CREDIT SUISSE FIRST BOSTON USA INC - 10-Q Quarterly Report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-6862

Credit Suisse First Boston (USA), Inc.

(Exact name of registrant as specified in its charter)

Delaware		13-1898818
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

Eleven Madison Avenue New York, N.Y.		10010
(Address of principal executive offices)		(Zip Code)

(212) 325-2000
(Registrant’s telephone number, including area code)

The Registrant meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ý No o

Indicated by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o No ý

All of the outstanding shares of common stock of the registrant, $0.10 par value, are held by Credit Suisse First Boston, Inc.

CREDIT SUISSE FIRST BOSTON (USA), INC.

Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2003

PART I	FINANCIAL INFORMATION
	ITEM 1: Financial Statements
		Condensed Consolidated Statements of Financial Condition (Unaudited) as of June 30, 2003 and December 31, 2002

		Condensed Consolidated Statements of Income (Unaudited) for the three and six months ended June 30, 2003 and 2002

		Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the six months ended June 30, 2003 and 2002

		Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2003 and 2002

		Notes to Condensed Consolidated Financial Statements (Unaudited)
			1.	Summary of Significant Accounting Policies
			2.	Discontinued Operations
			3.	Merger-Related Costs
			4.	Related Party Transactions
			5.	Income Taxes
			6.	Transfers and Servicing of Financial Assets
			7.	Borrowings
			8.	Private Equity and Other Long-Term Investments
			9.	Net Capital
			10.	Cash and Securities Segregated Under Federal and Other Regulations
			11.	Derivatives Contracts
			12.	Commitments
			13.	Guarantees
			14.	Industry Segment and Geographic Data
			15.	Legal Proceedings
			16.	Subsequent Events
		Independent Accountants’ Review Report
	ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
	ITEM 3: Quantitative and Qualitative Disclosures About Market Risk
	ITEM 4: Controls and Procedures

PART II	OTHER INFORMATION
	ITEM 1: Legal Proceedings
	ITEM 5: Other Information
	ITEM 6: Exhibits and Reports on Form 8-K
	Signature

AVAILABLE INFORMATION

We file annual, quarterly and current reports and other information with the Securities and Exchange Commission, or SEC. Our SEC filings are available to the public over the internet on the SEC’s website at www.sec.gov. You may also view our SEC filings on our website at www.csfb.com as soon as is reasonably practicable after the report is electronically filed with, or furnished to, the SEC. The information on our website is not incorporated by reference into this Quarterly Report.

PART I

FINANCIAL INFORMATION

ITEM 1: Financial Statements

CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Financial Condition

(Unaudited)

(In millions)

	June 30, 2003		December 31, 2002

ASSETS
Cash and cash equivalents	$	442	$	480
Collateralized short-term financings:
Securities purchased under agreements to resell	50,222		51,756
Securities borrowed	68,516		71,296
Receivables:
Customers	1,622		829
Brokers, dealers and other	19,635		7,310
Financial instruments owned (includes securities pledged as collateral of $50,274 and $49,695, respectively):
U.S. government and agencies	35,959		32,131
Corporate debt	11,100		12,174
Mortgage whole loans	9,252		9,465
Equities	12,324		9,735
Commercial paper	451		619
Private equity and other long-term investments	985		956
Derivatives contracts	6,471		3,956
Other	4,477		3,211
Net deferred tax asset	1,531		1,685
Office facilities at cost (net of accumulated depreciation and amortization of $842 and $749, respectively)	476		485
Goodwill	320		301
Loans receivable from parent and affiliates	18,150		16,412
Other assets and deferred amounts	2,104		1,749
Assets held for sale	—		11,547
Total assets	$	244,037	$	236,097

See accompanying notes to condensed consolidated financial statements (unaudited).

CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Financial Condition (Continued)
(Unaudited)

(In millions, except share data)

	June 30, 2003		December 31, 2002

LIABILITIES AND STOCKHOLDERS’ EQUITY

Commercial paper and short-term borrowings	$	17,117	$	11,933
Collateralized short-term financings:
Securities sold under agreements to repurchase	93,957		107,896
Securities loaned	26,873		24,178
Payables:
Customers	4,331		2,928
Brokers, dealers and other	21,611		8,689
Financial instruments sold not yet purchased:
U.S. government and agencies	28,864		22,710
Corporate debt	2,522		3,315
Equities	3,945		3,240
Derivatives contracts	4,751		2,849
Other	221		335
Obligation to return securities received as collateral	1,352		896
Accounts payable and accrued expenses	2,647		3,200
Other liabilities	2,639		2,156
Long-term borrowings	24,140		23,094
Liabilities held for sale	—		10,947
Total liabilities	234,970		228,366

Stockholders’ Equity:
Preferred stock, 50,000,000 shares authorized: