SECOND SUPPLEMENT DATED 6 AUGUST 2014 TO CREDIT SUISSE … · TO CREDIT SUISSE AG REGISTRATION...

1

SECOND SUPPLEMENT DATED 6 AUGUST 2014 TO CREDIT SUISSE AG REGISTRATION DOCUMENT DATED 16 MAY 2014

This supplement (the “Second Supplement”) dated 6 August 2014 supplements the Registration Document dated 16 May 2014 and approved by the Commission de Surveillance du Secteur Financier (the “CSSF”) on 16 May 2014 (the “Registration Document”), and constitutes the Second Supplement to the Registration Document for the purpose of article 13 of Chapter 1 of part II of the Luxembourg Law dated 10 July 2005 on prospectuses for securities. This Second Supplement should be read in conjunction with the Registration Document and the first supplement to the Registration Document dated 22 May 2014 (the “First Supplement”), including the documents incorporated therein.

The credit ratings of the Bank referenced in documents incorporated by reference into this Registration Document have been issued, for the purposes of Regulation (EC) No 1060/2009 as amended by Regulation (EU) No 513/2011 and Regulation (EC) No 462/2013 (the “CRA Regulation”), by Standard & Poor’s Credit Market Services Europe Limited (“S&P”), Fitch Ratings Ltd. (“Fitch”) and Moody’s Inc. S&P and Fitch are both established in the European Union and registered under the CRA Regulation, as set out in the list of registered credit rating agencies published on the website of the European Securities and Markets Authority (“ESMA”) - http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. Moody’s Inc is not established in the European Union and has not applied for registration under the CRA Regulation. In general, and subject to certain exceptions (including the exception outlined below), European regulated investors are restricted from using a credit rating for regulatory purposes if such a credit rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. Subject to the fulfillment of the conditions set out in Article 4(3) of the CRA Regulation, a credit rating agency established in the European Union and registered in accordance with the CRA Regulation (an “EU CRA”) may endorse (for regulatory purposes in the European Union) credit ratings issued outside the European Union where (i) the credit rating activities resulting in the issuing of the credit rating are undertaken in whole or in part by a credit rating agency or credit rating agencies belonging to the same group (a “non-EU CRA”); and (ii) the EU CRA has verified and is able to demonstrate on an ongoing basis to ESMA that the conduct of the credit rating activities by the non-EU CRA resulting in the issuing of the credit rating to be endorsed fulfils requirements which are “at least as stringent as” the requirements of the CRA Regulation. On 15 March 2012, ESMA announced that it considers the regulatory framework for credit rating agencies in the United States to be "as stringent as" the requirements of the CRA Regulation. Moody's Investors Service Limited (which has been registered under the CRA Regulation and appears on the list of registered credit rating agencies on ESMA's web site - http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) currently endorses credit ratings issued by Moody's Inc for regulatory purposes in the European Union. There can be no assurance that Moody’s Investors Service Limited will continue to endorse credit ratings issued by Moody’s Inc. This Second Supplement incorporates by reference the following documents:

• the Form 6-K of the Bank filed with the United States Securities and Exchange Commission (the “SEC”) on 31 July 2014 (the “Bank Form 6-K Dated 31 July 2014”), which contains: (i) an “Introduction”; (ii) “Forward-looking Statements”; (iii) “Key information”, (iv) “Operating and financial review and prospects”, and (v) Exhibits and includes the following documents exhibited thereto (i) “Ratio of earnings to fixed charges” (ii) “‘Letter regarding unaudited financial information from the Independent Registered Public Accounting Firm” (iii) the 2014 Second Quarter Financial Report of the Group within which there is unaudited information for the Group for the three and six months ended 30 June 2014, except that the information on pages 1–2 under “Dear shareholders” is not incorporated by reference and (iv) the 2014 Bank Six Months Financial Statements within which there are unaudited financial statements for the six months ended 30 June 2014;

http://www.esma.europa.eu/page/List-registered-and-certified-CRAs



2

• the Form 6-K of the Group filed with the SEC on 31 July 2014 (the “Group Form 6-K Dated 31 July 2014”), which includes a discussion of the Group’s core results for the six months ended 30 June 2014 compared to the six months ended 30 June 2013 and the Financial Report 2Q 2014 exhibited thereto;

• the Form 6-K of the Bank filed with the SEC on 22 July 2014 (the “Form 6-K Dated 22 July 2014”), which includes the Earnings Release 2Q 2014 exhibited thereto, except that the information on page 3 under “Credit Suisse Group reports 2Q14 and 6M14 results” is not incorporated by reference; and

• the Form 6-K of the Bank and Group filed with the SEC on 22 July 2014 (the “Bank and Group Form 6-K Dated 22 July 2014”), which includes information regarding recent appointments to the Board of Directors of CS.

This Second Supplement has been filed with the CSSF, and copies of this Second Supplement and the documents incorporated by reference into the Registration Document will be available on the website of the Luxembourg Stock Exchange, at www.bourse.lu. Except for the copies of the documents incorporated by reference into the Registration Document, the First Supplement and this Second Supplement available on the Luxembourg Stock Exchange website (www.bourse.lu), no information contained on the websites to which links have been provided is incorporated by reference in the Registration Document. Save as disclosed in the First Supplement and this Second Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Registration Document has arisen or been noted, as the case may be, since the publication of the Registration Document. There has been no material adverse change in the prospects of Credit Suisse AG and its consolidated subsidiaries since 31 December 2013 except as disclosed in the Form 6-K Dated 19 May 2014. Please see pages 35-42 of the Annual Report 2013 for the risk factors that may affect the future results of operations or financial condition of Credit Suisse and its consolidated subsidiaries. Please see “Operating Environment” on pages 6-8 of the Exhibit to the Form 6-K Dated 2 May 2014 and “Operating Environment” on pages 6-8 of the third exhibit to the Bank Form 6-K Dated 31 July 2014 for information relating to the economic environment that may affect the future results of operations or financial condition of Credit Suisse and its consolidated subsidiaries. There has been no significant change in the financial position of Credit Suisse AG and its consolidated subsidiaries since 30 June 2014. Except as disclosed in the Bank Form 6-K Dated 31 July 2014 under the heading “Litigation” (note 29 to the condensed consolidated financial statements of the Group on page 151-153 of the exhibit to the Bank Form 6-K Dated 31 July 2014), the Form 6-K Dated 22 July 2014 on page 5, the Form 6-K Dated 19 May 2014, the Form 6-K Dated 2 May 2014 under the heading “Litigation” (note 29 to the condensed consolidated financial statements of the Group on page 148-149 of the exhibit to the Form 6-K Dated 2 May 2014), the Exhibit to the Form 20-F Dated 3 April 2014, under the heading “Litigation” (note 38 to the condensed consolidated financial statements of Credit Suisse Group AG on pages 330-336 of the Exhibit to the Form 20-F Dated 3 April 2014) and the Form 6-K/A Dated 3 April 2014 under the heading “Litigation” (note 29 to the condensed consolidated financial statements of Credit Suisse Group AG on pages 159-161 of the Exhibit to the Form 6-K/A Dated 3 April 2014), there are no, and have not been during the period of 12 months ending on the date of this Registration Document, governmental, legal or arbitration proceedings which may have, or have had in the past, significant effects on the Bank’s financial position or profitability, and Credit Suisse AG is not aware of any such proceedings being either pending or threatened. To the extent that there is any inconsistency between (a) any statement in this Second Supplement or any statement or information incorporated by reference into this Second Supplement and (b) any statement or information in or incorporated by reference in the Registration Document and the First Supplement, the statements or information in (a) above will prevail.

http://www.bourse.lu/

3

Section Number

Section Heading Sub-heading Page(s) of the PDF

Bank Form 6-K Dated 31 July 2014

Form 6-K

Cover page 1 Introduction 2 Forward-looking statements 2

Condensed consolidated financial statements

3

Operating and financial review and prospects 4

Exhibits 5

Signatures 6 First Exhibit to Bank Form 6-K Dated 31 July 2014 (Ratio of earnings to fixed charges)

Ratio of earnings to fixed charges 7

Second Exhibit to Bank Form 6-K Dated 31 July 2014 (Letter regarding unaudited financial information from the Independent Registered Public Accounting Firm)

Letter regarding unaudited financial information from the Independent Registered Public Accounting Firm

8

Third Exhibit to Bank Form 6-K Dated 31 July 2014 (Financial Report 2Q 2014)

Key metrics 10

Table of contents 13

Credit Suisse at a glance 14

I Credit Suisse results Operating environment 16-18

Credit Suisse 19-22

Core Results 23-29

Private Banking & Wealth Management 30-41

Investment Banking 42-47

Corporate Center 48-49

Assets under Management 50-52

II Treasury, risk, balance sheet and off-balance sheet

Liquidity and funding management 54-56

Capital management 57-68

Risk management 69-78

Balance sheet and off-balance sheet 79-80

III Condensed consolidated financial statements- unaudited

Report of the Independent Registered Public Accounting Firm

83

Condensed consolidated financial statements- unaudited, including:

85-92

4

Consolidated statements of operations (unaudited)

85

Consolidated statements of comprehensive income (unaudited)

85

Consolidated balance sheets (unaudited) 86-87

Consolidated statements of changes in equity (unaudited)

88-90

Consolidated statements of cash flows (unaudited)

91-92

Supplemental cash flow information (unaudited)

92

Notes to the condensed consolidated financial statements (unaudited), including:

93-171

Summary of significant accounting policies 93

Litigation 161-163

Condensed consolidating statements of operations

164-167

Condensed consolidating statements of comprehensive income

164-167

Condensed consolidating balance sheets 168-169

Condensed consolidating statements of cash flows

170-171

List of Abbreviations 172

Investor information 173

Cautionary statement regarding forward looking information

175

Fourth Exhibit to Bank Form 6-K Dated 31 July 2014 (Six Months Financials)

Table of contents to Credit Suisse (Bank) Financial Statements 6M14

178


179

Credit Suisse (Bank) Condensed consolidated financial statements- unaudited, including:

181-239


181

Consolidated statement of comprehensive income (unaudited)

181

Consolidated balance sheets (unaudited) 182-183


184


185-186


186

5

Notes to the condensed consolidated financial statements- unaudited, including

187-239

Summary of significant accounting policies 187

Group Form 6-K Dated 31 July 2014

Form 6-K

Cover page 1 Introduction 2 Forward-looking statements 2

Operating and financial review and prospects 3-6 Condensed consolidated financial statements 7

Exhibits 8

Signatures 9 First Exhibit to Group Form 6-K Dated 31 July 2014 (Ratio of earnings to fixed charges)

Ratio of earnings to fixed charges 10

Second Exhibit to Group Form 6-K Dated 31 July 2014 (Letter regarding unaudited financial information from the Independent Registered Public Accounting Firm)

Letter regarding unaudited financial information from the Independent Registered Public Accounting Firm

11

Form 6-K Dated 22 July 2014 Form 6-K Cover page 1

Introduction 2

Selected financial data 3

Operating and financial review and prospects

4-5

Exhibits 6

Signatures 7

Exhibit to Form 6-K Dated 22 July 2014 (Earnings Release 2Q 2014)

Earnings Release 8-9

Core Results summary 11-13



Corporate Center 22

Balance sheet, shareholders’ equity and regulatory capital

22-23

Quarterly results documentation 24

Important information 25

Appendix Key metrics 26

Credit Suisse 27

Credit Suisse and Core Results 28

6

Credit Suisse reporting structure 28

Core Results 29

Core Results – strategic and non-strategic results

30


Private Banking & Wealth Management – strategic results

31

Wealth Management Clients 32

Corporate & Institutional Clients 33

Asset Management 33

Private Banking & Wealth Management – non-strategic results

34


Investment Banking- strategic results 35

Investment Banking- non-strategic results 36

Corporate Center results 36

Corporate Center- non-strategic results 37

Impact from movements in own credit spreads

37

Assets under management – Group 38

Net new assets – Group 38

BIS statistics – Basel III – Group 39

CET1 capital movement – Basel III 39

Risk-weighted assets by division – Basel III 40

Risk-weighted asset movement by risk type – Basel III

40

Swiss statistics – Basel III – Group 40

Swiss leverage ratio – Group 41

One-day, 98% risk management VaR and one-day, 99% regulatory VaR (CHF)

41

Consolidated statements of operations 42

Consolidated balance sheets 43

Consolidated statements of changes in equity

44

Earnings per share 45


46

Bank and Group Form 6-K Dated 22 July 2014

N/A Form 6-K Whole document

The information that is not incorporated herein by reference in the above table either (a) is covered elsewhere in the Registration Document; or (b) is not relevant for the investor.

7

Credit Suisse AG has taken all reasonable care to ensure that the information contained in the Registration Document, as supplemented by the First Supplement and the Second Supplement contains no omission likely to affect its import and accepts responsibility accordingly. This Second Supplement is not for use in, and may not be delivered to or inside, the United States.

1

FIRST SUPPLEMENT DATED 22 MAY 2014 TO CREDIT SUISSE AG REGISTRATION DOCUMENT DATED 16 MAY 2014

This supplement (the “First Supplement”) dated 22 May 2014 supplements the Registration Document dated 16 May 2014 and approved by the Commission de Surveillance du Secteur Financier (the “CSSF”) on 16 May 2014 (the “Registration Document”), and constitutes the First Supplement to the Registration Document for the purpose of article 13 of Chapter 1 of part II of the Luxembourg Law dated 10 July 2005 on prospectuses for securities. This First Supplement should be read in conjunction with the Registration Document, including the documents incorporated therein.

On 20 May 2014, Moody’s Investors Service, Inc. (“Moody’s Inc”) revised its outlook on the Bank and the Group to negative from stable. The existing ratings for the Bank and the Group were affirmed. The credit ratings of the Bank and the Group referenced in documents incorporated by reference into this Registration Document have been issued, for the purposes of Regulation (EC) No 1060/2009 as amended by Regulation (EU) No 513/2011 and Regulation (EC) No 462/2013 (the “CRA Regulation”), by Standard & Poor’s Credit Market Services Europe Limited (“S&P”), Fitch Ratings Ltd. (“Fitch”) and Moody’s Inc. S&P and Fitch are both established in the European Union and registered under the CRA Regulation, as set out in the list of registered credit rating agencies published on the website of the European Securities and Markets Authority (“ESMA”) - http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. Moody’s Inc is not established in the European Union and has not applied for registration under the CRA Regulation. In general, and subject to certain exceptions (including the exception outlined below), European regulated investors are restricted from using a credit rating for regulatory purposes if such a credit rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. Subject to the fulfillment of the conditions set out in Article 4(3) of the CRA Regulation, a credit rating agency established in the European Union and registered in accordance with the CRA Regulation (an “EU CRA”) may endorse (for regulatory purposes in the European Union) credit ratings issued outside the European Union where (i) the credit rating activities resulting in the issuing of the credit rating are undertaken in whole or in part by a credit rating agency or credit rating agencies belonging to the same group (a “non-EU CRA”); and (ii) the EU CRA has verified and is able to demonstrate on an ongoing basis to ESMA that the conduct of the credit rating activities by the non-EU CRA resulting in the issuing of the credit rating to be endorsed fulfils requirements which are “at least as stringent as” the requirements of the CRA Regulation. On 15 March 2012, ESMA announced that it considers the regulatory framework for credit rating agencies in the United States to be "as stringent as" the requirements of the CRA Regulation. Moody's Investors Service Limited (which has been registered under the CRA Regulation and appears on the list of registered credit rating agencies on ESMA's web site - http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) currently endorses credit ratings issued by Moody's Inc for regulatory purposes in the European Union. There can be no assurance that Moody’s Investors Service Limited will continue to endorse credit ratings issued by Moody’s Inc. This First Supplement incorporates by reference the following document:

• the Form 6-K of the Bank and the Group dated 19 May 2014 and filed with the United States Securities and Exchange Commission (the “SEC”) on 20 May 2014 (the “Form 6-K Dated 19 May 2014”), which contains a media release announcing a comprehensive and final settlement regarding all outstanding U.S. cross-border matters including agreements with the U.S. Department of Justice, the New York State Department of Financial Services, the Board of Governors of the U.S. Federal Reserve System and, as previously announced, the U.S. Securities and Exchange Commission.

This First Supplement has been filed with the CSSF, and copies of this First Supplement and the documents incorporated by reference into the Registration Document will be available on the website of the Luxembourg Stock Exchange, at www.bourse.lu. Except for the copies of the documents





2

incorporated by reference into the Registration Document and this First Supplement available on the Luxembourg Stock Exchange website (www.bourse.lu), no information contained on the websites to which links have been provided is incorporated by reference in the Registration Document. Save as disclosed in this First Supplement no other significant new factor, material mistake or inaccuracy relating to information included in the Registration Document has arisen or been noted, as the case may be, since the publication of the Registration Document. There has been no material adverse change in the prospects of Credit Suisse AG and its consolidated subsidiaries since 31 December 2013 except as disclosed in the Form 6-K Dated 19 May 2014. Please see pages 35-42 of the Annual Report 2013 for the risk factors that may affect the future results of operations or financial condition of Credit Suisse and its consolidated subsidiaries. Please see “Operating Environment” on pages 6-8 of the Exhibit to the Form 6-K Dated 2 May 2014, relating to the economic environment that may affect the future results of operations or financial condition of Credit Suisse and its consolidated subsidiaries. There has been no significant change in the financial position of Credit Suisse AG and its consolidated subsidiaries since 31 December 2013 except as disclosed in the Form 6-K Dated 19 May 2014. Except as disclosed in the Form 6-K Dated 19 May 2014, the Form 6-K Dated 2 May 2014 under the heading “Litigation” (note 29 to the condensed consolidated financial statements of the Group on page 148-149 of the exhibit to the Form 6-K Dated 2 May 2014), the Exhibit to the Form 20-F Dated 3 April 2014, under the heading “Litigation” (note 38 to the condensed consolidated financial statements of Credit Suisse Group AG on pages 330-336 of the Exhibit to the Form 20-F Dated 3 April 2014) and the Form 6-K/A Dated 3 April 2014 under the heading “Litigation” (note 29 to the condensed consolidated financial statements of Credit Suisse Group AG on pages 159-161 of the Exhibit to the Form 6-K/A Dated 3 April 2014), there are no, and have not been during the period of 12 months ending on the date of this Registration Document, governmental, legal or arbitration proceedings which may have, or have had in the past, significant effects on the Bank’s financial position or profitability, and Credit Suisse AG is not aware of any such proceedings being either pending or threatened. As detailed in our Form 6-K filed on May 20, 2014 and incorporated by reference herein, the Bank recently concluded a comprehensive and final settlement regarding all outstanding U.S. cross-border matters. This final settlement includes entry of a guilty plea to one count of conspiracy to assist U.S. customers in presenting false income tax returns. The settlement was reached with the Department of Justice, the New York State Department of Financial Services, the Board of Governors of the Federal Reserve System and, as previously announced, the Securities and Exchange Commission. Our global regulators also have confirmed that there is no adverse impact on our key bank licenses. We believe that this settlement is in the best interest of the Bank and do not expect any material adverse impact on our business. There can be no assurance, however, that unanticipated collateral consequences of the settlement will not adversely affect our business. The settlement illustrates the increased level of financial and reputational risk now associated with certain regulatory matters in the United States. Such unanticipated collateral consequences include the possibility that clients, counter-parties and other persons or entities with whom we do business may choose to limit their future business with us as a result of the guilty plea or otherwise. We are also currently seeking a few additional waivers from certain U.S. governmental agencies and departments with respect to disqualifications that, if not obtained, would preclude us from carrying on limited U.S. business activities. If additional actions are commenced, business is lost, or other unforeseen collateral consequences arise following the settlement, our business and results of operations could be adversely affected.

To the extent that there is any inconsistency between (a) any statement in this First Supplement or any statement or information incorporated by reference into this First Supplement and (b) any

3

statement or information in or incorporated by reference in the Registration Document, the statements or information in (a) above will prevail.

Section Number

Section Heading Sub-heading Page(s)

Form 6-K Dated 19 May 2014

N/A Form 6-K Whole document

Credit Suisse AG has taken all reasonable care to ensure that the information contained in the Registration Document, as supplemented by the First Supplement contains no omission likely to affect its import and accepts responsibility accordingly. This First Supplement is not for use in, and may not be delivered to or inside, the United States.

1

CREDIT SUISSE AG (Incorporated in Switzerland)

__________________

Registration Document This Registration Document comprises:

• Table of Contents (page 5);

• Information Incorporated by Reference (Credit Suisse AG) (pages 6-16); • Information Incorporated by Reference (Credit Suisse Group AG) (pages 16-23);

• Risk Factors (page 23); • General Information (pages 23-25); and • the following, which are incorporated herein by reference and have been filed

with the Commission de Surveillance du Secteur Financier (the “CSSF”):

• the Form 6-K of the Bank and the Group filed with the United States Securities and Exchange Commission (the “SEC”) on 9 May 2014 (the “Form 6-K Dated 9 May 2014”) which contains a media release exhibited thereto, as indicated under the headings “Information incorporated by reference (Credit Suisse AG) (pages 6-16)” and “Information Incorporated by Reference (Credit Suisse Group AG) (pages 16-23)”;

• the Form 6-K of the Bank filed with the SEC on 2 May 2014 (the “Form 6-K Dated 2 May 2014”), which contains the 2014 First Quarter Financial Report of the Group within which there is unaudited information for the Group for the three months ended 31 March 2014, as indicated under the heading “Information incorporated by reference (Credit Suisse AG) (pages 6-16)”;

• the Form 6-K of the Bank filed with the SEC on 16 April 2014 (the “Form 6-K Dated 16 April 2014”), which contains the 2014 First Quarter Earnings Release of the Group within which there is unaudited information for the Group for the three months ended 31 March 2014, as indicated under the heading “Information incorporated by reference (Credit Suisse AG) (pages 6-16)”;

• the Form 20-F of the Bank and the Group filed with the SEC on 3 April 2014 (the “Form 20-F Dated 3 April 2014”), which contains the 2013 Annual Report of the Group within which there are audited financial statements of the Bank for the year ended 31 December 2013 and a report of the Bank’s auditors, as indicated under the headings “Information incorporated by reference (Credit Suisse AG) (pages 6-16)” and “Information Incorporated by Reference (Credit Suisse Group AG) (pages 16-23)”;

• the Form 6-K/A of the Bank filed with SEC on 3 April 2014 (the “Form 6-K/A Dated 3 April 2014”), which contains the restated 2013 Fourth Quarter Financial Report of the Group within which there is unaudited information for the Group for the three and twelve months ended 31 December 2013, as indicated under the heading “Information incorporated by reference (Credit Suisse AG) (pages 6-16)”;

• the Form 6-K of the Bank and the Group filed with the SEC on 3 April 2014 (the “Form 6-K Dated 3 April 2014”) which contains a media release containing proposals for the Annual General Meeting of CSG on 9 May 2014 as indicated under the headings “Information incorporated by reference (Credit Suisse AG) (pages 6-16)” and “Information Incorporated by Reference (Credit Suisse Group AG) (pages 16-23)”; and

• the Form 20-F of the Bank and the Group filed with the SEC on 22 March 2013 (the “Form 20-F Dated 22 March 2013”), which contains the 2012 Annual Report of the Group within which there are audited financial statements of the Bank for the year ended 31 December 2012 and a report of the Bank’s auditors, as indicated under the headings “Information incorporated by reference (Credit Suisse AG) (pages 6-16)” and “Information Incorporated by Reference (Credit Suisse Group AG) (pages 16-23)”.

2

For purposes of this Registration Document, unless the context otherwise requires, the terms “Credit Suisse”, “the Group”, “we”, “us” and “our” mean Credit Suisse Group AG and its consolidated subsidiaries. The business of Credit Suisse AG, the Swiss bank subsidiary of the Group, is substantially similar to the Group, and we use these terms to refer to both when the subject is the same or substantially similar. We use the term “the Bank” when we are only referring to Credit Suisse AG, the Swiss bank subsidiary of the Group, and its consolidated subsidiaries. This Registration Document is the Registration Document of the Bank, which is the issuer. This Registration Document has been prepared pursuant to Article 5(3) of Directive 2003/71/EC and Article 8(3) of the Luxembourg act relating to prospectus for securities (“Loi relative aux prospectus pour les valeurs mobilières”). On 30 April 2014, Standard & Poor’s revised its outlook on both the Bank and the Group to negative. The Bank’s long-term and short-term debt ratings, and the Group’s long-term debt rating were affirmed. Standard & Poor’s does not assign short-term debt ratings to the Group. The credit ratings of the Bank and the Group referenced in documents incorporated by reference into this Registration Document have been issued, for the purposes of Regulation (EC) No 1060/2009 as amended by Regulation (EU) No 513/2011 and Regulation (EC) No 462/2013 (the “CRA Regulation”), by Standard & Poor’s Credit Market Services Europe Limited (“S&P”), Fitch Ratings Ltd. (“Fitch”) and Moody’s Investors Service, Inc. (“Moody’s Inc”). S&P and Fitch are both established in the European Union and registered under the CRA Regulation, as set out in the list of registered credit rating agencies published on the website of the European Securities and Markets Authority (“ESMA”) - http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. Moody’s Inc is not established in the European Union and has not applied for registration under the CRA Regulation. In general, and subject to certain exceptions (including the exception outlined below), European regulated investors are restricted from using a credit rating for regulatory purposes if such a credit rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. Subject to the fulfillment of the conditions set out in Article 4(3) of the CRA Regulation, a credit rating agency established in the European Union and registered in accordance with the CRA Regulation (an “EU CRA”) may endorse (for regulatory purposes in the European Union) credit ratings issued outside the European Union where (i) the credit rating activities resulting in the issuing of the credit rating are undertaken in whole or in part by a credit rating agency or credit rating agencies belonging to the same group (a “non-EU CRA”); and (ii) the EU CRA has verified and is able to demonstrate on an ongoing basis to ESMA that the conduct of the credit rating activities by the non-EU CRA resulting in the issuing of the credit rating to be endorsed fulfils requirements which are “at least as stringent as” the requirements of the CRA Regulation. On 15 March 2012, ESMA announced that it considers the regulatory framework for credit rating agencies in the United States to be "as stringent as" the requirements of the CRA Regulation. Moody's Investors Service Limited (which has been registered under the CRA Regulation and appears on the list of registered credit rating agencies on ESMA's web site - http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) currently endorses credit ratings issued by Moody's Inc for regulatory purposes in the European Union. There can be no assurance that Moody’s Investors Service Limited will continue to endorse credit ratings issued by Moody’s Inc. The Bank has requested the CSSF, in its capacity as competent authority under the Loi relative aux prospectus pour les valeurs mobilières, to provide the Bank with a certificate of approval attesting that the Registration Document has been drawn up in accordance with the Loi relative aux prospectus pour les valeurs mobilières which implements Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003 into Luxembourg law.



3

This registration document and the documents incorporated by reference will be available on the website of the Luxembourg Stock Exchange, at www.bourse.lu. Except for the copies of the documents incorporated by reference in the Registration Document available on the Luxembourg Stock Exchange website (www.bourse.lu), no information contained on the websites to which links have been provided is incorporated by reference in the Registration Document.


4

Prospective investors should read the entire document and, in particular, the Risk Factors set out in pages 35 to 42 of the Annual Report 2013, when considering an investment in Credit Suisse debt securities.

__________________

Registration Document dated 16 May 2014

5

Table of Contents 6 Information Incorporated by Reference (Credit Suisse AG) 16 Information Incorporated by Reference (Credit Suisse Group AG) 23 Risk Factors 23 General Information 23 Credit Suisse 23 Auditors 24 Documents on Display 24 Change 24 Address of Directors and Executives 25 Market Activity 25 Conflicts 25 Responsibility Statement 25 Legal and Arbitration Proceedings

6

Information Incorporated by Reference (Credit Suisse AG) The table below lists the specific items of the Form 6-K Dated 9 May 2014, the Form 6-K Dated 2 May 2014, the Form 6-K Dated 16 April 2014, the Form 20-F Dated 3 April 2014, the Form 6-K Dated 3 April 2014, the Form 6-K/A Dated 3 April 2014 and Form 20-F Dated 22 March 2013 that are hereby incorporated by reference. The information incorporated by reference that is not included in the cross-reference list, is considered as additional information and is not required by the relevant schedules of the Prospectus Regulation. Section Number

Section Heading Sub-heading Page(s) of the PDF file


Form 6-K

Cover page 1 Annual General Meeting of Credit Suisse Group AG: All Proposals put forward by the Board of Directors Approved

2

Distribution in cash against reserves from capital contributions

2

Increase in conditional capital for employee shares

2

Election of Severin Schwan and Sebastian Thrun as new Members of the Board of Directors

3

Re-election of the Chairman and further members to the Board of Directors

3

Election of the members to the Compensation Committee

3

Amendments to the Articles of Association to adapt to changes in company law (first paragraph only)

3

2013 Compensation Report 3

Composition of the Board of Directors as of May 9, 2014

4

Cautionary statement regarding forward-looking information

5


Form 6-K

Cover page 1 Explanatory note 2 Exhibits 3 Signatures 4

Exhibit to Form 6-K Dated 2 May 2014 (Financial Report 1Q 2014)

Key metrics 6

Table of contents 9

7



Credit Suisse 15-17

Core Results 18-23

Private Banking & Wealth Management

24-35


Investment Banking- strategic results

38-46





Balance sheet and off-balance sheet

75-76

III Condensed consolidated financial statements (unaudited)


79

Condensed consolidated financial statements (unaudited), including:

81-87


81


81

Consolidated balance sheets (unaudited)

82-83


84-85


86-87


87


88-155

Summary of significant accounting policies

88

Litigation 154-155


156-157


156-157

Condensed consolidating balance sheets

158-159


8

Investor information, including: 161

Foreign currency translation rates 162


163

Form 6-K Dated 16 April 2014 Form 6-K Cover page 1

Introduction 2

Selected financial data 3


4

Exhibits 5

Signatures 6

Exhibit to Form 6-K Dated 16 April 2014 (Earnings Release 1Q 2014)

Earnings Release 7

Core Results summary 9-10


10-15



Balance sheet, shareholders’ equity and regulatory capital

19-20

Quarterly results documentation 21

Contacts 21

Important information 22

Appendix Key metrics 23

Credit Suisse 24

Credit Suisse and Core Results 25

Credit Suisse reporting structure 25

Core Results 26

Core Results – strategic and non-strategic results

27


27-30

Private Banking & Wealth Management – strategic results

28

Wealth Management Clients 29

Corporate & Institutional Clients 29

Asset Management 30

Private Banking & Wealth Management – non-strategic results

30


9

Investment Banking- strategic results

32

Investment Banking- non-strategic results

33

Corporate Center results 33

Corporate Center- non-strategic results

34

Impact from movements in own credit spreads

34

Assets under management – Group 34

Net new assets – Group 35

BIS statistics – Basel III – Group 35

CET1 capital movement – Basel III 36

Risk-weighted assets by division – Basel III

36

Risk-weighted asset movement by risk type – Basel III

36

Swiss statistics – Basel III – Group 37

Swiss leverage ratio – Group 37

One-day, 98% risk management VaR and one-day, 99% regulatory VaR (CHF)

38

Consolidated statements of operations

39

Consolidated balance sheets 40


41

Earnings per share 42


43

Form 6-K Dated 3 April 2014

Form 6-K Cover page 1

Media Release 2-5

Signatures 5-6

Form 6-K/A Dated 3 April 2014

Form 6-K/A

Introduction 2

Forward-Looking Statements 2

Key Information 3-6 Exhibits 7

Signatures 8

Exhibit to Form 6-K/A Dated 3 April 2014 (Restated Financial Report 4Q 2013)

Financial highlights 10

10

Reconciliation of underlying results 14

Table of Contents 15

Explanation of revision 15



Credit Suisse 21-26

Core Results 27-32


33-45



Assets under management 56-58





Balance sheet and off-balance sheet

85-86

III Condensed consolidated financial statements (unaudited)

Condensed consolidated financial statements (unaudited), including:

89-96


89


89

Consolidated balance sheets (unaudited)

90-91


92-94


95-96


96


97-179


97

Litigation 169-171


172-175


172-175


176-177

11


178-179


Investor information 181

Foreign currency translation rates 182


183

Form 20-F Dated 3 April 2014

Form 20-F

Definitions 6

Sources 6


6

Identity of directors, senior management and advisers

7

Offer statistics and expected timetable

7

Key information 7

Information on the company 7-8

Unresolved staff comments 8


8-9

Directors, senior management and employees

9-10

Major shareholders and related party transactions

10

Financial information 10

The offer and listing 11

Additional information 11

Quantitative and qualitative disclosures about market risk

12

Description of securities other than equity securities

12

Defaults, dividend arrearages and delinquencies

12

Material modifications to the rights of security holders

12

Controls and procedures 12

Audit committee financial expert 12

Code of ethics 12

Principal accountant fees and services

13

Exemption from the listing standards for audit committee

13

12

Purchases of equity securities by the issuer and affiliated purchasers

13

Change in registrants’ certifying accountant

13

Corporate governance 13

Mine Safety Disclosure 13

Financial statements 13

Exhibits 14

Signatures 15

Exhibit to Form 20-F Dated 3 April 2014 (Annual Report 2013)

Financial Highlights 22

Index 25

I Information on the Company Credit Suisse at a glance 32

Strategy 33-35

Our businesses 36-43

Organizational and regional structure

44- 45

Regulation and supervision 46-56

Risk factors 57-64

II Operating and financial review

Operating environment 66-68

Credit Suisse 69-75

Core Results 76-82


83-95




Critical accounting estimates 108-113

III Treasury, Risk, Balance sheet and Off-balance sheet




Balance sheet, off-balance sheet and other contractual obligations

163-166

IV Corporate Governance and Compensation

Corporate Governance 168-197

Compensation 198-226

VII Consolidated financial statements – Credit Suisse (Bank)


397

Consolidated financial statements, including:

399-405

13


399

Consolidated statements of comprehensive income

399

Consolidated balance sheets 400-401


402-403

Consolidated statements of cash flows

404-405

Supplemental cash flow information 405

Notes to the consolidated financial statements

406-480



482

VIII Parent company financial statements – Credit Suisse (Bank)

Report of the Statutory Auditor 485-486

Financial review 487

Parent company financial statements, including:

488-490

Statements of income 488

Balance sheets 489

Off-balance sheet transactions 490

Notes to the financial statements 491-499

Proposed appropriation of retained earnings

500

IX Additional information Statistical information 502-520

Other information 521-526

Appendix Selected five-year information 528-529

List of abbreviations 530-531

Glossary 532-535

Investor information 536-537

Financial calendar and contacts 538

Cautionary statement regarding forward-looking information 539

Form 20-F Dated 22 March 2013

Form 20-F Definitions 6

Sources 6


6


7


7

14

Key information 7




8-9


9


10





11


12


12


12



Code of ethics 12


12


12


13


13




Exhibits 14

Signatures 15

Exhibit to Form 20-F Dated 22 March 2013 (Annual Report 2012)

Financial Highlights

22

Index

24-25


15

I Information on the Company Strategy 32-34



44- 45


Risk factors 59-67



Credit Suisse 73-76

Core Results 77-89


90-100


Corporate Center 106








171-174




VII Consolidated financial statements – Credit Suisse (Bank)


425


427-434


427


427



430-432


433-434


Notes to the consolidated financial statements

435-514


16


516

VIII Parent company financial statements – Credit Suisse (Bank)

Report of the Statutory Auditor 519

Report on Other Legal and Regulatory Requirements

520

Financial review 521


522-524


Balance sheets 523

Off-balance sheet transactions 524


Proposed appropriation of retained earnings

534





Glossary 568-571




The information that is not incorporated herein by reference in the above table either (a) is covered elsewhere in the Registration Document; or (b) is not relevant for the investor. Information Incorporated by Reference (Credit Suisse Group AG) The table below lists the specific items of the Form 6-K Dated 9 May 2014, the Form 20-F Dated 3 April 2014, the Form 6-K Dated 3 April 2014 and Form 20-F Dated 22 March 2013 that are hereby incorporated by reference. The information incorporated by reference that is not included in the cross-reference list, is considered as additional information and is not required by the relevant schedules of the Prospectus Regulation. The information about the Group is included in this Registration Document because the business of Group and the Bank is substantially similar. Section Number

Section Heading Sub-heading Page(s) of the PDF file


Form 6-K

Cover page 1 Annual General Meeting of Credit Suisse Group AG: All Proposals put forward by the Board of Directors Approved

2

17

Distribution in cash against reserves from capital contributions

2

Increase in conditional capital for employee shares

2

Election of Severin Schwan and Sebastian Thrun as new Members of the Board of Directors

3

Re-election of the Chairman and further members to the Board of Directors

3

Election of the members to the Compensation Committee

3

Amendments to the Articles of Association to adapt to changes in company law (first paragraph only)

3

2013 Compensation Report 3

Composition of the Board of Directors as of May 9, 2014

4


5

Form 20-F Dated 3 April 2014

Form 20-F

Definitions 6

Sources 6


6


7


7

Key information 7




8-9


9-10


10





12


12

18


12


12



Code of ethics 12


13


13


13


13




Exhibits 14

Signatures 15

Exhibit to Form 20-F Dated 3 April 2014 (Annual Report 2013)

Financial Highlights 22

Index 25

I Information on the Company Credit Suisse at a glance 32

Strategy 33-35



44- 45


Risk factors 57-64



Credit Suisse 69-75

Core Results 76-82


83-95







19




163-166




V Consolidated financial statements – Credit Suisse Group


229


231-237


231


231



234-235


236-237


Notes to the consolidated financial statements, including

238-374


238-246

Litigation 352-358


363-365


363-365


366-367


368-370


Report of the Independent Registered Public Accounting Firm to the General Meeting of Shareholders of Credit Suisse Group AG, Zurich

376

VI Parent company financial statements – Credit Suisse Group

Report of the Statutory Auditor 379-380


381-382


20

Balance sheets 382


Proposed appropriation of retained earnings and capital distribution

392

Reports on the conditional increase of share capital

393-394





Glossary 532-535




Form 6-K Dated 3 April 2014

Form 6-K Cover page 1

Media Release 2-5

Signatures 5-6

Form 20-F Dated 22 March 2013

Form 20-F Definitions 6

Sources 6


6


7


7

Key information 7




8-9


9


10





11

21


12


12


12



Code of ethics 12


12


12


13


13




Exhibits 14

Signatures 15

Exhibit to Form 20-F Dated 22 March 2013 (Annual Report 2012)

Financial Highlights

22

Index

24-25


I Information on the Company Strategy 32-34



44- 45


Risk factors 59-67



Credit Suisse 73-76

Core Results 77-89


90-100


22

Corporate Center 106








171-174




V Consolidated financial statements – Credit Suisse Group


245


247-254


247


247



250-252


253-254


Notes to the consolidated financial statements, including

255-400


255-264

Litigation 379-385


Report of the Independent Registered Public Accounting Firm to the General Meeting of Shareholders of Credit Suisse Group AG, Zurich

400

VI Parent company financial statements – Credit Suisse Group

Report of the Statutory Auditor 405

Report on Other Legal Requirements

406


407-408


Balance sheets 408


23

Proposed appropriation of retained earnings and capital distribution

421

Confirmation to the Board of Directors relating to the Conditional Increase of Share Capital of Credit Suisse Group AG, Zurich

422





Glossary 568-571




The information that is not incorporated herein by reference in the above table either (a) is covered elsewhere in the Registration Document; or (b) is not relevant for the investor. Risk Factors See pages 35-42 of the Exhibit to the Form 20-F Dated 3 April 2014 that disclose the principal risks to Credit Suisse, which are incorporated herein by reference. General Information 1. Credit Suisse Credit Suisse was established on 5 July 1856 and registered in the Commercial Register (registration no. CH-020.3.923.549-1) of the Canton of Zurich on 27 April 1883 for an unlimited duration under the name Schweizerische Kreditanstalt. Credit Suisse’s name was changed to Credit Suisse First Boston on 11 December 1996. On 13 May 2005, the Swiss banks Credit Suisse First Boston and Credit Suisse were merged. Credit Suisse First Boston was the surviving legal entity, and its name was changed to Credit Suisse (by entry in the commercial register). On 9 November 2009, Credit Suisse was renamed “Credit Suisse AG”. Credit Suisse AG is a Swiss bank and joint stock corporation that was established under Swiss law and operates under Swiss law. Credit Suisse AG is a wholly owned subsidiary of Credit Suisse Group AG. The Bank’s registered head office is in Zurich, and it has additional executive offices and principal branches located in London, New York, Hong Kong, Singapore and Tokyo. The Bank’s registered head office is located at Paradeplatz 8, CH-8001, Zurich, Switzerland, and its telephone number is 41-44-333-1111. 2. Auditors The Bank’s statutory and bank law auditor is KPMG AG, Badenerstrasse 172, 8004 Zurich, Switzerland (KPMG). The Bank’s 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 is BDO AG, Fabrikstrasse 50, 8031 Zurich, Switzerland.

24

KPMG and BDO AG are both licensed by the Federal Audit Oversight Authority, which is responsible for the licensing and supervision of audit firms and individuals which provide audit services in Switzerland. 3. Documents on Display For the life of this Registration Document, of which this Information Addendum forms a part, the following documents (or copies thereof) may be physically inspected at the registered head office of the Bank at Paradeplatz 8, CH-8001, Zurich, Switzerland:

i. the Articles of Association of Credit Suisse AG; and ii. historical financial information of Credit Suisse AG and its subsidiary

undertakings for the financial years ended 31 December 2013 and 2012. This information is also available on the Credit Suisse website, www.credit-suisse.com. 4. Change There has been no material adverse change in the prospects of the Bank and its consolidated subsidiaries since 31 December 2013. There has been no significant change in the financial position of the Bank and its consolidated subsidiaries since 31 December 2013. Please see pages 35 to 42 of the Exhibit to the Form 20-F Dated 3 April 2014 for the risk factors that may affect the future results of operations or financial condition of Credit Suisse and its consolidated subsidiaries. Please see “Operating Environment” on pages 6-8 of the exhibit to the Form 6-K Dated 2 May 2014 and “Operating Environment” on pages 44 to 46 of the Exhibit to the Form 20-F Dated 3 April 2014 for information relating to the economic environment that may affect the future results of operations or financial condition of Credit Suisse and its consolidated subsidiaries. 5. Names and Addresses of Directors and Executives The business address of the members of the Boards of Directors of the Bank and the Group and the members of the Executive Board of the Bank and the Group is Paradeplatz 8, CH-8001, Zurich, Switzerland. The current members of the Board of Directors of the Bank are as follows:

• Urs Rohner, Chairman • Jassim Bin Hamad J. J. Al Thani • Iris Bohnet • Noreen Doyle • Jean-Daniel Gerber • Andreas N. Koopmann • Jean Lanier • Kai S. Nargolwala • Anton van Rossum • Richard E. Thornburgh • John Tiner

The current members of the Board of Directors of the Group are as follows:

• Urs Rohner, Chairman • Jassim Bin Hamad J. J. Al Thani • Iris Bohnet • Noreen Doyle • Jean-Daniel Gerber

25

• Andreas N. Koopmann • Jean Lanier • Kai S. Nargolwala • Anton van Rossum • Severin Schwan • Richard E. Thornburgh • Sebastian Thrun • John Tiner

The current members of the Executive Board are as follows:

• Brady W. Dougan, Chief Executive Officer • Gaël de Boissard • Romeo Cerutti • David Mathers • Hans-Ulrich Meister • Joachim Oechslin • Robert Shafir • Pamela Thomas-Graham • Eric Varvel

Further information about the members of the Boards of Directors and the Executive Board can be found on pages 160-172 of the Annual Report 2013 and in the Form 6-K dated 9 May 2014. 6. Market Activity Credit Suisse may update its expectations on market activity, and any such update will be included in its quarterly or annual reports. 7. Conflicts There are no conflicts of interest of the members of the Board of Directors and the members of the Executive Board between their duties to the Bank and their private interests and/or other duties. 8. Responsibility Statements Credit Suisse AG takes responsibility for the information contained in this Registration Document, having taken all reasonable care to ensure that such is the case, and is satisfied that the information contained in this Registration Document is, to the best knowledge and belief of Credit Suisse AG, in accordance with the facts and contains no omission likely to affect its import. 9. Legal and Arbitration Proceedings Except as disclosed in the Form 6-K Dated 2 May 2014 under the heading “Litigation” (note 29 to the condensed consolidated financial statements of the Group on page 148-149 of the exhibit to the Form 6-K Dated 2 May 2014), the Exhibit to the Form 20-F Dated 3 April 2014, under the heading “Litigation” (note 38 to the condensed consolidated financial statements of Credit Suisse Group AG on pages 330-336 of the Exhibit to the Form 20-F Dated 3 April 2014) and the Form 6-K/A Dated 3 April 2014 under the heading “Litigation” (note 29 to the condensed consolidated financial statements of Credit Suisse Group AG on pages 159-161 of the Exhibit to the Form 6-K/A Dated 3 April 2014), there are no, and have not been during the period of 12 months ending on the date of this Registration Document, governmental, legal or arbitration proceedings which may have, or have had in the past, significant effects on the Bank’s financial position or profitability, and Credit Suisse AG is not aware of any such proceedings being either pending or threatened.

SECOND SUPPLEMENT DATED 6 AUGUST 2014 TO CREDIT SUISSE … · TO CREDIT SUISSE AG REGISTRATION...

Documents

Transcript of SECOND SUPPLEMENT DATED 6 AUGUST 2014 TO CREDIT SUISSE … · TO CREDIT SUISSE AG REGISTRATION...