and on behalf of clients for the purpose of securitization. The loans and other debt obligations are sold to qualifying special purpose entities (QSPEs) or VIEs that issue CDOs. VIEs issue CDOs to fund the purchase of assets such as investment-grade and high-yield corporate debt instruments. The Group engages in CDO transactions to meet client and investor needs, earn fees and sell financial assets.
In connection with its CDO activities, the Group may act as underwriter, placement agent or asset manager and may warehouse assets prior to the closing of a transaction. The Group may also act as a derivatives counterparty to the VIEs and may invest in portions of the notes or equity issued by the VIEs. The Group also participates in synthetic CDO transactions, which use credit default swaps to exchange the underlying credit risk instead of using cash assets in a separate legal entity. The CDO entities may have actively managed (open) portfolios or static or unmanaged (closed) portfolios.
The Group has consolidated all CDO VIEs for which it is the primary beneficiary, as of December 31, 2003, resulting in the inclusion by the Group of approximately CHF 2.4 billion of assets and liabilities of these VIEs. The beneficial interests issued by these VIEs are payable solely from the cash flows of the related collateral, and the creditors of these VIEs do not have recourse to the Group in the event of default.
The Group also retains certain debt and equity interests in open CDO VIEs that are not consolidated because the Group is not the primary beneficiary. The Group’s exposure in these CDO transactions typically consists of the interests retained in connection with its underwriting or market-making activities. The Group’s maximum loss exposure is equal to the carrying value of these retained interests, which are reported as trading assets and carried at fair value and totaled CHF 1.1 billion as of December 31, 2003.
Commercial paper conduits
During 2003, the Group acted as the administrator and provider of liquidity and credit enhancement facilities for several commercial paper conduit vehicles (CP conduits). These CP conduits purchase assets, primarily receivables, from clients and provide liquidity through the issuance of commercial paper backed by these assets. The clients provide credit support to investors of the CP conduits in the form of over-collateralization and other asset-specific enhancements as described below. The Group does not sell assets to the CP conduits and does not have any ownership interest in the CP conduits. Several CP conduits were restructured and combined in 2003 and the combined CP conduit transferred the risk relating to a majority of its expected losses to a third party. This vehicle with commercial paper issued in the amount of CHF 7.7 billion as of December 31, 2003, was not consolidated by the Group.
The Group’s commitments to CP conduits consist of obligations under liquidity agreements and credit enhancement. The liquidity agreements are asset-specific arrangements, which require the Group to purchase assets from the CP conduits in certain circumstances, such as if the CP conduits are unable to access the commercial paper markets. Credit enhancement agreements, which may be asset-specific or program-wide, require the Group to purchase certain assets under any condition, including default. In entering into such agreements, the Group reviews the credit risk associated with these transactions on the same basis that would apply to other extensions of credit.
As of December 31, 2003, the Group’s maximum loss exposure to non-consolidated CP conduits was CHF 12.3 billion, with respect to CHF 7.7 billion of funded assets and the CP conduit’s commitments to purchase CHF 4.6 billion of additional assets.
The Group believes that the likelihood of incurring a loss equal to this maximum exposure is remote because the assets held by the CP conduits, after giving effect to related asset-specific credit enhancement primarily provided by the clients, must be classified as investment grade when acquired by the CP conduits.
Financial intermediation
The Group has significant involvement with VIEs in its role as a financial intermediary on behalf of clients. These activities include the use of VIEs to structure various fund-linked products to provide clients with investment opportunities in alternative investments. In addition, the Group provides financing to client sponsored VIEs, established to purchase or lease certain types of assets. For certain products structured to provide clients with investment opportunities, a VIE holds underlying investments and issues securities that provide investors with a return based on the performance of those investments. The investors typically retain the risk of loss on such transactions but the Group may provide principal protection on the securities to limit the investors’ exposure to downside risk.
As a financial intermediary, the Group may administer or sponsor the VIE, transfer assets to the VIE, provide collateralized financing, act as a derivatives counterparty, advise on the transaction, act as investment advisor or investment manager, act as underwriter or placement agent or provide credit enhancement, liquidity or other support to the VIE. The Group also owns securities issued by the VIEs structured to provide clients with investment opportunities, for market-making purposes and as investments. The Group’s maximum loss exposure to VIEs related to financial intermediation activities is estimated to be CHF 56.9 billion, as of December 31, 2003, which represents the total assets of the VIEs for which Credit Suisse First Boston is involved (CHF 52.0 billion) and the fair value of all contracts held by Credit Suisse Financial Services (CHF 4.9 billion). However, in many cases Credit Suisse First Boston’s actual maximum risk of loss is limited to the contractual or fair value of the contracts with the VIEs. Further, the Group considers the likelihood of incurring a loss equal to the maximum exposure to be remote because of the Group’s risk mitigation efforts, including hedging strategies, and the risk of loss, which is retained by investors.
As of December 31, 2003, the Group deconsolidated approximately CHF 22.1 billion of assets and liabilities related to certain financial intermediation product entities that were previously consolidated by the Group through its holding of voting interests, but that are considered as VIEs under FIN 46R. For these entities, the Group is not the primary beneficiary and accordingly, discontinued consolidation of these entities upon adoption of FIN46R.
41 Concentrations of credit risk
Credit risk concentrations arise and exist when any particular exposure type becomes material relative to the size and capital of the Group. The Group monitors exposures by counterparties, country, industry, product and business segments to ensure that such concentrations are identified. Possible material exposures of any counterparty or counterparties are regularly identified as part of regulatory reporting of large exposures. The approval of country and regional limits aims to avoid any undue country risk concentration. From an industry exposure point of view, the combined credit exposure of the Group is diversified. Within Credit Suisse Financial Services a large portion of exposure is from individual clients, particularly in residential mortgages in Switzerland. At Credit Suisse First Boston, a large portion of the exposure relates to transactions with financial institutions. However, in both cases, the customer base is extensive and the number and variety of transactions are broad. For Credit Suisse First Boston the business is also geographically diverse with operations focused in the Americas, Europe and, to a lesser extent, Asia.
42 Fair value of financial instruments
Quoted market prices, when available, are used as the measure of fair value. In cases where quoted market prices are not available, fair values are determined using present value estimates or other valuation techniques, for example, the present value of estimated expected future cash flows using discount rates commensurate with the risks involved, option-pricing models, matrix pricing, option-adjusted spread models, and fundamental analysis. Fair value estimation techniques normally incorporate assumptions that market participants would use in their estimates of values, future revenues, and future expenses, including assumptions about interest rates, default, prepayment and volatility. Estimates of fair values are significantly affected by the assumptions used, principally the timing of future cash flows and the discount rate. Because assumptions are inherently subjective in nature, the estimated fair values cannot be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values would not necessarily be realized in an immediate sale or settlement of the instrument. The disclosure requirements of SFAS No. 107, Disclosure about Fair Value of Financial Instruments (SFAS 107), exclude all non-financial instruments such as lease transactions, real estate and premises, equity method investments and pension and benefit obligations. Accordingly, the fair value amounts presented do not represent management’s estimation of the underlying value of the Group as a whole.
For cash and other liquid assets and money market papers maturing within three months, the fair value is assumed to approximate book value, given the short-term nature of these instruments. This assumption also is applied to receivables and payables from the insurance business. For those items with a stated maturity exceeding three months, fair value is calculated using a discounted cash flow analysis.
For non-impaired loans where no quoted market prices are available, contractual cash flows are discounted using the market interest rates for loans with similar characteristics. For impaired loans, the book value, net of valuation adjustments, approximates fair value.
The securities and precious metals trading portfolio is carried on the balance sheet at fair value.
The fair values of positive replacement values of derivative instruments, negative replacement values of derivative instruments, financial investments from the banking business, investments from the insurance business, and non-consolidated participations are based on quoted market prices. Where these are not available, fair values are based on the quoted market prices of comparable instruments, or are estimated by discounting anticipated future cash flows or using other valuation techniques.
For deposit instruments, the fair value is calculated as follows: for deposit instruments with no stated maturity and those with original maturities of less than three months, the book value is assumed to approximate fair value due to the short-term nature of these liabilities. For deposit instruments with a stated maturity exceeding three months, fair value is calculated using a discounted cash flow analysis.
For medium-term notes, bonds and mortgage-backed bonds, fair values are estimated using quoted market prices or by discounting the remaining contractual cash flows using a rate at which the Group could issue debt with a similar remaining maturity as of the balance sheet date.
The following table sets forth the carrying value and the estimated fair values of financial assets and liabilities valued in accordance with SFAS 107. This statement requires the disclosure of fair value information about financial instruments, whether or not the fair values are recognized in the balance sheet:
| | 2003 | | 2002 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
December 31, in CHF m | | Book value | | Fair value | | Book value | | Fair value | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Financial assets | | | | | | | | | |
Cash and due from banks | | 24,799 | | 24,799 | | 28,461 | | 28,461 | |
Interest bearing deposits with banks | | 2,992 | | 3,015 | | 2,618 | | 2,622 | |
Central bank funds sold, securities purchased under resale agreements and securities borrowing transactions | | 257,083 | | 257,269 | | 267,634 | | 267,923 | |
Securities received as collateral | | 15,151 | | 15,151 | | 8,313 | | 8,313 | |
Trading assets | | 296,076 | | 296,076 | | 263,090 | | 263,090 | |
Investment securities | | 105,807 | | 105,642 | | 108,732 | | 108,733 | |
Loans | | 177,179 | | 179,714 | | 180,797 | | 182,324 | |
Other financial assets | | 6,205 | | 6,441 | | 13,264 | | 13,460 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Financial liabilities | | | | | | | | | |
Deposits | | 261,989 | | 262,444 | | 245,265 | | 246,808 | |
Central bank funds purchased, securities sold under repurchase agreements and securities lending transactions | | 236,847 | | 236,813 | | 251,843 | | 251,860 | |
Obligations to return securities received as collateral | | 15,151 | | 15,151 | | 8,313 | | 8,313 | |
Trading liabilities | | 156,331 | | 156,331 | | 140,398 | | 140,398 | |
Short-term borrowings | | 11,497 | | 11,497 | | 10,008 | | 10,013 | |
Long-term debt | | 89,697 | | 90,961 | | 105,440 | | 106,456 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
43 Assets pledged or assigned
The following table sets forth details of assets pledged or assigned:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Book value of assets pledged and assigned as collateral | | 142,320 | | 137,140 | |
of
which assets provided with the right to sell
or repledge |
| 123,161 | | 126,088 | |
Fair value of collateral received with the right to sell or repledge | | 429,040 | | 383,555 | |
of
which sold or repledged |
| 406,910 | | 363,155 | |
| | | | | |
| | | | | |
| | | | | |
As of December 31, 2003 and 2002, collateral was received in connection with resale agreements, securities borrowings and loans, derivative transactions, and margined broker loans. As of December 31, 2003 and 2002, a substantial portion of the collateral received by the Group had been sold or repledged in connection with repurchase agreements, securities sold, not yet purchased, securities borrowings and loans, pledges to clearing organizations, segregation requirement under securities laws and regulations, derivative transactions, and bank loans.
Other information
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Cash restricted under foreign banking regulations | | 8,923 | | 11,140 | |
Swiss National Bank Liquidity 1 required cash reserves | | 2,047 | | 1,744 | |
| | | | | |
| | | | | |
| | | | | |
Cash restricted under Swiss and foreign banking regulations | | 10,970 | | 12,884 | |
| | | | | |
| | | | | |
| | | | | |
44 Capital adequacy
Banking businesses
The Group, on a consolidated basis, is subject to risk-based capital and leverage guidelines under Swiss Federal Banking Commission, or SFBC, and Bank for International Settlements, or BIS, guidelines. These guidelines are used to evaluate risk-based capital adequacy. All calculations through December 31, 2003, were performed on the basis of financial reporting under Swiss GAAP, the basis for the capital supervision by the Swiss regulator. As of January 1, 2004, the Group bases its capital adequacy calculations on US GAAP, which is in accordance with the SFBC newsletter 32 (dated December 18, 2003). The SFBC has advised the Group that it may continue to include as Tier 1 capital CHF 2.2 billion of equity from special purpose entities, which are deconsolidated under FIN 46R. For purposes of complying with SFBC and BIS capital requirements, total capital is divided into three categories:
Tier 1 capital includes primarily paid-in share capital, reserves (defined to include retained earnings), capital participations of minority shareholders in certain fully consolidated subsidiaries, the reserve for general banking risks according to Swiss GAAP, as well as the audited current-year profits or losses, less anticipated dividends. Among other items, this is reduced by the Group’s holdings of its own shares outside the trading book and goodwill. Tier 1 capital is supplemented for capital adequacy purposes by Tier 2 capital, which consists primarily of hybrid capital and subordinated debt instruments. A further supplement is Tier 3 capital, which consists of certain unsecured subordinated debt obligations with repayment restrictions. The sum of all three capital tiers, less non-consolidated participations in the industries of banking, finance and insurance, equals total capital. Under both SFBC and BIS guidelines, a bank must have a ratio of total eligible capital to aggregate risk-weighted assets of at least 8%, of which the Tier 1 capital element must be at least 4%.
The ratios measure capital adequacy by comparing eligible capital with risk-weighted assets positions, which include balance sheet assets, net positions in securities not held in the trading portfolio, off-balance sheet transactions converted into credit equivalents and market positions in the trading portfolio.
In 2003, the SFBC refined the capital treatment of the Group’s investment in Winterthur. According to the new decree, the capital charge for the insurance business will no longer be reflected as an addition to risk-weighted assets but as a reduction to the eligible tier capitals. Prior-year data were restated accordingly.
At December 31, 2003 and 2002, the Group was adequately capitalized under the regulatory provisions outlined under both SFBC and BIS guidelines.
The following table sets forth details of BIS risk-weighted assets:
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Risk-weighted positions | | 176,911 | | 185,742 | |
Market risk equivalents | | 13,850 | | 10,744 | |
| | | | | |
| | | | | |
| | | | | |
Total risk-weighted assets | | 190,761 | | 196,486 | |
| | | | | |
| | | | | |
| | | | | |
All calculations through December 31, 2003, on the basis of Swiss GAAP. In 2003, the method for capital treatment of Winterthur was adapted in line with the new requirements defined by the Swiss regulator. |
The following table sets forth details of BIS capital ratios:
December
31, in CHF m, except where indicated |
| 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Tier 1 capital | | 22,287 | | 17,613 | |
of
which preferred securities |
| 2,167 | | 2,133 | |
| | | | | |
| | | | | |
| | | | | |
Tier 1 ratio | | 11.7% | | 9.0% | |
| | | | | |
| | | | | |
| | | | | |
Total capital | | 33,207 | | 28,311 | |
Total capital ratio | | 17.4% | | 14.4% | |
| | | | | |
| | | | | |
| | | | | |
All calculations through December 31, 2003, on the basis of Swiss GAAP. In 2003, the method for capital treatment of Winterthur was adapted in line with the new requirements defined by the Swiss regulator. |
Broker-dealer operations
Certain Group broker-dealer subsidiaries are subject to capital adequacy requirements. As of December 31, 2003, the Group and its subsidiaries complied with all applicable regulatory capital adequacy requirements.
Insurance businesses
The insurance entities of the Group are required to maintain minimum solvency margins in accordance with local insurance regulatory requirements. Insurance companies granted an insurance license in Switzerland are required to maintain solvency margins under the Swiss Insurance Supervisory Law and must adhere to the following capital requirements:
in CHF m | | Non-life | | Life | |
| | | | | |
| | | | | |
| | | | | |
Capital | | 0.6 – 10.0 | | 5.0 – 10.0 | |
Organization fund 1) | | up to 50% of capital | | up to 50% of capital | |
| | | | | |
| | | | | |
| | | | | |
1) The use of the organization fund is restricted. It can be used to cover incorporation and start-up costs and extraordinary growth as well as any losses. |
The solvency margin for non-life is the greater of two calculations: (1) the premium margin based on the gross premium income for the latest financial year; and (2) the claims margin, based on the gross average claims expense for the last three financial years. The premium margin is calculated by taking 16-18% of the appropriate premium income less a deduction of up to 50% for the gross claims incurred in the previous financial year that were reinsured. The claims margin is calculated by multiplying 23-26% by the appropriate claims expense of up to 50% for the gross claims incurred in the previous financial year that were reinsured. The required solvency margin is the higher of the above two margins.
Life insurance companies are required to maintain a margin of approximately 4% of insurance reserves (1% of separate account reserves) plus 0.03% of the amount at risk under insurance policies.
The minimum solvency margin requirements in Switzerland are similar to the requirements for European Union member countries in accordance with European Union directives. Regulators outside the EU impose various capital and solvency requirements on insurers operating within their jurisdiction. Additionally, some local regulators require companies to maintain solvency margins which are higher than the solvency margins provided for by the regulations.
At December 31, 2003, the Group’s major insurance subsidiaries were in compliance with all applicable solvency requirements.
Dividend restrictions
Certain of the Group’s subsidiaries are subject to legal restrictions on the amount of dividends they can pay, for example corporate law as defined by the Swiss Code of Obligations. At December 31, 2003, the Group was not subject to significant restrictions on its ability to pay dividends.
45 Assets under management
The following table sets forth details of assets under management and net new assets as prescribed by the Swiss Federal Banking Commission:
December 31, in CHF bn | | 2003 | |
| | | |
| | | |
| | | |
Assets in own-managed funds | | 225.6 | |
Assets with discretionary mandates | | 365.2 | |
Other assets under management | | 609.6 | |
| | | |
| | | |
| | | |
Assets under management (including double counting) | | 1,200.4 | |
| | | |
| | | |
| | | |
of
which double counting 1) |
| 129.4 | |
| | | |
| | | |
| | | |
| | | |
Additional information | | | |
Assets under management from the insurance business included in assets in own-managed funds and assets with discretionary mandates | | 140.1 | |
| | | |
| | | |
| | | |
| | | |
Year ended December 31, in CHF bn | | 2003 | |
| | | |
| | | |
| | | |
Net new assets 2) | | 4.5 | |
| | | |
| | | |
| | | |
Assets under management are stated according to the guidelines of the accounting regulations of the Swiss Federal Banking Commission (SFBC Newsletter No. 29 on the disclosure of assets under management). |
1) Double counting consists of own-managed funds included in assets with discretionary mandate or in other assets under management. |
2) Credit Suisse Asset Management only includes net new assets on assets in own-managed funds and assets with discretionary mandate. |
46 Litigation
In accordance with SFAS No. 5, Accounting for Contingencies (SFAS 5), Credit Suisse Group recorded in 2002 reserves for certain significant matters, including a reserve of USD 150 million for the agreement in principle with various US regulators relating to research analyst independence and the allocation of IPO shares to corporate executives and directors and a USD 450 million reserve for private litigation involving research analyst independence, certain IPO allocation practices, Enron and other related litigation. In 2003, Credit Suisse Group paid approximately USD 150 million with respect to the agreement with the US regulators relating to research analyst independence and the allocation of IPO shares to corporate executives and directors. The USD 450 million reserve recorded in 2002 for the private litigation noted above is management’s best estimate of the potential exposure for this private litigation as of December 31, 2003.
Credit Suisse Group is also involved in a number of other judicial, regulatory and arbitration proceedings concerning matters arising in connection with the conduct of its businesses. These actions have been brought on behalf of various classes of claimants and, unless otherwise specified, seek damages of material and/or indeterminate amounts. The Group believes, based on currently available information and advice of counsel, that the results of such proceedings, in the aggregate, are not likely to 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.
It is inherently difficult to predict the outcome of many of these matters. In presenting the consolidated financial statements, management makes estimates regarding the outcome of these matters and records a reserve and takes a charge to income when losses with respect to such matters are probable and can be reasonably estimated. Estimates, by their nature, are based on judgment and currently available information and involve a variety of factors, including, but not limited to, the type and nature of the litigation, claim or proceeding, the progress of the matter, the advice of legal counsel, Credit Suisse Group’s defenses and its experience in similar cases or proceedings.
47 Credit Suisse Group Parent Company
Condensed Credit Suisse Group Parent Company financial information is prepared in accordance with Swiss Code of Obligation.
Condensed statement of income
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Interest income and income from securities | | 258 | | 1,624 | | 1,343 | |
Income from investments in subsidiaries | | 1,590 | | 1,820 | | 3,141 | |
Other income | | 313 | | 335 | | 555 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total income | | 2,161 | | 3,779 | | 5,039 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Interest expenses | | 471 | | 471 | | 423 | |
Compensation, benefits and directors' fees | | 59 | | 105 | | 115 | |
Other expenses | | 228 | | 134 | | 182 | |
Depreciation, write-offs and provisions | | 102 | | 851 | | 655 | |
Tax expense/(benefit) | | 20 | | (2) | | 66 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total expenses | | 880 | | 1,559 | | 1,441 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net income | | 1,281 | | 2,220 | | 3,598 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
|
Condensed balance sheet
December 31, in CHF m | | 2003 | | 2002 | |
| | | | | |
| | | | | |
| | | | | |
Assets | | | | | |
Cash and due from banks | | 2,231 | | 2,639 | |
Securities | | 1,183 | | 1,260 | |
Advances to subsidiaries | | 5,344 | | 4,330 | |
Investment in subsidiaries | | 34,108 | | 34,297 | |
Other assets | | 500 | | 981 | |
| | | | | |
| | | | | |
| | | | | |
Total assets | | 43,366 | | 43,507 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Liabilities and shareholders' equity | | | | | |
Payable to third parties | | 606 | | 257 | |
Accrued expenses and other liabilities | | 717 | | 1,410 | |
Advances from subsidiaries | | 5,070 | | 5,455 | |
Long-term debt | | 2,800 | | 3,400 | |
| | | | | |
| | | | | |
| | | | | |
Total liabilities | | 9,193 | | 10,522 | |
| | | | | |
| | | | | |
| | | | | |
Share capital | | 1,195 | | 1,190 | |
Legal reserve | | 13,101 | | 13,081 | |
Reserve for own shares | | 1,950 | | 1,950 | |
Free reserves | | 14,540 | | 14,540 | |
Retained earnings, beginning balance | | 2,106 | | 4 | |
Net income | | 1,281 | | 2,220 | |
| | | | | |
| | | | | |
| | | | | |
Total shareholders' equity | | 34,173 | | 32,985 | |
| | | | | |
| | | | | |
| | | | | |
Total liabilities and shareholders' equity | | 43,366 | | 43,507 | |
| | | | | |
| | | | | |
| | | | | |
|
Condensed statement of cash flow
Year ended December 31, in CHF m | | 2003 | | 2002 | | 2001 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Cash flows from operating activities | | | | | | | |
Net income | | 1,281 | | 2,220 | | 3,598 | |
Net adjustments to reconcile net income to net cash provided by/(used in) operating activities | | 422 | | 81 | | (531) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net cash provided by/(used in) operating activities | | 1,703 | | 2,301 | | 3,067 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Cash flows from investing activities | | | | | | | |
Purchases of securities | | (831) | | (805) | | (3,799) | |
Proceeds from sale of securities | | 543 | | 3,814 | | 4,469 | |
(Increase)/decrease of investments in and advances to subsidiaries | | (1,003) | | (3,907) | | (1,143) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net cash provided by/(used in) investing activities | | (1,291) | | (898) | | (473) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Cash flows from financing activities | | | | | | | |
Increase/(decrease) of advances from subsidiaries | | (476) | | 840 | | 848 | |
Repayments of long-term debt | | (250) | | 0 | | (500) | |
Proceeds from Mandatory Convertible Securities | | 0 | | 1,250 | | 0 | |
Proceeds from issuances of common shares | | 25 | | 28 | | 175 | |
Dividends paid/repayment out of share capital | | (119) | | (2,379) | | (2,392) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net cash provided by/(used in) financing activities | | (820) | | (261) | | (1,869) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net increase/(decrease) in cash and due from banks | | (408) | | 1,142 | | 725 | |
Cash and due from banks at beginning of financial year | | 2,639 | | 1,497 | | 772 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Cash and due from banks at end of financial year | | 2,231 | | 2,639 | | 1,497 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Supplemental disclosures of cash flow information | | | | | | | |
Cash paid during the year for income taxes | | 22 | | 53 | | 31 | |
Cash paid during the year for interests | | 498 | | 483 | | 429 | |
Cash dividends received from subsidiaries | | 1,590 | | 1,819 | | 3,141 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Credit Suisse Group
Under date of April 26, 2004, we reported on the consolidated balance sheets of Credit Suisse Group and subsidiaries (the “Company”) as of December 31, 2003 and 2002, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2003, which are included in the Company’s Annual Report on Form 20-F. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedules I, III and IV, included in the Company’s Annual Report on Form 20-F. These financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement schedules are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement schedules. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement schedules. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
As discussed in Note 1 and 2 to the consolidated financial statements, in 2003 the Company changed its methods of accounting for certain nontraditional long-duration contracts and separate accounts, variable interest entities and share-based compensation and in 2002 the Company changed its methods of accounting for goodwill and intangible assets. As discussed in Note 37 to the consolidated financial statements, in 2001 the Company changed its method of accounting for derivative instruments and hedging activities.
KPMG Klynveld Peat Marwick Goerdeler SA
/s/ Brendan R. Nelson /s/ Peter Hanimann
Brendan R. Nelson Peter Hanimann
Chartered Accountant Certified Accountant
Auditors in Charge
Zurich, April 26, 2004
Schedule I
Summary of investments – other than investments in related parties from the insurance business
| | | | | | Amount | |
| | | | | | shown in the | |
December 31, 2003, in CHF m | | Cost | 1) | Fair value | | balance sheet | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Swiss Federal Government, cantonal or local governmental entities | | 11,012 | | 11,332 | | 11,450 | |
Foreign governments | | 17,310 | | 17,733 | | 17,733 | |
Corporate debt securities | | 42,719 | | 43,435 | | 43,452 | |
Other | | 8,564 | | 8,658 | | 8,687 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Debt securities | | 79,605 | | 81,158 | | 81,322 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Public utilities | | 225 | | 246 | | 246 | |
Banks, trust and insurance companies | | 3,672 | | 3,924 | | 3,924 | |
Industrial, miscellaneous and all other | | 9,187 | | 9,543 | | 9,543 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Equity securities | | 13,084 | | 13,713 | | 13,713 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Mortgage loans on real estate | | 11,054 | | | | 11,054 | |
Real estate | | 9,367 | | | | 8,388 | |
Policy loans | | 629 | | | | 629 | |
Separate account investments | | 3,991 | | | | 3,991 | |
Other long-term investments | | 4,395 | | | | 4,395 | |
Short-term investments | | 5,646 | | | | 5,646 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other investments | | 35,082 | | | | 34,103 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total investments | | 127,771 | | | | 129,138 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1) Original cost of equity securities and, as to fixed maturities, original cost reduced by repayments and adjustment for amortization of premiums and discounts. |
Schedule III
Supplementary insurance information
| | | | Future policy | | | | | | | | | | | | | | | | | |
| | | | benefits, | | | | Other | | | | | | Benefits, | | Amortization | | | | | |
| | Deferred | | losses, | | | | policy and | | | | | | claims, | | of deferred | | | | | |
| | policy | | claims and | | | | claims | | | | Net | | losses and | | policy | | Other | | | |
| | acquisition | | loss | | Unearned | | benefits | | Net premiums | | investment | | settlement | | acquisition | | operating | | Net premiums | |
In CHF m | | costs | | expenses (net) | | premiums (net) | | payable | | earned | | income | | expenses | | costs | | expenses | | written | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
2003 | | | | | | | | | | | | | | | | | | | | | |
Life | | 2,387 | | 98,053 | | 17 | | 6,372 | | 11,404 | | 5,632 | | (12,888) | | (626) | | (1,042) | | 11,411 | |
Non-Life | | 802 | | 17,947 | | 2,615 | | 1,727 | | 10,419 | | 921 | | (7,494) | | (1,611) | | (1,212) | | 10,541 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Total | | 3,189 | | 116,000 | | 2,632 | | 8,099 | | 21,823 | | 6,553 | | (20,382) | | (2,237) | | (2,254) | | 21,952 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
2002 | | | | | | | | | | | | | | | | | | | | | |
Life | | 2,166 | | 88,577 | | 15 | | 5,550 | | 12,192 | | 411 | | (9,642) | | (353) | | (1,315) | | 12,235 | |
Non-Life | | 2,613 | | 20,799 | | 6,404 | | 1,335 | | 10,115 | | (301) | | (7,333) | | (2,575) | | (1,338) | | 10,335 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Total | | 4,779 | | 109,376 | | 6,419 | | 6,885 | | 22,307 | | 110 | | (16,975) | | (2,928) | | (2,653) | | 22,570 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
2001 | | | | | | | | | | | | | | | | | | | | | |
Life | | 2,206 | | 88,117 | | 13 | | 7,963 | | 11,506 | | 2,971 | | (8,677) | | (282) | | (1,286) | | 11,522 | |
Non-Life | | 1,568 | | 20,308 | | 6,009 | | 1,501 | | 10,653 | | 1,348 | | (7,899) | | (2,360) | | (1,512) | | 11,170 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Total | | 3,774 | | 108,425 | | 6,022 | | 9,464 | | 22,159 | | 4,319 | | (16,576) | | (2,642) | | (2,798) | | 22,692 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Schedule IV
Reinsurance
| | | | | | | | | | Amount | |
| | | | | | | | | | assumed | |
| | Gross | | Ceded to | | Assumed from | | | | to net | |
Year ended December 31, in CHF m | | amount | | other companies | | other companies | | Net amount | | in % | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
2003 | | | | | | | | | | | |
Life insurance in force | | 333,748 | | – | | – | | – | | | |
Premiums | | | | | | | | | | | |
Life |
| 11,416 | | (83) | | 71 | | 11,404 | | 0.6% | |
Non-Life |
| 10,735 | | (445) | | 129 | | 10,419 | | 1.2% | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total | | 22,151 | | (528) | | 200 | | 21,823 | | 0.9% | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
2002 | | | | | | | | | | | |
Life insurance in force | | 342,967 | | – | | – | | – | | | |
Premiums | | | | | | | | | | | |
Life |
| 12,023 | | (34) | | 203 | | 12,192 | | 1.7% | |
Non-Life |
| 10,286 | | (344) | | 173 | | 10,115 | | 1.7% | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total | | 22,309 | | (378) | | 376 | | 22,307 | | 1.7% | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
2001 | | | | | | | | | | | |
Life insurance in force | | 351,726 | | – | | – | | – | | | |
Premiums | | | | | | | | | | | |
Life |
| 11,506 | | (208) | | 208 | | 11,506 | | 1.8% | |
Non-Life |
| 11,292 | | (904) | | 265 | | 10,653 | | 2.5% | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Total | | 22,798 | | (1,112) | | 473 | | 22,159 | | 2.1% | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |