QuickLinks -- Click here to rapidly navigate through this documentExhibit 99.1
CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition
As of September 30, 2002
(In millions)
| | Historical
| | Pro Forma Adjustments
| | Pro Forma
|
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ASSETS | | | | | | | | | |
Cash and cash equivalents | | $ | 1,501 | | $ | (1,162 | )(c) | $ | 4,264 |
| | | | | | 2,480 | (a) | | |
| | | | | | 900 | (e) | | |
| | | | | | 545 | (g) | | |
Cash and securities segregated for regulatory purposes or deposited with clearing organizations | | | 6,524 | | | (2,271 | )(c) | | 4,253 |
Collateralized short-term financings: | | | | | | | | | |
| Securities purchased under agreements to resell | | | 54,567 | | | (413 | )(c) | | 55,699 |
| | | | | | 1,545 | (h) | | |
| Securities borrowed | | | 67,947 | | | (2,538 | )(c) | | 67,590 |
| | | | | | 2,181 | (h) | | |
Receivables: | | | | | | | | | |
| Customers | | | 3,820 | | | (3,575 | )(c) | | 247 |
| | | | | | 2 | (h) | | |
| Brokers, dealers and other | | | 10,199 | | | (2,831 | )(c) | | 7,372 |
| | | | | | 1,929 | (h) | | |
| | | | | | (480 | )(a) | | |
| | | | | | (545 | )(g) | | |
| | | | | | (900 | )(e) | | |
Financial instruments owned: | | | | | | | | | |
| U.S. government and agencies | | | 29,123 | | | (45 | )(c) | | 29,078 |
| Corporate debt | | | 13,761 | | | (137 | )(c) | | 13,624 |
| Mortgage whole loans | | | 9,624 | | | | | | 9,624 |
| Equities | | | 9,382 | | | (4 | )(c) | | 9,378 |
| Commercial paper | | | 995 | | | | | | 995 |
| Private equity and other long-term investments | | | 808 | | | | | | 808 |
| Derivatives contracts | | | 3,452 | | | | | | 3,452 |
| Other | | | 1,771 | | | | | | 1,771 |
Net deferred tax asset | | | 1,665 | | | | | | 1,665 |
Office facilities at cost, net of accumulated depreciation and amortization | | | 714 | | | (223 | )(c) | | 491 |
Goodwill and other intangible assets | | | 333 | | | | | | 333 |
Loans receivable from parent and affiliates | | | 16,521 | | | (1 | )(c) | | 16,547 |
| | | | | | 27 | (h) | | |
Other assets and deferred amounts | | | 1,818 | | | (66 | )(c) | | 1,752 |
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Total Assets | | $ | 234,525 | | $ | (5,582 | ) | $ | 228,943 |
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See accompanying notes.
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CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition
As of September 30, 2002
(In millions, except per share data)
| | Historical
| | Pro Forma Adjustments
| | Pro Forma
| |
---|
LIABILITIES AND STOCKHOLDERS' EQUITY | |
Commercial paper and short-term borrowings | | $ | 10,366 | | $ | (223 | )(c) | $ | 10,143 | |
Collateralized short-term financings: | | | | | | | | | | |
| Securities sold under agreements to repurchase | | | 111,450 | | | (406 | )(c) | | 112,589 | |
| | | | | | 1,545 | (h) | | | |
| Securities loaned | | | 22,085 | | | 2,181 | (h) | | 24,266 | |
Payables: | | | | | | | | | | |
| Customers | | | 9,577 | | | (6,874 | )(c) | | 2,703 | |
| Brokers, dealers and other | | | 10,268 | | | (3,276 | )(c) | | 7,232 | |
| | | | | | 240 | (h) | | | |
Financial instruments sold not yet purchased: | | | | | | | | | | |
| U.S. government and agencies | | | 25,273 | | | (47 | )(c) | | 25,226 | |
| Corporate debt | | | 3,067 | | | (21 | )(c) | | 3,046 | |
| Equities | | | 2,438 | | | (2 | )(c) | | 2,436 | |
| Derivatives contracts | | | 2,690 | | | | | | 2,690 | |
| Other | | | 396 | | | | | | 396 | |
Obligation to return securities received as collateral | | | 561 | | | | | | 561 | |
Accounts payable and accrued expenses | | | 3,581 | | | (1,311 | )(c) | | 4,061 | |
| | | | | | 1,238 | (h) | | | |
| | | | | | 553 | (b) | | | |
Other liabilities | | | 1,222 | | | (24 | )(c) | | 1,198 | |
Long-term borrowings | | | 23,521 | | | (482 | )(c) | | 23,519 | |
| | | | | | 480 | (h) | | | |
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| Total liabilities | | | 226,495 | | | (6,429 | ) | | 220,066 | |
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Stockholders' Equity: | | | | | | | | | | |
Preferred stock, 50,000,000 shares authorized: | | | | | | | | | | |
| Series B Preferred Stock, at $50.00 per share liquidation preference (88,500 shares issued and outstanding) | | | 4 | | | | | | 4 | |
Common Stock ($0.10 par value; 50,000 shares authorized; 1,100 shares issued and outstanding) | | | — | | | | | | — | |
Paid-in capital | | | 6,525 | | | | | | 6,525 | |
Retained earnings | | | 1,562 | | | 847 | (b) | | 2,409 | |
Accumulated other comprehensive loss | | | (61 | ) | | | | | (61 | ) |
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| Total stockholders' equity | | | 8,030 | | | 847 | | | 8,877 | |
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Total Liabilities and Stockholders' Equity | | $ | 234,525 | | $ | (5,582 | ) | $ | 228,943 | |
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See accompanying notes.
51
CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Nine Months Ended September 30, 2002
(In millions)
| | Historical
| | Pro Forma Adjustments
| | Pro Forma
| |
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Revenues: | | | | | | | | | | |
| Principal transactions-net | | $ | (73 | ) | $ | (46 | )(d) | $ | (119 | ) |
| Investment banking and advisory | | | 2,271 | | | (267 | )(d) | | 2,004 | |
| Commissions | | | 1,140 | | | (217 | )(d) | | 931 | |
| | | | | | 8 | (h) | | | |
| Interest and dividends, net of interest expense | | | 1,545 | | | (88 | )(d) | | 1,526 | |
| | | | | | 69 | (f) | | | |
| Other | | | 537 | | | (25 | )(d) | | 512 | |
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| Total net revenues | | | 5,420 | | | (566 | ) | | 4,854 | |
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Expenses: | | | | | | | | | | |
| Employee compensation and benefits | | | 2,825 | | | (291 | )(d) | | 2,534 | |
| Occupancy and equipment rental | | | 443 | | | (105 | )(d) | | 338 | |
| Brokerage, clearing and exchange fees | | | 221 | | | (31 | )(d) | | 198 | |
| | | | | | 8 | (h) | | | |
| Communications | | | 180 | | | (38 | )(d) | | 142 | |
| Professional fees | | | 161 | | | (24 | )(d) | | 137 | |
| Merger-related costs | | | 260 | | | | | | 260 | |
| Other operating expenses | | | 298 | | | (54 | )(d) | | 244 | |
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| Total expenses | | | 4,388 | | | (535 | ) | | 3,853 | |
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Income (loss) from continuing operations before provision (benefit) for income taxes, extraordinary items and cumulative effect of a change in accounting principle | | | 1,032 | | | (31 | ) | | 1,001 | |
Income tax provision (benefit) | | | 361 | | | (35 | )(d) | | 350 | |
| | | | | | 24 | (f) | | | |
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Income (loss) from continuing operations before extraordinary items and cumulative effect of a change in accounting principle | | $ | 671 | | $ | (20 | ) | $ | 651 | |
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See accompanying notes.
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CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Fiscal Year Ended December 31, 2001
(In millions)
| | Historical
| | Pro Forma Adjustments
| | Pro Forma
| |
---|
Revenues: | | | | | | | | | | |
| Principal transactions-net | | $ | 1,255 | | $ | (81 | )(d) | $ | 1,174 | |
| Investment banking and advisory | | | 3,367 | | | (392 | )(d) | | 2,975 | |
Commissions | | | 1,479 | | | (325 | )(d) | | 1,164 | |
| | | | | | 10 | (h) | | | |
| Interest and dividends, net of interest expense | | | 1,224 | | | (211 | )(d) | | 1,175 | |
| | | | | | 162 | (f) | | | |
| Other | | | 223 | | | (18 | )(d) | | 205 | |
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| Total net revenues | | | 7,548 | | | (855 | ) | | 6,693 | |
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Expenses: | | | | | | | | | | |
| Employee compensation and benefits | | | 4,746 | | | (433 | )(d) | | 4,313 | |
| Occupancy and equipment rental | | | 700 | | | (167 | )(d) | | 533 | |
Brokerage, clearing and exchange fees | | | 325 | | | (43 | )(d) | | 292 | |
| | | | | | 10 | (h) | | | |
| Communications | | | 315 | | | (57 | )(d) | | 258 | |
| Professional fees | | | 410 | | | (64 | )(d) | | 346 | |
| Merger-related costs | | | 476 | | | | | | 476 | |
| Other operating expenses | | | 791 | | | (123 | )(d) | | 668 | |
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| Total expenses | | | 7,763 | | | (877 | ) | | 6,886 | |
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Income (loss) from continuing operations before provision (benefit) for income taxes, extraordinary items and cumulative effect of a change in accounting principle | | | (215 | ) | | 22 | | | (193 | ) |
Income tax provision (benefit) | | | (70 | ) | | (49 | )(d) | | (62 | ) |
| | | | | | 57 | (f) | | | |
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Income (loss) from continuing operations before extraordinary items and cumulative effect of a change in accounting principle | | $ | (145 | ) | $ | 14 | | $ | (131 | ) |
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See accompanying notes.
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CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition
and Unaudited Pro Forma Condensed Consolidated Statements of Operations
Credit Suisse First Boston, the business unit of which Credit Suisse First Boston (USA), Inc. and subsidiaries (the "Company") is a part, has entered into a definitive agreement (the "Agreement") to sell the Pershing unit, a global leader in financial services outsourcing solutions and investment-related products ("Pershing"), to The Bank of New York Company, Inc. for $2 billion in cash, the repayment of a $480 million subordinated loan and a contingent payment of up to $50 million based on future performance. The transaction is expected to close in the first half of the year, subject to regulatory approvals and other conditions.
The unaudited pro forma condensed consolidated statement of financial condition of the Company as of September 30, 2002 presents the consolidated financial condition of the Company as though the disposition of Pershing had occurred on September 30, 2002. The unaudited pro forma condensed consolidated statement of operations of the Company for the nine months ended September 30, 2002 presents the results of operations of the Company as though the disposition of Pershing had occurred on January 1, 2002. The unaudited pro forma condensed consolidated statement of operations of the Company for the fiscal year ended December 31, 2001 presents the results of operations of the Company as though the disposition of Pershing had occurred on January 1, 2001. The following unaudited pro forma adjustments are based on available information and on assumptions which management believes are reasonable. The unaudited pro forma financial information is presented for illustrative purposes only and does not purport to represent what the Company's financial condition and results of operations actually would have been had the disposition of Pershing been completed on the dates indicated or to project the Company's financial position or results of operations for any future date or period. The unaudited pro forma financial information does not give effect to any events or adjustments other than those described in the notes.
- a)
- Reflects the receipt of $2 billion in cash, together with the repayment of a $480 million subordinated loan from The Bank of New York Company, Inc. pursuant to the Agreement but not the contingent payment of up to $50 million based on future performance.
- b)
- Reflects the estimated gain on the sale of Pershing of $1,400 million, less estimated selling expenses of $51 million and estimated income tax expense of $502 million.
- c)
- Reflects the disposition of the assets and liabilities of Pershing.
- d)
- Eliminates the results of operations of Pershing for the period. The related estimated income tax expense was calculated using the statutory rate of 35%.
- e)
- Reflects payment of $900 million by Pershing to the Company to settle an intercompany balance through the termination of a $900 million securities borrowing transaction between Pershing and the Company, assuming such balance was calculated as of September 30, 2002.
- f)
- Reflects the estimated reduction in the Company's interest expense and the related income tax effect at the statutory rate of 35% for the period resulting from the utilization of available cash proceeds of $2,480 million, $900 million, and $545 million during the period as discussed in notes (a), (e) and (g), respectively.
- g)
- Reflects payment of $545 million by The Bank of New York Company, Inc. pursuant to the Agreement, representing the amount by which assets exceed liabilities and the agreed $600 million of stockholders' equity. This amount can fluctuate depending on the level of business activity.
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- h)
- Intercompany balances between the Company and Pershing were eliminated in the preparation of the historical consolidated financial statements. These intercompany balances were established as third party balances in the unaudited pro forma condensed consolidated statement of financial condition and the unaudited pro forma condensed consolidated statements of operations. The Pershing balances were then identified and disposed of as discussed in the notes. As a result, the unaudited pro forma balances may be different than the historical consolidated balances.
No pro forma adjustments have been made to the unaudited pro forma condensed consolidated financial statements to reflect securities clearing, execution and related service arrangements that will be entered into in connection with the disposition. These arrangements are on terms that are substantially similar to the current arrangements between the Company and Pershing and would therefore not have a material impact on the unaudited pro forma condensed consolidated statement of operations of the Company for the nine months ended September 30, 2002 or the unaudited pro forma condensed consolidated statement of operations of the Company for the fiscal year ended December 31, 2001.
The deferred tax impact of our pro forma adjustments was not material and therefore no pro forma adjustments were made to the unaudited pro forma condensed consolidated statement of financial condition.
The unaudited pro forma condensed consolidated statements of operations do not include the estimated pre-tax gain of $1,400 million, estimated selling expenses of $51 million and estimated income taxes of $502 million from the disposition as the disposition is a material nonrecurring event. The gain is expected to be reflected in the consolidated statement of operations of the Company for the fiscal year ended December 31, 2003.
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CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Consolidated Statement of Operations Nine Months Ended September 30, 2002 (In millions)CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Consolidated Statement of Operations Fiscal Year Ended December 31, 2001 (In millions)CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES Notes to Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition and Unaudited Pro Forma Condensed Consolidated Statements of Operations