<Page>
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-71850
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED OCTOBER 25, 2001
$2,000,000,000
Credit Suisse First Boston (USA), Inc.
6 1/2% Notes due January 15, 2012
---------
We will pay interest on the notes each January 15 and July 15. The first
interest payment will be made on July 15, 2002.
We may redeem the notes at our option at any time at the redemption price
described in this prospectus supplement. In addition, we may redeem the notes
upon the occurrence of certain tax events at their principal amount plus accrued
interest. There is no sinking fund for the notes.
We have applied to list the notes on the Luxembourg Stock Exchange in
accordance with the rules of the Luxembourg Stock Exchange.
<Table>
<Caption>
Underwriting
Price to Discounts and Proceeds to the
Public (1) Commissions Company (1)
-------------- ------------- ---------------
Per Note............................................. 99.491% .45% 99.041%
Total................................................ $1,989,820,000 $9,000,000 $1,980,820,000
</Table>
(1) Plus accrued interest, if any, from January 11, 2002.
Delivery of the notes in book-entry form only will be made through The
Depository Trust Company on or about January 11, 2002. You may elect to hold
interests in the notes through Clearstream, Luxembourg and Euroclear.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus to which it relates is truthful or
complete. Any representation to the contrary is a criminal offense.
Credit Suisse First Boston
Banc of America Securities LLC BNP PARIBAS
Comerica Securities Fleet Securities, Inc.
McDonald Investments Inc. Mellon Financial Markets, LLC
A KeyCorp Company
Prudential Securities Salomon Smith Barney
Trilon International Inc. UBS Warburg
U.S. Bancorp Piper Jaffray Wachovia Securities
Wells Fargo Brokerage Services, LLC
The date of this prospectus supplement is January 8, 2002.
<Page>
--------------
TABLE OF CONTENTS
<Table>
PROSPECTUS SUPPLEMENT
Page
----
CREDIT SUISSE FIRST
BOSTON (USA), INC..................... S-3
RATIO OF EARNINGS
TO FIXED CHARGES...................... S-3
SELECTED HISTORICAL FINANCIAL
INFORMATION........................... S-4
USE OF PROCEEDS......................... S-4
CAPITALIZATION.......................... S-5
DESCRIPTION OF NOTES.................... S-6
CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS........................ S-13
PROPOSED EUROPEAN UNION DIRECTIVE ON
TAXATION OF CERTAIN INTEREST
PAYMENTS.............................. S-14
UNDERWRITING............................ S-15
NOTICE TO CANADIAN RESIDENTS............ S-19
ERISA................................... S-20
INCORPORATION BY REFERENCE.............. S-20
GENERAL INFORMATION..................... S-21
PROSPECTUS
Page
----
ABOUT THIS PROSPECTUS................... 2
WHERE YOU CAN FIND MORE INFORMATION..... 2
FORWARD-LOOKING STATEMENTS.............. 3
USE OF PROCEEDS......................... 3
RATIO OF EARNINGS
TO FIXED CHARGES...................... 3
CREDIT SUISSE FIRST
BOSTON (USA), INC..................... 4
DESCRIPTION OF DEBT SECURITIES.......... 5
DESCRIPTION OF WARRANTS................. 12
ERISA................................... 14
PLAN OF DISTRIBUTION.................... 15
LEGAL MATTERS........................... 16
EXPERTS................................. 16
</Table>
--------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
We are offering the notes globally for sale in those jurisdictions in the
United States, Europe, Asia and elsewhere where it is lawful to make such
offers. The distribution of this prospectus supplement and the accompanying
prospectus and the offering of the notes in some jurisdictions may be restricted
by law. If you possess this prospectus supplement and the accompanying
prospectus, you should find out about and observe these restrictions. This
prospectus supplement and the accompanying prospectus are not an offer to sell
these securities and are not soliciting an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted or where the person making
the offer or sale is not qualified to do so or to any person to whom it is not
permitted to make such offer or sale. We refer you to "Underwriting" beginning
on page S-15 of this prospectus supplement.
This prospectus supplement and the accompanying prospectus include
information provided in order to comply with the rules governing the listing of
securities on the Luxembourg Stock Exchange. We believe that this prospectus
supplement contains all information with respect to us that is material in the
context of the issuance and offer of the notes and that the information is true
and accurate and is not misleading in any material respect. The opinions and
intentions expressed in this prospectus supplement and the accompanying
prospectus are honestly held, are based on reasonable assumptions and have been
reached after considering all relevant circumstances. There are no other facts,
the omission of which would make any part of this prospectus supplement or the
accompanying prospectus misleading in any material respect, and all reasonable
inquiries have been made to verify the accuracy of the information contained
herein. We accept responsibility for the information contained in this
S-2
<Page>
prospectus supplement and the accompanying prospectus. The Luxembourg Stock
Exchange takes no responsibility for the contents of this document, makes no
representation as to its accuracy or completeness and expressly disclaims any
liability whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this prospectus supplement and the
accompanying prospectus.
Inquiries regarding our listing status on the Luxembourg Stock Exchange
should be directed to our Luxembourg listing agent, Kredietbank S.A.
Luxembourgeoise, currently located at 43 Boulevard Royal, L-2955 Luxembourg.
In this prospectus supplement and accompanying prospectus, unless otherwise
specified or the context otherwise requires, references to "we", "us" and "our"
are to Credit Suisse First Boston (USA), Inc. and its consolidated subsidiaries,
and references to "dollars" and "$" are to United States dollars.
CREDIT SUISSE FIRST BOSTON (USA), INC.
We are an integrated investment bank that serves institutional, corporate,
government and individual clients. We are the product of a business combination.
On November 3, 2000, Credit Suisse Group acquired Donaldson, Lufkin &
Jenrette, Inc., or DLJ. Credit Suisse Group is a global financial services
company, providing a comprehensive range of insurance, banking and investment
banking products in Switzerland and abroad. Credit Suisse First Boston
Corporation, or CSFB Corp., Credit Suisse Group's principal U.S. registered
broker-dealer subsidiary, became a subsidiary of DLJ, and DLJ changed its name
to Credit Suisse First Boston (USA), Inc. We are now part of the Credit Suisse
First Boston business unit, which we call CSFB, of Credit Suisse First Boston, a
Swiss bank wholly owned by Credit Suisse Group. CSFB is a global investment
banking firm, providing financial advisory and capital-raising services, sales
and trading, financial products and asset management activities for users and
suppliers of capital around the world.
For further information about our company, we refer you to the accompanying
prospectus and the documents referred to under "Incorporation by Reference" on
page S-20 of this prospectus supplement and "Where You Can Find More
Information" on page 2 of the accompanying prospectus.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the periods indicated.
<Table>
<Caption>
NINE MONTHS ENDED YEARS ENDED DECEMBER 31,
SEPTEMBER 30, ----------------------------------------------------
2001 2000 1999 1998 1997 1996
----------------- -------- -------- -------- -------- --------
Ratio of earnings to fixed charges(1)(2)(3)... 0.99 0.82 1.19 1.13 1.16 1.16
</Table>
- ------------------------
(1) For the purpose of calculating the ratio of earnings to fixed charges,
(a) earnings consist of income before the provision for income taxes and
fixed charges and (b) fixed charges consist of interest expenses and
one-third of rental expense which is deemed representative of an interest
factor.
(2) For the year ended December 31, 2000, the dollar deficiency of the ratio of
earnings to fixed charges was $1,522,164.
(3) For the nine months ended September 30, 2001, the dollar deficiency of the
ratio of earnings to fixed charges was $48,524.
S-3
<Page>
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
We are providing or incorporating by reference in this prospectus supplement
selected historical financial information of Credit Suisse First Boston
(USA), Inc. We derived this information from the consolidated financial
statements of Credit Suisse First Boston (USA), Inc. for each of the periods
presented. The information is only a summary and should be read together with
the detailed information and financial statements included in the documents
referred to under "Incorporation by Reference" on page S-20 of this prospectus
supplement and "Where You Can Find More Information" on page 2 of the
accompanying prospectus.
<Table>
<Caption>
AS OF AND FOR THE NINE
MONTHS ENDED
SEPTEMBER 30,
(UNAUDITED) AS OF AND FOR THE YEAR ENDED DECEMBER 31,
----------------------- -----------------------------------------------------------
2001 2000 2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- --------- --------- ---------
(IN MILLIONS)
SELECTED STATEMENT OF
OPERATIONS DATA(1):
Total net revenues..... $ 5,971.2 $ 4,752.2 $ 6,069.6 $ 5,556.1 $ 3,951.1 $ 3,487.3 $ 2,767.8
Total expenses......... 6,019.7 4,031.5 7,591.8 4,602.6 3,350.6 2,826.2 2,294.0
Income (loss) before
provision for income
taxes and
extraordinary
items................ (48.5) 725.7 (1,522.2) 953.5 600.5 661.1 473.8
Net income (loss)...... (25.7) 457.2 (1,075.8) 600.7 370.8 408.3 291.3
SELECTED STATEMENT OF
FINANCIAL CONDITION
DATA(1):
Total assets........... $219,150.5 $103,750.7 $212,219.3 $109,012.1 $72,225.7 $70,449.3 $55,447.2
Long-term borrowings... 11,510.6 7,748.2 11,257.5 5,309.1 3,482.0 2,128.2 1,325.4
Redeemable trust
securities(2)........ -- 200.0 200.0 200.0 200.0 200.0 200.0
Stockholders' equity... 7,180.6 4,918.4 6,506.0 3,907.2 2,927.7 2,061.5 1,647.2
</Table>
- ------------------------
(1) The statement of operations data and statement of financial condition data
as of and for the year ended December 31, 1999, 1998, 1997 and 1996 and as
of and for the nine months ended September 30, 2000 represent the data of
DLJ. The statement of operations data for the year ended December 31, 2000
represent the results of operations of only DLJ for the period from
January 1, 2000 to November 2, 2000 and the results of operations of both
DLJ and CSFB Corp. for the period from November 3, 2000 to December 31,
2000. The statement of financial condition data as of December 31, 2000 and
the statement of operations data and statement of financial condition data
as of and for the nine months ended September 30, 2001 represent the data of
both DLJ and CSFB Corp. Because of the inclusion of CSFB Corp. data from
November 3, 2000 through December 31, 2000 and for the nine months ended
September 30, 2001, our financial statements that include such periods may
not be fully comparable with prior periods.
(2) The securities were redeemed at our option in whole pursuant to the terms
thereof on August 31, 2001.
USE OF PROCEEDS
The net proceeds from this offering will be $1,980,250,000, after deducting
the underwriters' discount and certain offering expenses. We intend to use the
net proceeds for our general corporate purposes, which may include the
rationalization of our debt capital structure. We refer you to "Capitalization".
S-4
<Page>
CAPITALIZATION
The table below shows our consolidated capitalization as of September 30,
2001. The "As Adjusted" column reflects the issuance of the notes in this
offering. Except as disclosed in this prospectus supplement, there has been no
material change in our capitalization since September 30, 2001. You should read
this table along with our consolidated financial statements, which are included
in the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus.
<Table>
<Caption>
AS OF SEPTEMBER 30, 2001
(UNAUDITED)
-------------------------
ACTUAL AS ADJUSTED
----------- -----------
(IN MILLIONS)
Debt:
Commercial paper and short-term borrowings (1).............. $11,792.6 $11,792.6
========= =========
Long-term borrowings (2).................................... 8,917.7 10,917.7
--------- ---------
Total long-term debt.................................. 8,917.7 10,917.7
--------- ---------
Stockholders' Equity:
Preferred stock, 50,000,000 shares authorized:
Series A Preferred Stock, at $50.00 per share
liquidation preference (4,000,000 shares issued and
outstanding) (3).................................... 200.0 200.0
Series B Preferred Stock, at $50.00 per share
liquidation preference (3,500,000 shares issued and
outstanding) (4).................................... 175.0 175.0
Common Stock, 1,500,000,000 shares authorized:
CSFB (USA) Common Stock ($0.10 par value; 500,000,000
shares authorized; 1,000 shares issued and
outstanding) (5).................................... -- --
Paid-in capital......................................... 5,792.2 5,792.2
Retained earnings....................................... 1,022.8 1,022.8
Accumulated other comprehensive income (loss)........... (9.4) (9.4)
--------- ---------
Total stockholders' equity............................ 7,180.6 7,180.6
--------- ---------
Total capitalization................................ $16,098.3 $18,098.3
========= =========
</Table>
- --------------------------
(1) Includes current portion of long-term borrowings of $2.6 billion.
(2) Does not include the issuance of $4.6 billion of our long-term debt from
October 1, 2001.
(3) On December 31, 2001, we redeemed the Series A preferred stock in accordance
with its terms.
(4) The current dividend rate on the Series B preferred stock is 5.30% per
annum. The Series B preferred stock is redeemable at our option, in whole or
in part, on or after January 15, 2003. On October 30, 2001, we commenced a
cash tender offer to acquire any and all of the 3,500,000 outstanding shares
of our Series B preferred stock, for a price of $52.20 per share. On
November 29, 2001, we closed the tender offer and acquired approximately
3,410,000 shares of our Series B preferred stock.
(5) Pursuant to our Amended and Restated Certificate of Incorporation dated
November 5, 2001, there are 50,000 shares of our common stock authorized.
Following the acquisition of the CSFBDIRECT common stock owned by the
public, there are 1,100 shares of our common stock issued and outstanding.
All of such shares are owned by CSFBI.
S-5
<Page>
DESCRIPTION OF NOTES
This description of the terms of the notes adds information to the
description of the general terms and provisions of debt securities in the
accompanying prospectus. If this description differs in any way from the
description in the accompanying prospectus, you should rely on this description.
GENERAL
We will issue the notes under an indenture, dated as of June 1, 2001,
between us and JPMorgan Chase Bank, as trustee, which is more fully described in
the accompanying prospectus under "Description of Debt Securities" beginning on
page 5 of the accompanying prospectus.
We may, without consent of the holders, increase the principal amount of the
notes in the future, on the same terms and conditions and with the same CUSIP
number as the notes being offered hereby, as more fully described in "--Further
Issues" below.
The notes will be our unsecured obligations and will rank prior to all of
our subordinated indebtedness and on an equal basis with all of our other senior
unsecured indebtedness.
We may redeem the notes at our option at any time at the redemption price,
as more fully described in "--Optional Redemption" below. In addition, we may
redeem the notes upon the occurrence of certain tax events at their principal
amount plus accrued interest, as more fully described in "--Tax Redemption"
below. There is no sinking fund for the notes. If not redeemed earlier, the
notes are due and payable at their principal amount on January 15, 2012.
Application has been made to list the notes on the Luxembourg Stock
Exchange.
INTEREST
The notes will bear interest at the rate of 6 1/2% per annum and will mature
on January 15, 2012. Interest on the notes will begin to accrue on January 11,
2002. We will pay interest on the notes on January 15 and July 15, of each year,
beginning July 15, 2002, to the persons who are registered as the owners of the
notes at the close of business on the preceding January 1 and July 1, except
that interest payable at maturity will be paid to the same persons to whom
principal of the notes is payable. Interest on the notes will be paid on the
basis of a 360-day year comprised of twelve 30-day months. If any day on which a
payment is due is not a business day (which we define below), then the holder of
the note will not be entitled to payment of the amount due until the next
business day and will not be entitled to any additional principal, interest or
other payment as a result of such delay except as otherwise provided under
"--Payment of Additional Amounts" beginning on page S-8 of this prospectus
supplement. "Business day" with respect to any place of payment means any day
which is not a Saturday, Sunday or any other day on which banking institutions
in such place of payment are authorized or obligated by law or regulation to
close.
OPTIONAL REDEMPTION
We may redeem the notes at our option at any time, in whole or in part, on
giving not less than 30 nor more than 60 days' prior notice, prior to their
maturity at a redemption price equal to the greater of:
- 100% of the principal amount of the notes to be redeemed; and
- the sum of the present value as of the redemption date of the remaining
scheduled payments of principal and interest on the notes to be redeemed
(not including any interest accrued to the date of redemption), discounted
to the redemption date, on a semi-annual basis, at the "reinvestment rate"
described below (determined on the third business day preceding the date
notice of redemption is given);
S-6
<Page>
plus, in either of the above cases, accrued and unpaid interest on the notes to
be redeemed to, but not including, the redemption date.
The term "reinvestment rate" means 30 basis points plus the yield, under the
heading which represents the average for the immediately preceding week
appearing in the most recently published statistical release designated
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication which is published by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption "Treasury Constant
Maturities," which we refer to as the Statistical Release, for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity
of the notes to be redeemed, as of the payment date of the principal being
redeemed. If no maturity exactly corresponds to the maturity, yields for the two
published maturities most closely corresponding to the maturity would be
calculated and the reinvestment rate would be interpolated or extrapolated on a
straight-line basis, rounding to the nearest month. The most recent Statistical
Release published prior to the date of determination of the redemption price
will be used for purposes of calculating the reinvestment rate.
The redemption price will be calculated by an independent investment banking
institution of national standing appointed by us.
If the reinvestment rate is not available as described above, the
reinvestment rate will be calculated by interpolation or extrapolation of
comparable rates selected by the independent investment banking institution.
In the case of any partial redemption of notes, selection of the notes for
redemption will be made by the trustee in compliance with the requirements of
the Luxembourg Stock Exchange or, if such notes are not then listed on the
Luxembourg Stock Exchange, by lot or by such other method as the trustee in its
sole discretion deems to be fair and appropriate.
Unless we default in payment of the redemption price, on or after the
redemption date, interest will cease to accrue on the notes or portions of the
notes called for redemption.
TAX REDEMPTION
We may also redeem the notes at our option at any time, in whole but not in
part, on giving not less than 30 nor more than 60 days' notice, at the principal
amount of such notes, together with accrued interest to the date of redemption,
if we have or will become obligated to pay additional interest on the notes as
described under "--Payment of Additional Amounts" below as a result of any
change in, or amendment to, the laws (or any regulations or rulings promulgated
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, or any change in the application or official
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after January 8, 2002, and such obligation cannot be
avoided by our taking reasonable measures available to us, provided that no such
notice of redemption will be given earlier than 90 days prior to the earliest
date on which we would be obliged to pay such additional interest were a payment
in respect of the notes then due. Prior to the publication of any notice of
redemption pursuant to this paragraph, we will deliver to the trustee a
certificate stating that we are entitled to effect such redemption and setting
forth a statement of facts showing that the conditions precedent to our right to
redeem have occurred, and an opinion of independent counsel of recognized
standing to the effect that we have or will become obligated to pay such
additional interest as a result of such change or amendment.
S-7
<Page>
PAYMENT OF ADDITIONAL AMOUNTS
We will, subject to the exceptions and limitations set forth below, pay
additional amounts to the holder of a note that is a non-U.S. holder (which we
define under the heading "--Certain United States Federal Income Tax
Considerations" beginning on page S-13 of this prospectus supplement) as may be
necessary so that every net payment on such note, after deduction or withholding
for or on account of any present or future tax, assessment or other governmental
charge imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be less
than the amount provided in such note to be then due and payable. However, we
will not be required to make any such payment of additional amounts for or on
account of:
- any tax, assessment or other governmental charge that would not have been
imposed but for (a) the existence of any present or former connection
between such holder and the United States, including, without limitation,
such holder being or having been a citizen or resident thereof or being or
having been engaged in trade or business or present therein or having or
having had a permanent establishment therein or (b) such holder's past or
present status as a personal holding company, foreign personal holding
company or private foundation or other tax-exempt organization with
respect to the United States or as a corporation that accumulates earnings
to avoid U.S. federal income tax;
- any estate, inheritance, gift, sales, transfer or personal property tax or
any similar tax, assessment or other governmental charge;
- any tax, assessment or other governmental charge that would not have been
imposed but for the presentation by the holder of a note for payment more
than 15 days after the date on which such payment became due and payable
or on which payment thereof was duly provided for, whichever occurs later;
- any tax, assessment or other governmental charge that is payable otherwise
than by deduction or withholding from a payment on a note;
- any tax, assessment or other governmental charge required to be deducted
or withheld by any paying agent from a payment on a note, if such payment
can be made without such deduction or withholding by any other paying
agent;
- any tax, assessment or other governmental charge that would not have been
imposed but for a failure to comply with any applicable certification,
documentation, information or other reporting requirement concerning the
nationality, residence, identity or connection with the United States of
the holder or beneficial owner of a note if, without regard to any tax
treaty, such compliance is required by statute or regulation of the United
States as a precondition to relief or exemption from such tax, assessment
or other governmental charge; or
- any tax, assessment or other governmental charge imposed on a holder of a
note that actually or constructively owns 10 percent or more of the
combined voting power of all classes of our stock or that is a controlled
foreign corporation related to us through stock ownership;
nor will such additional amounts be paid with respect to a payment on a note to
a holder that is a fiduciary or partnership or other than the sole beneficial
owner of such payment to the extent a beneficiary or settlor with respect to
such fiduciary or a member of such partnership or a beneficial owner would not
have been entitled to the additional amounts had such beneficiary, settlor,
member or beneficial owner been the holder of such note.
BOOK-ENTRY, DELIVERY AND FORM
We will issue the notes in the form of one or more fully registered global
securities, or the global notes, in denominations of $1,000 or integral
multiples of $1,000. We will deposit the notes with, or on
S-8
<Page>
behalf of, The Depository Trust Company, New York, New York, or DTC, as the
depositary, and will register the notes in the name of Cede & Co., DTC's
nominee. Your beneficial interests in the global notes will be represented
through book-entry accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in DTC. You may elect to
hold interests in the global notes through either DTC (in the United States) or
Clearstream Banking, societe anonyme, which we refer to as Clearstream,
Luxembourg, or Euroclear Bank, S.A./N.V., or its successor, as operator of the
Euroclear System, which we refer to as Euroclear (outside of the United States),
if you are participants of such systems, or indirectly through organizations
which are participants in such systems. Clearstream, Luxembourg and Euroclear
will hold interests on behalf of their participants through customers'
securities accounts in Clearstream, Luxembourg's and Euroclear's names on the
books of their respective depositaries, which in turn will hold such interests
in customers' securities accounts in the names of their respective depositaries,
which we refer to as the U.S. depositaries, on the books of DTC. Except as set
forth below, the global notes may be transferred, in whole and not in part, only
to another nominee of DTC or to a successor of DTC or its nominee.
As long as the notes are represented by the global notes, we will pay
principal of and interest on the notes to or as directed by DTC as the
registered holder of the global notes. Payments to DTC will be in immediately
available funds by wire transfer. DTC, Clearstream, Luxembourg or Euroclear, as
applicable, will credit the relevant accounts of their participants on the
applicable date.
We have been advised by DTC, Clearstream, Luxembourg and Euroclear,
respectively, as follows:
- AS TO DTC: DTC has advised us that it is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within
the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to
the provisions of Section 17A of the U.S. Securities Exchange Act of 1934,
as amended, or the Exchange Act. DTC holds securities deposited with it by
its participants and facilitates the settlement of transactions among its
participants in such securities through electronic computerized book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC's participants include
securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations, some of whom (and/or their
representatives) own DTC. Access to DTC's book-entry system is also
available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
According to DTC, the foregoing information with respect to DTC has been
provided to the financial community for informational purposes only and is
not intended to serve as a representation, warranty or contract
modification of any kind.
- AS TO CLEARSTREAM, LUXEMBOURG: Clearstream, Luxembourg has advised us that
it was incorporated as a limited liability company under Luxembourg law.
Clearstream, Luxembourg is owned by Cedel International, societe anonyme,
and Deutsche Borse AG. The shareholders of these two entities are banks,
securities dealers and financial institutions.
Clearstream, Luxembourg holds securities for its customers and facilitates
the clearance and settlement of securities transactions between
Clearstream, Luxembourg customers through electronic book-entry changes in
accounts of Clearstream, Luxembourg customers, thus eliminating the need
for physical movement of certificates. Transactions may be settled by
Clearstream, Luxembourg in many currencies, including United States
dollars. Clearstream, Luxembourg provides to its customers, among other
things, services for safekeeping, administration, clearance and settlement
of internationally traded securities, securities lending and borrowing.
Clearstream, Luxembourg also deals with domestic securities markets in
over 30 countries through established depository and custodial
relationships. Clearstream, Luxembourg
S-9
<Page>
interfaces with domestic markets in a number of countries. Clearstream,
Luxembourg has established an electronic bridge with Euroclear Bank
S.A./N.V., the operator of Euroclear, or the Euroclear operator, to
facilitate settlement of trades between Clearstream, Luxembourg and
Euroclear.
As a registered bank in Luxembourg, Clearstream, Luxembourg is subject to
regulation by the Luxembourg Commission for the Supervision of the
Financial Sector. Clearstream, Luxembourg customers are recognized
financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies and clearing
corporations. In the United States, Clearstream, Luxembourg customers are
limited to securities brokers and dealers and banks, and may include the
underwriters for the notes. Other institutions that maintain a custodial
relationship with a Clearstream, Luxembourg customer may obtain indirect
access to Clearstream, Luxembourg. Clearstream, Luxembourg is an indirect
participant in DTC.
Distributions with respect to the notes held beneficially through
Clearstream, Luxembourg will be credited to cash accounts of Clearstream,
Luxembourg customers in accordance with its rules and procedures, to the
extent received by Clearstream, Luxembourg.
- AS TO EUROCLEAR: Euroclear has advised us that it was created in 1968 to
hold securities for participants of Euroclear and to clear and settle
transactions between Euroclear participants through simultaneous
electronic book-entry delivery against payment, thus eliminating the need
for physical movement of certificates and risk from lack of simultaneous
transfers of securities and cash. Transactions may now be settled in many
currencies, including United States dollars and Japanese Yen. Euroclear
provides various other services, including securities lending and
borrowing and interfaces with domestic markets in several countries
generally similar to the arrangements for cross-market transfers with DTC
described below.
Euroclear is operated by the Euroclear operator, under contract with
Euroclear plc, a U.K. corporation. The Euroclear operator conducts all
operations, and all Euroclear securities clearance accounts and Euroclear
cash accounts are accounts with the Euroclear operator, not Euroclear plc.
Euroclear plc establishes policy for Euroclear on behalf of Euroclear
participants. Euroclear participants include banks (including central
banks), securities brokers and dealers and other professional financial
intermediaries and may include the underwriters for the notes. Indirect
access to Euroclear is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear participant, either
directly or indirectly. Euroclear is an indirect participant in DTC.
The Euroclear operator is a Belgian bank. The Belgian Banking Commission
and the National Bank of Belgium regulate and examine the Euroclear
operator.
The Terms and Conditions Governing Use of Euroclear and the related
Operating Procedures of the Euroclear System, or the Euroclear Terms and
Conditions, and applicable Belgian law govern securities clearance
accounts and cash accounts with the Euroclear operator. Specifically,
these terms and conditions govern:
- transfers of securities and cash within Euroclear;
- withdrawal of securities and cash from Euroclear; and
- receipt of payments with respect to securities in Euroclear.
All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance
accounts. The Euroclear operator acts under the terms and conditions only
on behalf of Euroclear participants and has no record of or relationship
with persons holding securities through Euroclear participants.
S-10
<Page>
Distributions with respect to notes held beneficially through Euroclear
will be credited to the cash accounts of Euroclear participants in
accordance with the Euroclear Terms and Conditions, to the extent received
by the Euroclear operator.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
You will be required to make your initial payment for the notes in
immediately available funds. Secondary market trading between DTC participants
will occur in the ordinary way in accordance with DTC rules and will be settled
in immediately available funds using DTC's Same-Day Funds Settlement System.
Secondary market trading between Clearstream, Luxembourg customers and/or
Euroclear participants will occur in the ordinary way in accordance with the
applicable rules and operating procedures of Clearstream, Luxembourg and
Euroclear and will be settled using the procedures applicable to conventional
eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream,
Luxembourg customers or Euroclear participants, on the other, will be effected
in DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by the U.S. depositary; however, such cross-market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance
with its rules and procedures and within its established deadlines (based on
European time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to the U.S.
depositary to take action to effect final settlement on its behalf by delivering
or receiving notes in DTC, and making or receiving payment in accordance with
normal procedures for same-day funds settlement applicable to DTC. Clearstream,
Luxembourg customers and Euroclear participants may not deliver instructions
directly to their respective U.S. depositaries.
Because of time-zone differences, credits of notes received in Clearstream,
Luxembourg or Euroclear as a result of a transaction with a DTC participant will
be made during subsequent securities settlement processing and dated the
business day following the DTC settlement date. Such credits or any transactions
in such notes settled during such processing will be reported to the relevant
Clearstream, Luxembourg customers or Euroclear participants on such business
day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales
of notes by or through a Clearstream, Luxembourg customer or a Euroclear
participant to a DTC participant will be received with value on the DTC
settlement date but will be available in the relevant Clearstream, Luxembourg or
Euroclear cash account only as of the business day following settlement in DTC.
Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of notes among
participants of DTC, Clearstream, Luxembourg and Euroclear, they are under no
obligation to perform or continue to perform such procedures and such procedures
may be discontinued at any time.
DEFINITIVE NOTES
If any of the events described under the last paragraph of "Description of
Debt Securities--Book-Entry System" on page 7 of the accompanying prospectus
occurs, we will issue certificated form of definitive notes in an amount equal
to a holder's beneficial interest in the notes. Definitive notes will be issued
in denominations of $1,000 or integral multiples of $1,000, and will be
registered in the name of the person DTC specifies in a written instruction to
the registrar of the notes.
In the event definitive notes are issued:
- holders of definitive notes will be able to receive payments of principal
and interest on their notes at the office of our paying agent maintained
in the Borough of Manhattan and, if the
S-11
<Page>
notes are then listed on the Luxembourg Stock Exchange, at the office of
our paying agent in Luxembourg;
- holders of definitive notes will be able to transfer their notes, in whole
or in part, by surrendering the notes for registration of transfer at the
office of JPMorgan Chase Bank and, if the notes are then listed on the
Luxembourg Stock Exchange, at the office of our paying agent in
Luxembourg. We will not charge any fee for the registration or transfer or
exchange, except that we may require the payment of a sum sufficient to
cover any applicable tax or other governmental charge payable in
connection with the transfer; and
- any moneys we pay to our paying agents for the payment of principal and
interest on the notes which remains unclaimed at the second anniversary of
the date such payment was due will be returned to us, and thereafter
holders of definitive notes may look only to us, as general unsecured
creditors, for payment.
FURTHER ISSUES
We may from time to time, without notice to or the consent of the registered
holders of the notes, create and issue further notes ranking on an equal basis
with the notes being offered hereby in all respects (or in all respects except
for the payment of interest accruing prior to the issue date of such further
notes or except for the first payment of interest following the issue date of
such further notes). Such further notes will be consolidated and form a single
series with the notes being offered hereby and will have the same terms as to
status, redemption or otherwise as the notes being offered hereby.
NOTICES
Notices to holders of the notes will be made by first class mail, postage
prepaid, to the registered holders. So long as the notes are listed on the
Luxembourg Stock Exchange, notices will also be made by publication in an
authorized newspaper in Luxembourg, which is expected to be the LUXEMBOURG WORT.
Any notice will be deemed to have been given on the date of publication or, if
published more than once, on the date of the first publication.
GOVERNING LAW
The indenture and the notes will be governed by and construed in accordance
with the laws of the State of New York.
S-12
<Page>
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarizes certain U.S. federal income tax
considerations that may be relevant to you if you invest in the notes. This
summary deals only with holders that hold notes as capital assets. It does not
address considerations that may be relevant to you if you are an investor that
is subject to special tax rules, such as a bank, thrift, real estate investment
trust, regulated investment company, insurance company, dealer in securities or
currencies, trader in securities or commodities that elects mark to market
treatment, person that will hold notes as a hedge against currency risk or as a
position in a "straddle" or conversion transaction, tax-exempt organization or
person whose "functional currency" is not the U.S. dollar.
This summary is based on laws, regulations, rulings and decisions now in
effect, all of which may change. Any change could apply retroactively and could
affect the continued validity of this summary.
You should consult your tax adviser about the tax consequences of holding
notes, including the relevance to your particular situation of the
considerations discussed below, as well as the relevance to your particular
situation of state, local or other tax laws.
You are a U.S. holder if you are an individual who is a citizen or resident
of the United States, a U.S. domestic corporation, or any other person that is
subject to U.S. federal income tax on a net income basis in respect of an
investment in the notes. You are a non-U.S. holder if you are not a U.S. person
for U.S. federal income tax purposes.
U.S. HOLDER
PAYMENTS OR ACCRUALS OF INTEREST. Payments or accruals of interest on a
note will generally be taxable to you as ordinary interest income at the time
that you receive or accrue such amounts in accordance with your regular method
of tax accounting.
PURCHASE, SALE AND RETIREMENT OF NOTES. When you sell or exchange a note,
or if a note that you hold is retired, you generally will recognize gain or loss
equal to the difference between the amount you realize on the transaction (less
any accrued interest, which will be subject to tax in the manner described above
under "--Payments or Accruals of Interest") and your adjusted tax basis in the
note. Your adjusted tax basis in a note generally will equal the cost of the
note to you.
The gain or loss that you recognize on the sale, exchange or retirement of a
note generally will be capital gain or loss. The gain or loss on the sale,
exchange or retirement of a note will be long-term capital gain or loss if you
have held the note for more than one year on the date of disposition. Net
long-term capital gain recognized by an individual U.S. holder generally will be
subject to a maximum tax rate of 20%. The ability of U.S. holders to offset
capital losses against ordinary income is limited.
NON-U.S. HOLDER
Under present U.S. federal income tax law, and subject to the discussion
below concerning backup withholding, payments to you of principal and interest
on a note will not be subject to the 30% U.S. federal withholding tax, provided
that:
- you do not actually or constructively own 10% or more of the total
combined voting power of all classes of our stock entitled to vote and are
not a controlled foreign corporation related to us through stock
ownership; and
- you provide a statement signed under penalties of perjury that includes
your name and address and certify that you are a non-U.S. holder in
compliance with applicable requirements by completing a Form W-8BEN, or
otherwise satisfy documentary evidence requirements for establishing that
you are a non-U.S. holder.
You will not be subject to U.S. federal income tax on any gain realized on
the sale, exchange or retirement of the note unless the gain is effectively
connected with your trade or business in the United
S-13
<Page>
States or, if you are an individual, you are present in the United States for
183 days or more in the taxable year in which the sale, exchange or retirement
occurs and certain other conditions are met. If you are subject to U.S. federal
income taxation on a net basis in respect of the note, you will generally be
taxable under the same rules that govern the taxation of a U.S. holder.
INFORMATION REPORTING AND BACKUP WITHHOLDING
The paying agent must file information returns with the U.S. Internal
Revenue Service in connection with note payments made to certain U.S. holders.
If you are a U.S. holder, you generally will not be subject to U.S. backup
withholding tax on such payments if you provide your taxpayer identification
number to the paying agent. You may also be subject to information reporting and
backup withholding tax requirements with respect to the proceeds from a sale of
the notes.
If you are not a non-U.S. holder, you may have to comply with certification
procedures to establish that you are a non-U.S. holder in order to avoid
information reporting and backup withholding tax requirements.
Information reporting and backup withholding requirements will not apply to
any payment of the proceeds of the sale of a note effected outside the United
States by a foreign office of a foreign broker, provided that such broker:
- derives less than 50% of its gross income for a particular period from the
conduct of a trade or business in the United States;
- is not a controlled foreign corporation for U.S. federal income tax
purposes; and
- is not a foreign partnership that, at any time during its taxable year, is
50% or more, by income or capital interest, owned by U.S. holders or is
engaged in the conduct of a U.S. trade or business.
Payment of the proceeds of the sale of a note effected outside the United
States by a foreign office of any other broker will not be subject to backup
withholding tax, but will be subject to information reporting requirements
unless such broker has documentary evidence in its records that the beneficial
owner is a non-U.S. holder and certain other conditions are met, or the
beneficial owner otherwise establishes an exemption. Payment of the proceeds of
a sale of a note by the U.S. office of a broker will be subject to information
reporting requirements and backup withholding tax unless the beneficial owner
certifies its non-U.S. holder status under penalties of perjury or otherwise
establishes an exemption.
Any amounts withheld under the backup withholding rules may be allowed as a
credit against the holder's U.S. federal income tax liability and may entitle
the holder to a refund, provided that the required information is furnished to
the U.S. Internal Revenue Service.
PROPOSED EUROPEAN UNION DIRECTIVE
ON TAXATION OF CERTAIN INTEREST PAYMENTS
The European Union is currently considering proposals for a new directive
regarding the taxation of savings income. According to the most recently
available information, it is proposed that, subject to a number of important
conditions being met, member states will be required to provide to the tax
authorities of another member state details of payments of interest or other
similar income paid by a paying agent within its jurisdiction to an individual
resident in that other member state, subject to the right of certain individual
member states (including Luxembourg) to opt instead for a withholding system for
a transitional period in relation to such payments. The proposals are not yet
final, and they may be subject to further amendment and/or clarification.
You should consult your own tax advisers regarding the potential adoption
and application of the proposed directive or any similar directive.
S-14
<Page>
UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement dated January 8, 2002, we have agreed to sell to the underwriters
named below, for whom Credit Suisse First Boston Corporation is acting as
representative, the following respective principal amounts of the notes:
<Table>
<Caption>
Principal
Underwriter Amount
----------- ----------------
Credit Suisse First Boston Corporation...................... $1,805,000,000
Banc of America Securities LLC.............................. 15,000,000
BNP Paribas Securities Corp................................. 15,000,000
Comerica Securities, Inc.................................... 15,000,000
First Union Securities, Inc................................. 15,000,000
Fleet Securities, Inc....................................... 15,000,000
McDonald Investments Inc.................................... 15,000,000
Mellon Financial Markets, LLC............................... 15,000,000
Prudential Securities Incorporated.......................... 15,000,000
Salomon Smith Barney Inc.................................... 15,000,000
Trilon International Inc.................................... 15,000,000
UBS Warburg LLC............................................. 15,000,000
U.S. Bancorp Piper Jaffray Inc.............................. 15,000,000
Wells Fargo Brokerage Services, LLC......................... 15,000,000
--------------
Total................................................... $2,000,000,000
==============
</Table>
The underwriting agreement provides that the underwriters are obligated to
purchase all of the notes if any are purchased. The underwriting agreement also
provides that if an underwriter defaults, the purchase commitments of
non-defaulting underwriters may be increased or the offering of notes may be
terminated.
The underwriters propose to offer the notes initially at the public offering
price on the cover page of this prospectus supplement, and to selling group
members at that price less a selling concession of .300% of the principal amount
per note. The underwriters and selling group members may allow a discount of
.125% of the principal amount per note on sales to other broker/dealers. After
the initial public offering, the representative may change the public offering
price and concession and discount to broker/dealers.
We estimate that our out-of-pocket expenses for this offering will be
approximately $570,000.
The notes are a new issue of securities with no established trading market.
One or more of the underwriters intends to make a secondary market for the
notes. However, they are not obligated to do so and may discontinue making a
secondary market for the notes at any time without notice. No assurance can be
given as to the liquidity of the trading market for the notes.
Any of our broker-dealer subsidiaries or affiliates, including CSFB Corp.,
may use this prospectus supplement, together with the accompanying prospectus,
in connection with the offers and sales of notes related to market-making
transactions by and through our broker-dealer subsidiaries or affiliates,
including CSFB Corp., at negotiated prices related to prevailing market prices
at the time of sale or otherwise. Any of our broker-dealer subsidiaries or
affiliates, including CSFB Corp., may act as principal or agent in such
transactions. None of our broker-dealer subsidiaries or affiliates has any
obligation to make a market in the notes and may discontinue any market-making
activities at any time without notice, at its sole discretion.
S-15
<Page>
CSFB Corp., one of the underwriters, is our affiliate. The offering
therefore is being conducted in accordance with the applicable provisions of
Section 2720 of the National Association of Securities Dealers, Inc. Conduct
Rules.
In the ordinary course of business, certain of the underwriters and their
affiliates have provided financial advisory, investment banking and general
financing and banking services for us and our affiliates for customary fees.
Wachovia Corporation conducts its investment banking, institutional and
capital markets businesses through its various bank, broker-dealer and nonbank
subsidiaries (including First Union Securities, Inc.) under the trade name of
Wachovia Securities. Any references to Wachovia Securities in this prospectus
supplement, however, do not include Wachovia Securities, Inc., member NASD/SIPC
and a separate broker-dealer subsidiary of Wachovia Corporation and sister
affiliate of First Union Securities, Inc., which may or may not be participating
as a selling dealer in the distribution of the notes.
We have agreed to indemnify the underwriters against liabilities under the
U.S. Securities Act of 1933, as amended, or contribute to payments, which the
underwriters may be required to make in that respect.
In connection with the offering, the underwriters may engage in stabilizing
transactions, over-allotment transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act.
- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
- Over-allotment involves sales by the underwriters of notes in excess of
the principal amount of notes the underwriters are obligated to purchase,
which creates a syndicate short position. The underwriters will close out
any short position by purchasing notes in the open market.
- Syndicate covering transactions involve purchases of notes in the open
market after the distribution has been completed in order to cover
syndicate short positions. A short position is likely to be created if the
underwriters are concerned that there may be downward pressure on the
price of the notes in the open market after pricing that could adversely
affect investors who purchase in the offering.
- Penalty bids permit the representative to reclaim a selling concession
from a syndicate member when the notes originally sold by such syndicate
member are purchased in a stabilizing transaction or a syndicate covering
transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids
may have the effect of raising or maintaining the market price of the notes or
preventing or retarding a decline in the market price of the notes. As a result,
the price of the notes may be higher than the price that might otherwise exist
in the open market. These transactions may be effected on the Luxembourg Stock
Exchange and, if commenced, may be discontinued at any time.
The notes are offered for sale in those jurisdictions in the United States,
Europe, Asia and elsewhere where it is lawful to make such offers.
Each of the underwriters has represented and agreed that it has not offered,
sold or delivered and will not offer, sell or deliver any of the notes directly
or indirectly, or distribute this prospectus supplement or the accompanying
prospectus or any other offering material relating to the notes, in or from any
jurisdiction except under circumstances that will result in compliance with the
applicable laws and regulations thereof and that will not impose any obligations
on us except as set forth in the underwriting agreement.
S-16
<Page>
In particular, each underwriter has represented and agreed that:
- it has not offered or sold, and, prior to the expiration of the period of
six months from the closing date for the issue of the notes, will not
offer or sell any notes to persons in the United Kingdom, except to those
persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purpose of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations
1995;
- it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 and all applicable provisions of the Financial
Services and Markets Act 2000 (the "FSMA") with respect to anything done
by it in relation to the notes in, from or otherwise involving the United
Kingdom;
- it will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of the
FSMA) received by it in connection with the issue or sale of the notes in
circumstances in which Section 21(1) of the FSMA does not apply to us;
- it will not offer or sell any notes directly or indirectly in Japan or to,
or for the benefit of any Japanese person or to others, for re-offering or
re-sale directly or indirectly in Japan or to any Japanese person, except
in each case pursuant to an exemption from the registration requirements
of, and otherwise in compliance with, the Securities and Exchange Law of
Japan and any other applicable laws and regulations of Japan. For purposes
of this paragraph, "Japanese person" means any person resident in Japan,
including any corporation or other entity organized under the laws of
Japan;
- it and each of its affiliates have not (i) offered or sold, and will not
offer or sell, the notes by means of any document, to persons in Hong Kong
other than persons whose ordinary business it is to buy or sell shares or
debentures, whether as principal or agent, or in circumstances which do
not consitute an offer to the public within the meaning of the Companies
Ordinance (Cap. 32) of Hong Kong or (ii) issued or had in its possession
for the purposes of issue, and will not issue or have in its possession
for the purposes of issue, any invitation, document or advertisement
relating to notes in Hong Kong (unless permitted to do so under the
securities laws of Hong Kong) other than with respect to notes intended to
be disposed of outside Hong Kong or only to persons whose business
involves the acquisition, disposal or holding of securities, whether as
principal or agent;
- this prospectus supplement, the accompanying prospectus or any other
offering material relating to the notes has not been and will not be
registered as a prospectus with the Registrar of Companies and Businesses
in Singapore, and the notes will be offered in Singapore pursuant to an
exemption invoked under Section 106C and Section 106D of the Companies
Act, Chapter 50 of Singapore, or the Singapore Companies Act. Accordingly,
the notes may not be offered or sold, nor may this prospectus supplement,
the accompanying prospectus or any other offering material relating to the
notes be circulated or distributed, directly or indirectly, to the public
or any member of the public in Singapore other than (a) to an
institutional investor or other person specified in Section 106C of the
Singapore Companies Act, (b) to a sophisticated investor, and in
accordance with the conditions specified in Section 106D of the Singapore
Companies Act or (c) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the Singapore Companies
Act;
- it is aware of the fact that no German selling prospectus
(VERKAUFSPROSPEKT) has been or will be published in respect of the sale of
the notes and that it will comply with the Securities Selling Prospectus
Act of the Federal Republic of Germany
(WERTPAPIER-VERKAUFSPROSPEKTGESETZ). In
S-17
<Page>
particular, each underwriter has undertaken not to engage in a public
offering in the Federal Republic of Germany with respect to any notes
otherwise than in accordance with the Securities Selling Prospectus Act
and any other act replacing or supplementing the Securities Selling
Prospectus Act and all other applicable laws and regulations;
- the notes are being issued and sold outside the Republic of France and
that, in connection with their initial distribution, it has not offered or
sold and will not offer or sell, directly or indirectly, any notes to the
public in the Republic of France, and that it has not distributed and will
not distribute or cause to be distributed to the public in the Republic of
France this prospectus supplement, the accompanying prospectus or any
other offering material relating to the notes, and that such offers, sales
and distributions have been and will be made in the Republic of France
only to (a) qualified investors (INVESTISSEURS QUALIFIES) and/or (b) a
restricted group of investors (CERCLE RESTREINT D'INVESTISSEURS), all as
defined in Article L.411-2 of the Monetary and Financial Code and DECRET
no. 98-880 dated 1st October, 1998; and
- the notes may not be offered, sold, transferred or delivered in or from
the Netherlands as part of their initial distribution or at any time
thereafter, directly or indirectly, other than to banks, pension funds,
insurance companies, securities firms, investment institutions, central
governments, large international and supranational institutions and other
comparable entities, including, among others, treasuries and finance
companies of large enterprises, which trade or invest in securities in the
course of a profession or trade. Individuals or legal entities who or
which do not trade or invest in securities in the course of their
profession or trade may not participate in the offering of the notes, and
this prospectus supplement and the accompanying prospectus or any other
offering material relating to the notes may not be considered an offer or
the prospect of an offer to sell or exchange the notes.
CSFB Corp. will make the notes available for distribution on the internet
through a proprietary web site and/or a third-party system operated by Market
Axess Inc., an internet-based communications technology provider. Market
Axess Inc. is providing the system as a conduit for communications between CSFB
Corp. and its customers and is not a party to any transactions. Market
Axess Inc. will not function as an underwriter or agent of the issuer, nor will
Market Axess Inc. act as a broker for any customer of CSFB Corp. Market
Axess Inc., a registered broker-dealer, will receive compensation from CSFB
Corp. based on transactions the underwriter conducts through the system. CSFB
Corp. will make the notes available to its customers through the internet
distributions, whether made through a proprietary or third party system, on the
same terms as distributions made through other channels.
S-18
<Page>
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the notes in Canada is being made only on a private
placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of notes are made. Any resale of the notes in Canada must be made under
applicable securities laws which will vary depending on the relevant
jurisdiction, and which may require resales to be made under available statutory
exemptions or under a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of the notes.
REPRESENTATIONS OF PURCHASERS
By purchasing the notes in Canada and accepting a purchase confirmation, a
purchaser is representing to us and the dealer from whom the purchase
confirmation is received that:
- the purchaser is entitled under applicable provincial securities laws to
purchase the notes without the benefit of a prospectus qualified under
those securities laws;
- where required by law, that the purchaser is purchasing as principal and
not as agent; and
- the purchaser has reviewed the text above under Resale Restrictions.
RIGHTS OF ACTION (ONTARIO PURCHASERS)
Under Ontario securities legislation, a purchaser who purchases a security
offered by this prospectus supplement and the accompanying prospectus during the
period of distribution will have a statutory right of action for damages, or
while still the owner of the notes, for rescission against us in the event that
this prospectus supplement and the accompanying prospectus contains a
misrepresentation. Such a purchaser will be deemed to have relied on the
misrepresentation. The right of action for damages is exercisable not later than
the earlier of 180 days from the date the purchaser first had knowledge of the
facts giving rise to the cause of action and three years from the date on which
payment is made for the notes. The right of action for rescission is exercisable
not later than 180 days from the date on which payment is made for the notes. If
such a purchaser elects to exercise the right of action for rescission, the
purchaser will have no right of action for damages against us. In no case will
the amount recoverable in any action exceed the price at which the notes were
offered to the purchaser and if the purchaser is shown to have purchased the
securities with knowledge of the misrepresentation, we will have no liability.
In the case of an action for damages, we will not be liable for all or any
portion of the damages that are proven to not represent the depreciation in
value of the notes as a result of the misrepresentation relied upon. These
rights are in addition to, and without derogation from, any other rights or
remedies available at law to an Ontario purchaser. The foregoing is a summary of
the rights available to an Ontario purchaser. Ontario purchasers should refer to
the complete text of the relevant statutory provisions.
ENFORCEMENT OF LEGAL RIGHTS
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons in Canada
or to enforce a judgment obtained in Canadian courts against such issuer or
persons outside Canada.
TAXATION AND ELIGIBILITY FOR INVESTMENT
Canadian purchasers of notes should consult their own legal and tax advisors
with respect to the tax consequences of an investment in the notes in their
particular circumstances and about the eligibility of the notes for investment
by the purchaser under relevant Canadian legislation.
S-19
<Page>
ERISA
By its purchase of the notes, each holder will be deemed to have represented
and warranted on each day from and including the date of its purchase of such
notes through and including the date of disposition of such notes either that:
- it is not an "employee benefit plan" subject to the fiduciary
responsibility provisions of the Employee Retirement Income Security Act
of 1974, as amended, or ERISA, a plan subject to Section 4975 of the
Internal Revenue Code of 1986, as amended, or the Code, or an entity whose
underlying assets include the assets of any such employee benefit plan or
plan by reason of Department of Labor regulation section 2510.3-101; or
- the acquisition, holding and disposition of such notes by such holder does
not and will not constitute a prohibited transaction under ERISA or
Section 4975 of the Code (or, in the case of a governmental plan, any
substantially similar federal, state or local law) unless an exemption is
available with respect to such transactions and the conditions of such
exemption have been satisfied.
Any plan or other entity whose assets include plan assets subject to ERISA,
Section 4975 of the Code or substantially similar federal, state or local laws
should consult its counsel.
INCORPORATION BY REFERENCE
We file annual, quarterly and current reports and other information with the
Securities and Exchange Commission, or the SEC. For information on the documents
we incorporate by reference in this prospectus supplement and the accompanying
prospectus, we refer you to "Where You Can Find More Information" on page 2 of
the accompanying prospectus.
In addition to the documents listed in the accompanying prospectus, we
incorporate by reference in this prospectus supplement and the accompanying
prospectus the following documents and any future documents we file with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of
this prospectus supplement until the offering of the notes is completed:
- Our Quarterly Report on Form 10-Q for the period ended September 30, 2001,
filed on November 14, 2001.
- Our Current Reports on Form 8-K filed on October 31, 2001, November 15,
2001, December 4, 2001, December 13, 2001 and January 7, 2002.
This prospectus supplement and the accompanying prospectus incorporate by
reference:
- Our audited consolidated financial statements as of December 31, 2000 and
1999 and for each of the years in the three-year period ended
December 31, 2000.
- Our unaudited consolidated financial statements as of and for the
three-month periods ended September 30, 2001, June 30, 2001 and March 31,
2001.
Copies of these financial statements will also be made available, free of
charge, at the office of our Luxembourg paying agent, J.P. Morgan Bank
Luxembourg S.A., currently located at 5 Rue Plartis/1, L-2338 Luxembourg.
S-20
<Page>
GENERAL INFORMATION
Application has been made to list the notes on the Luxembourg Stock
Exchange. In connection with the listing application, our amended and restated
certificate of incorporation and by-laws and a legal notice relating to the
issuance of the notes have been deposited prior to listing with GREFFIER EN CHEF
DU TRIBUNAL D'ARRONDISSEMENT DE ET A LUXEMBOURG, where copies thereof may be
obtained upon request. You may request copies of these documents together with
this prospectus supplement, the accompanying prospectus, the underwriting
agreement, the indenture and our annual, quarterly and current reports, as well
as all other documents incorporated by reference in this prospectus supplement
and the accompanying prospectus, including all such future reports, so long as
any of the notes are outstanding, by following the directions under "Where You
Can Find More Information" on page 2 of the accompanying prospectus. These
documents will also be made available, free of charge, at the main office of our
Luxembourg listing agent, Kredietbank S.A. Luxembourgeoise, currently located at
43 Boulevard Royal, L-2955 Luxembourg. Our Luxembourg listing agent will act as
intermediary between the Luxembourg Stock Exchange and us and the holders of the
notes.
Other than as disclosed or contemplated herein or in the documents
incorporated herein by reference, there has been no material adverse change in
our financial position since December 31, 2000.
Other than as disclosed or contemplated herein or in the documents
incorporated herein by reference, neither us nor any of our subsidiaries is
involved in litigation, arbitration or administrative proceedings relating to
claims or amounts that are material in the context of the issue of the notes. We
are not aware any such litigation, arbitration or administrative proceedings are
pending or threatened.
We have obtained all material consents, approvals and authorizations in
connection with the issue of the notes. Resolutions relating to the issue and
sale of the notes were adopted by our Board of Directors on October 17, 2001.
We accept the responsibility for the information contained in this
prospectus supplement and the accompanying prospectus.
The notes, the indenture and the underwriting agreement are governed by and
construed in accordance with the laws of the State of New York.
The notes have been accepted for clearance through Clearstream, Luxembourg
and Euroclear. Relevant trading information is as follows:
<Table>
<Caption>
INTERNATIONAL SECURITY
COMMON CODE IDENTIFICATION NUMBER (ISIN) CUSIP
- --------------------- ---------------------------- -----------
014147152 US22541LAC72 22541L AC 7
</Table>
You may inspect copies of the following documents, as well as any of our
filings with the SEC that are incorporated by reference in this prospectus
supplement and the accompanying prospectus, free of charge, at the offices of
our Luxembourg listing agent:
- our amended and restated certificate of incorporation and by-laws;
- the underwriting agreement relating to the issue of the notes; and
- the indenture.
We only publish consolidated financial statements.
Our independent accountants are KPMG LLP.
S-21
<Page>
U.S. $10,500,000,000
CREDIT SUISSE FIRST BOSTON (USA), INC.
Debt Securities
Warrants
-----------
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
We will not use this prospectus to confirm sales of any securities unless it
is attached to a prospectus supplement.
Unless we state otherwise in a prospectus supplement, we will not list any
of these securities on any securities exchange.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus or any accompanying prospectus supplement or pricing supplement is
truthful or complete. Any representation to the contrary is a criminal offense.
Credit Suisse First Boston
The date of this prospectus is October 25, 2001.
<Page>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, or the SEC, utilizing a "shelf" registration
process. Under this shelf process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of $10,500,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information".
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with the
SEC. Our SEC filings are available to the public over the Internet at the SEC's
web site at http://www.sec.gov. You may also read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., at 450 Fifth
Street, N.W., Washington, D.C. 20549 and in Chicago, at 500 West Madison Street,
Chicago, Illinois 60661. The SEC's public reference room in New York, New York,
formerly located at Seven World Trade Center and destroyed in the September 11,
2001 attack on the World Trade Center, has been relocated to the Woolworth
Building at 233 Broadway, New York, New York. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC and which is incorporated by reference will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange
Act, which will be incorporated by reference until we sell all of the securities
described in this prospectus:
- our Annual Report on Form 10-K for the year ended December 31, 2000, as
amended by our Annual Report on Form 10-K/A for such year filed on
April 10, 2001, and as further amended by our Annual Report on
Form 10-K/A for such year filed on October 2, 2001;
- our Quarterly Reports on Form 10-Q for the periods ended March 31, 2001
and June 30, 2001, as amended by our Quarterly Reports on Form 10-Q/A for
such periods, each of which was filed on October 2, 2001; and
- our Current Reports on Form 8-K filed on February 14, 2001, March 19,
2001, June 5, 2001, June 8, 2001, June 18, 2001, June 28, 2001, July 12,
2001, July 23, 2001, August 24, 2001 and October 9, 2001.
You may request a copy of these filings, at no cost, by writing or
telephoning us at our principal executive offices at the following address:
Credit Suisse First Boston (USA), Inc.
Eleven Madison Avenue
New York, New York 10010
Attention: Corporate Secretary
(212) 325-2000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not
2
<Page>
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of these documents.
We have filed or incorporated by reference exhibits with this registration
statement that include the form of proposed underwriting agreement and proposed
forms of indentures. You should read the exhibits carefully for provisions that
may be important to you.
FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference in this
prospectus include forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, or the Securities Act and
Section 21E of the Exchange Act. These forward-looking statements are based on
our management's beliefs and assumptions and on information currently available
to our management. Forward-looking statements include information concerning our
possible or assumed future results of operations and statements preceded by,
followed by or that include the words "believes," "expects," "anticipates,"
"intends," "plans," "estimates" or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in these
forward-looking statements. You should not put undue reliance on any
forward-looking statements, including those described in this prospectus and any
prospectus supplement or pricing supplement and the information incorporated by
reference in this prospectus. We do not have any intention or obligation to
update forward-looking statements after we distribute this prospectus.
USE OF PROCEEDS
Unless we tell you otherwise in a prospectus supplement, we will use the net
proceeds from the sale of these securities for general corporate purposes,
including refinancing existing indebtedness. We may also invest the net proceeds
temporarily in short-term securities.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the periods indicated.
<Table>
<Caption>
YEARS ENDED DECEMBER 31, SIX MONTHS
---------------------------------------------------- ENDED JUNE 30,
2000 1999 1998 1997 1996 2001
-------- -------- -------- -------- -------- ---------------
Ratio of earnings to fixed charges(1)(2)........ 0.82 1.19 1.13 1.16 1.16 1.09
</Table>
- ------------------------
(1) For the purpose of calculating the ratio of earnings to fixed charges,
(a) earnings consist of income before the provision for income taxes and
fixed charges and (b) fixed charges consist of interest expenses and
one-third of rental expense which is deemed representative of an interest
factor.
(2) For the year ended December 31, 2000, the dollar deficiency of the ratio of
earnings to fixed charges was $1,522,164.
3
<Page>
CREDIT SUISSE FIRST BOSTON (USA), INC.
We are a leading integrated investment bank that serves institutional,
corporate, government and individual clients. We provide our clients with a
broad range of products and services. These include:
- securities underwriting, sales and trading;
- investment banking;
- financial advisory services;
- private equity and related merchant banking investments;
- investment research;
- full service brokerage services;
- correspondent financial services;
- online interactive brokerage services; and
- derivative and risk management products.
We are the product of a business combination. On November 3, 2000, Credit
Suisse Group acquired Donaldson, Lufkin & Jenrette, Inc., or DLJ. Credit Suisse
Group is a global financial services company, providing a comprehensive range of
insurance, banking and investment banking products in Switzerland and abroad.
Credit Suisse First Boston Corporation, or CSFB Corp., Credit Suisse Group's
principal U.S. registered broker-dealer subsidiary, became a subsidiary of DLJ,
and DLJ changed its name to Credit Suisse First Boston (USA), Inc. We are now
part of the Credit Suisse First Boston business unit, which we call CSFB, of
Credit Suisse First Boston, a Swiss bank wholly owned by Credit Suisse Group.
CSFB is a leading global investment banking firm, providing financial advisory
and capital-raising services, sales and trading, and financial products for
users and suppliers of capital around the world.
Our principal executive offices are located at Eleven Madison Avenue, New
York, New York 10010, and our telephone number is (212) 325-2000.
All references to "we" or "us" in this prospectus are to Credit Suisse First
Boston (USA), Inc.
4
<Page>
DESCRIPTION OF DEBT SECURITIES
We may issue either senior debt securities or subordinated debt securities.
Senior debt securities and subordinated debt securities will be issued in one or
more series under either the senior indenture or the subordinated indenture
between us and The Chase Manhattan Bank, as trustee. In the following
discussion, we sometimes refer to the two indentures as the "indentures".
This prospectus briefly outlines the provisions of the indentures. The forms
of the indentures have been filed as exhibits to the registration statement, and
you should read the indentures for provisions that may be important to you. The
indentures are substantially identical except for the subordination provision
described below.
We are a holding company and depend upon the earnings and cash flow of our
subsidiaries to meet our obligations under the debt securities. Since the
creditors of any of our subsidiaries would generally have a right to receive
payment that is superior to our right to receive payment from the assets of that
subsidiary, holders of our debt securities will be effectively subordinated to
creditors of our subsidiaries. In addition, the Exchange Act and the New York
Stock Exchange impose net capital requirements on some of our subsidiaries which
limit their ability to pay dividends and make loans and advances to us.
In the summary below, we have included references to section numbers of the
indentures so that you can easily locate these provisions.
ISSUANCES IN SERIES
The indentures do not limit the amount of debt we may issue. We may issue
the debt securities in one or more series with the same or various maturities,
at a price of 100% of their principal amount or at a premium or a discount. The
debt securities will not be secured by any of our property or assets.
The prospectus supplement relating to any series of debt securities being
offered will contain the specific terms relating to the offering. These terms
will include some or all of the following:
- whether the debt securities are senior or subordinated;
- the total principal amount of the debt securities;
- the percentage of the principal amount at which the debt securities will
be issued and whether the debt securities will be "original issue
discount" securities for U.S. federal income tax purposes. If we issue
original issue discount debt securities (securities that are issued at a
substantial discount below their principal amount because they pay no
interest or pay interest that is below market rates at the time of
issuance), we will describe the special U.S. federal income tax and other
considerations of a purchase of original issue discount debt securities in
the applicable prospectus supplement;
- the date or dates on which principal will be payable and whether the debt
securities will be payable on demand by the holders on any date;
- the manner in which we will calculate payments of principal, premium or
interest and whether any payment will be fixed or based on an index or
formula or the value of another security, commodity or other asset;
- the interest payment dates;
- optional or mandatory redemption terms;
- authorized denominations, if other than $1,000 and integral multiples of
$1,000;
5
<Page>
- the terms on which holders of the debt securities may or are required to
convert or exchange these securities into or for our securities or
securities of another entity and any specific terms relating to the
conversion or exchange feature;
- the currency in which the debt securities will be denominated or
principal, premium or interest will be payable, if other than U.S.
dollars;
- whether the debt securities are to be issued as individual certificates to
each holder or in the form of global certificates held by a depositary on
behalf of holders;
- information describing any book-entry features;
- whether and under what circumstances we will pay additional amounts on any
debt securities held by a person who is not a United States person for tax
purposes and whether we can redeem the debt securities if we have to pay
additional amounts;
- the names and duties of any co-trustees, depositories, authenticating
agents, paying agents, transfer agents or registrars for any series; and
- any other terms consistent with the above.
PAYMENT AND TRANSFER
We will issue debt securities only as registered securities, which means
that the name of the holder will be entered in a register which will be kept by
the trustee or another agent appointed by us. Unless we state otherwise in a
prospectus supplement, we will make principal and interest payments at the
office of the paying agent or agents we name in the prospectus supplement or by
mailing a check to you at the address we have for you in the register.
Unless we describe other procedures in a prospectus supplement, you will be
able to transfer registered debt securities at the office of the transfer agent
or agents we name in the prospectus supplement. You may also exchange registered
debt securities at the office of the transfer agent for an equal aggregate
principal amount of registered debt securities of the same series having the
same maturity date, interest rate and other terms as long as the debt securities
are issued in authorized denominations.
Neither we nor the trustee will impose any service charge for any transfer
or exchange of a debt security; however, we may ask you to pay any taxes or
other governmental charges in connection with a transfer or exchange of debt
securities.
BOOK-ENTRY SYSTEM
We may issue debt securities under a book-entry system in the form of one or
more global securities. We will register the global securities in the name of a
depositary or its nominee and deposit the global securities with that
depositary. Unless we state otherwise in the prospectus supplement, The
Depository Trust Company, New York, New York, or DTC, will be the depositary if
we use a depositary.
DTC has advised us as follows:
- DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act.
6
<Page>
- DTC was created to hold securities of its participants and to facilitate
the clearance and settlement of securities transactions, such as transfers
and pledges, among its participants in such securities through electronic
computerized book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates.
- DTC's participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own DTC.
- Access to DTC's book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain
a custodial relationship with a participant, either directly or indirectly.
According to DTC, the foregoing information with respect to DTC has been
provided to the financial community for informational purposes only and is not
intended to serve as a representation, warranty or contract modification of any
kind.
Following the issuance of a global security in registered form, the
depositary will credit the accounts of its participants with the debt securities
upon our instructions. Only persons who hold directly or indirectly through
financial institutions that are participants in the depositary can hold
beneficial interests in the global securities. Since the laws of some
jurisdictions require certain types of purchasers to take physical delivery of
such securities in definitive form, you may encounter difficulties in your
ability to own, transfer or pledge beneficial interests in a global security.
So long as the depositary or its nominee is the registered owner of a global
security, we and the trustee will treat the depositary as the sole owner or
holder of the debt securities for purposes of the applicable indenture.
Therefore, except as set forth below, you will not be entitled to have debt
securities registered in your name or to receive physical delivery of
certificates representing the debt securities. Accordingly, you will have to
rely on the procedures of the depositary and the participant in the depositary
through whom you hold your beneficial interest in order to exercise any rights
of a holder under the indenture. We understand that under existing practices,
the depositary would act upon the instructions of a participant or authorize
that participant to take any action that a holder is entitled to take.
We will make all payments of principal, premium and interest on the debt
securities to the depositary. We expect that the depositary will then credit
participants' accounts proportionately with these payments on the payment date
and that the participants will in turn credit their customers in accordance with
their customary practices. Neither we nor the trustee will be responsible for
making any payments to participants or customers of participants or for
maintaining any records relating to the holdings of participants and their
customers, and you will have to rely on the procedures of the depositary and its
participants.
Global certificates are generally not transferable. We will issue physical
certificates to beneficial owners of a global note if:
- the depositary notifies us that it is unwilling or unable to continue as
depositary and we do not appoint a successor within 90 days;
- the depositary ceases to be a clearing agency registered under the
Exchange Act and we do not appoint a successor within 90 days; or
- we decide in our sole discretion that we do not want to have the debt
securities of that series represented by global certificates.
7
<Page>
SUBORDINATION
When we use the term "senior indebtedness", we mean:
- any money we have borrowed (other than money we owe to any of our
subsidiaries);
- any money borrowed by someone else where we have assumed or guaranteed
their obligations, directly or indirectly;
- any letters of credit and acceptances made by banks on our behalf; and
- indebtedness that we have incurred or assumed in connection with the
acquisition of any property.
The subordinated indenture provides that we cannot:
- make any payments of principal, premium or interest on the subordinated
debt securities;
- acquire any subordinated debt securities; or
- defease any subordinated debt securities;
if
- any senior indebtedness in an aggregate principal amount of more than
$50.0 million has become due either on maturity or as a result of
acceleration or otherwise and the principal, premium and interest on that
senior indebtedness has not yet been paid in full by us; or
- we have defaulted in the payment of any principal, premium or interest on
any senior indebtedness in an aggregate principal amount of more than
$50.0 million at the time the payment was due, unless and until the
payment default is cured by us or waived by the holders of the senior
indebtedness.
In addition, if there is a default on any senior indebtedness other than a
default by us in the payment of principal, premium or interest and that default
would allow the holders of the senior indebtedness to accelerate the senior
indebtedness so that it would become immediately due and payable at that time or
in the future, then we may not be allowed to make any payments of principal,
premium or interest on the subordinated debt securities. In order for this to
happen, the holders of a majority in principal amount of all the senior
indebtedness have to so notify us and the trustee.
However, if the senior indebtedness is not accelerated within 180 days after
notice was given, then we will have to pay the holders of the subordinated debt
securities all of the money that they would have been paid during the 180-day
payment blockage period and resume making regular payments on the subordinated
debt securities. Only one payment blockage period can commence in any 360-day
period, even if we or the trustee receive more than one notice. A default that
existed upon the commencement of one payment blockage period cannot be the
reason for starting a second payment blockage period unless we cured (or the
holders of the senior indebtedness waived) the original default for a period of
at least 90 days.
If we make any payment to the trustee or the holders of the subordinated
debt securities when we were not supposed to make the payment because of a
payment blockage period, then the trustee or the holders will have to repay that
money to the holders of the senior indebtedness to the extent of their claims.
If we are liquidated, the holders of the senior indebtedness will be
entitled to receive payment in full for principal, premium and interest on the
senior indebtedness before the holders of subordinated debt securities receive
any of our assets. As a result, holders of subordinated debt securities may
receive a smaller proportion of our assets in bankruptcy or liquidation than
holders of senior indebtedness.
8
<Page>
Even if the subordination provisions prevent us from making any payment when
due on the subordinated debt securities, we will be in default on our
obligations under the subordinated indenture if we do not make the payment when
due. This means that the trustee and the holders of subordinated debt securities
can take action against us, but they would not receive any money until the
claims of the senior indebtedness have been fully satisfied.
The subordinated indenture allows the holders of senior indebtedness to
obtain specific performance of the subordination provisions from us or any
holder of subordinated debt securities.
CONSOLIDATION, MERGER OR SALE
We have agreed not to consolidate with or merge into any other person or
convey or transfer all or substantially all of our properties and assets to any
person, unless:
- we are the continuing person; or
- the successor expressly assumes by a supplemental indenture the due and
punctual payment of the principal of and any premium and interest on all
the debt securities and the performance of every covenant in the indenture
that we would otherwise have to perform.
Also, if we consolidate, merge or convey or transfer all or substantially
all of our properties and assets and the successor is a non-U.S. entity, neither
we nor any successor would have any obligation to compensate you for any
resulting adverse tax consequences to outstanding debt securities or any debt
securities issued thereafter.
In either case, we will also have to deliver a certificate to the trustee
stating that after giving effect to the merger there will not be any defaults
under the applicable indenture and, if we are not the continuing person, an
opinion of counsel stating that the merger and the supplemental indenture comply
with these provisions and that the supplemental indenture is a legal, valid and
binding obligation of the successor corporation. (SECTION 5.01)
MODIFICATION OF THE INDENTURES
In general, our rights and obligations and the rights of the holders under
the indentures may be modified if the holders of a majority in aggregate
principal amount of the outstanding debt securities of each series affected by
the modification consent to it. However, Section 9.02 of each indenture provides
that, unless each affected holder agrees, the amendment cannot:
- make any adverse change to any payment term of a debt security such as
extending the maturity date, extending the date on which we have to pay
interest or make a sinking fund payment, reducing the interest rate,
reducing the amount of principal we have to repay, changing the currency
in which we have to make any payment of principal, premium or interest,
modifying any redemption or repurchase right to the detriment of the
holder, modifying any right to convert or exchange the debt securities for
another security to the detriment of the holder, and impairing any right
of a holder to bring suit for payment;
- reduce the percentage of the aggregate principal amount of debt securities
needed to make any amendment to the indenture or to waive any covenant or
default;
- waive any payment default; or
- make any change to Section 9.02 of either indenture.
However, if we and the trustee agree, we can amend the indentures without
notifying any holders or seeking their consent if the amendment does not
materially and adversely affect any holder.
9
<Page>
In particular, if we and the trustee agree, we can amend the indentures
without notifying any holders or seeking their consent to add a guarantee from a
third party on our outstanding and future debt securities to be issued under the
indenture.
EVENTS OF DEFAULT
When we use the term "event of default" in the indentures, here are some
examples of what we mean.
Unless otherwise specified in a prospectus supplement, an event of default
with respect to a series of debt securities occurs if:
- we fail to pay the principal or any premium on any debt security of that
series when due;
- we fail to pay interest when due on any debt security of that series for
30 days;
- we fail to perform any other covenant in the indenture and this failure
continues for 60 days after we receive written notice of it from the
trustee or from the holders of 25% in principal amount of the outstanding
debt securities of such series;
- a creditor commences involuntary bankruptcy, insolvency or similar
proceedings against us or CSFB Corp. (or any successor to all or
substantially all of its business), and we are unable to obtain a stay or
a dismissal of that proceeding within 60 days; or
- we or CSFB Corp. voluntarily seek relief under bankruptcy, insolvency or
similar laws or a court enters an order for relief against us or CSFB
Corp. under these laws.
The supplemental indenture or the form of security for a particular series
of debt securities may include additional events of default or changes to the
events of default described above. For any additional or different events of
default applicable to a particular series of debt securities, see the prospectus
supplement relating to such series.
The trustee may withhold notice to the holders of debt securities of any
default (except in the payment of principal or interest) if it considers such
withholding of notice to be in the best interests of the holders. By default we
mean any event which is an event of default described above or would be an event
of default but for the giving of notice or the passage of time. (SECTION 7.05)
If an event of default occurs and continues, the trustee or the holders of
the aggregate principal amount of the debt securities specified below may
require us to repay immediately, or accelerate:
- the entire principal of the debt securities of such series; or
- if the debt securities are original issue discount securities, such
portion of the principal as may be described in the applicable prospectus
supplement. (SECTION 6.02)
If the event of default occurs because we defaulted in a payment of
principal or interest on the debt securities, then the trustee or the holders of
at least 25% of the aggregate principal amount of debt securities of that series
can accelerate that series of debt securities. If the event of default occurs
because we failed to perform any other covenant in the indenture or any covenant
that we agreed to for the benefit of one or more series of debt securities, then
the trustee or the holders of at least 25% of the aggregate principal amount of
debt securities of all series affected, voting as one class, can accelerate all
of the affected series of debt securities. If the event of default occurs
because we become involved in bankruptcy proceedings, then all of the debt
securities under the indenture will be accelerated automatically. If the event
of default occurs because we defaulted on some of our other indebtedness or
because that indebtedness becomes accelerated as described above, then the
trustee or the holders of at least 25% of the aggregate principal amount of the
debt securities outstanding under the indenture, voting as one class, can
accelerate all of the debt securities outstanding under the
10
<Page>
indenture. Therefore, except in the case of a default by us on a payment of
principal or interest on the debt securities of your series or a default due to
our bankruptcy or insolvency, it is possible that you may not be able to
accelerate the debt securities of your series because of the failure of holders
of other series to take action.
The holders of a majority of the aggregate principal amount of the debt
securities of all affected series, voting as one class, can rescind this
accelerated payment requirement or waive any past default or event of default or
allow us to not comply with any provision of the indenture. However, they cannot
waive a default in payment of principal of, premium, if any, or interest on, any
of the debt securities. (SECTION 6.04)
Other than its duties in case of a default, the trustee is not obligated to
exercise any of its rights or powers under the indenture at the request, order
or direction of any holders, unless the holders offer the trustee reasonable
indemnity. (SECTION 7.02) If they provide this reasonable indemnity, the holders
of a majority in principal amount of all affected series of debt securities,
voting as one class, may direct the time, method and place of conducting any
proceeding or any remedy available to the trustee, or exercising any power
conferred upon the trustee, for any series of debt securities. (SECTION 6.05)
We are not required to provide the trustee with any certificate or other
document saying that we are in compliance with the indenture or that there are
no defaults.
DEFEASANCE
When we use the term defeasance, we mean discharge from some or all of our
obligations under the indentures. If we deposit with the trustee sufficient cash
or U.S. government securities to pay the principal, interest, any premium and
any other sums due to the stated maturity date or a redemption date of the debt
securities of a particular series, then at our option:
- we will be discharged from our obligations with respect to the debt
securities of such series; or
- we will no longer be under any obligation to comply with the restrictive
covenants contained in the indenture with respect to the debt securities
of such series, and the events of default relating to failures to comply
with covenants will no longer apply to us.
If this happens, the holders of the debt securities of the affected series
will not be entitled to the benefits of the indenture except for registration of
transfer and exchange of debt securities and replacement of lost, stolen or
mutilated debt securities. Instead the holders will only be able to rely on the
deposited funds or obligations for payment.
We must deliver to the trustee an opinion of counsel to the effect that the
deposit and related defeasance would not cause the holders of the debt
securities to recognize income, gain or loss for federal income tax purposes. We
must also deliver a ruling to such effect received from or published by the
Internal Revenue Service if we are discharged from our obligations with respect
to the debt securities.
CONCERNING THE TRUSTEE
The Chase Manhattan Bank has loaned money to us and certain of our
subsidiaries and affiliates and provided other services to us and has acted as
trustee under certain of our and our subsidiaries and affiliates' indentures in
the past and may do so in the future as a part of its regular business.
GOVERNING LAW
The laws of the State of New York will govern the indentures and the debt
securities.
11
<Page>
DESCRIPTION OF WARRANTS
GENERAL
We may issue warrants, including warrants to purchase debt securities, as
well as other types of warrants. Warrants may be issued independently or
together with any debt securities and may be attached to or separate from such
debt securities. Each series of warrants will be issued under a separate warrant
agreement to be entered into between us and a warrant agent. The following sets
forth certain general terms and provisions of the warrants offered hereby.
Further terms of the warrants and applicable warrant agreement will be set forth
in the applicable prospectus supplement.
WARRANTS TO PURCHASE DEBT SECURITIES
The applicable prospectus supplement will describe the following terms of
the warrants to purchase debt securities in respect of which this prospectus is
being delivered:
- the title of such warrants;
- the aggregate number of such warrants;
- the price or prices at which such warrants will be issued;
- the currency or currencies (including composite currencies) in which the
price of such warrants may be payable;
- the aggregate principal amount and terms of the debt securities
purchasable upon exercise of such warrants;
- the price at which and currency or currencies (including composite
currencies) in which the debt securities purchasable upon exercise of such
warrants may be purchased;
- the date on which the right to exercise such warrants will commence and
the date on which such right shall expire;
- if applicable, the minimum or maximum amount of such warrants that may be
exercised at any one time;
- if applicable, the designation and terms of the debt securities with which
such warrants are issued and the number of such warrants issued with each
such debt security;
- if applicable, the date on and after which such warrants and the related
debt securities will be separately transferable;
- information with respect to book-entry procedures, if any;
- if applicable, a discussion of certain U.S. federal income tax
considerations; and
- any other terms of such warrants, including terms, procedures and
limitations relating to the exchange or exercise of such warrants.
OTHER WARRANTS
We may also issue other warrants to purchase or sell, on terms to be
determined at the time of sale,
- securities of any entity unaffiliated with us, a basket of such
securities, an index or indices of such securities or any combination of
the foregoing;
- currencies or composite currencies; or
- commodities.
12
<Page>
We may satisfy our obligations, if any, with respect to any such warrants by
delivering the underlying securities, currencies or commodities or, in the case
of underlying securities or commodities, the cash value thereof, as set forth in
the applicable prospectus supplement. The applicable prospectus supplement will
describe the following terms of any such warrants in respect of which this
prospectus is being delivered:
- the title of such warrants;
- the aggregate number of such warrants;
- the price or prices at which such warrants will be issued;
- the currency or currencies (including composite currencies) in which the
price of such warrants may be payable;
- whether such warrants are put warrants or call warrants;
- (a) the specific security, basket of securities, index or indices of
securities or any combination of the foregoing and the amount thereof,
(b) currencies or composite currencies or (c) commodities (and, in each
case, the amount thereof or the method for determining the same)
purchasable or saleable upon exercise of such warrants;
- the purchase price at which and the currency or currencies (including
composite currencies) with which such underlying securities, currencies or
commodities may be purchased or sold upon such exercise (or the method of
determining the same);
- whether such exercise price may be paid in cash, by the exchange of any
other security offered with such warrants or both and the method of such
exercise;
- whether the exercise of such warrants is to be settled in cash or by the
delivery of the underlying securities or commodities or both;
- the date on which the right to exercise such warrants will commence and
when such right will expire;
- if applicable, the minimum or maximum number of such warrants that may be
exercised at any one time;
- if applicable, the designation and terms of the securities with which such
warrants are issued and the number of warrants issued with each such
security;
- if applicable, the date on and after which such warrants and the related
securities will be separately transferable;
- information with respect to book-entry procedures, if any;
- if applicable, a discussion of certain U.S. federal income tax
considerations; and
- any other terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants.
13
<Page>
ERISA
The Employee Retirement Income Security Act of 1974, as amended, or ERISA,
imposes certain restrictions on employee benefit plans, including entities such
as collective investment funds and separate accounts, that are subject to ERISA,
which we refer to as ERISA Plans, and on persons who are fiduciaries with
respect to such plans. In accordance with ERISA's general fiduciary
requirements, a fiduciary with respect to any such plan who is considering the
purchase of securities on behalf of such plan should determine whether such
purchase is permitted under the governing plan documents and is prudent and
appropriate for the plan in view of its overall investment policy and the
composition and diversification of its portfolio.
Section 406 of the ERISA and Section 4975 of the Internal Revenue Code
prohibit certain transaction involving ERISA Plans or a plan, such as a Keogh
plan or an individual retirement account that is not subject to ERISA but is
subject to Section 4975 of the Code, which together with ERISA Plans, we refer
to as the Plans, and certain persons, referred to as "parties in interest" under
ERISA or "disqualified persons" under the Internal Revenue Code having certain
relationships with such Plans. We and certain of our subsidiaries, controlling
shareholders and other affiliates may each be considered a "party in interest"
or "disqualified person" with respect to many Plans. Prohibited transactions
within the meaning of ERISA or the Internal Revenue Code may arise, for example,
if these securities are acquired by or with the assets of a Plan with respect to
which one of these entities is a service provider, unless the securities are
acquired pursuant to a statutory or an administrative exemption.
The acquisition of the securities may be eligible for one of the exemptions
noted below if the acquisition:
- is made solely with the assets of a bank collective investment fund and
satisfies the requirements and conditions of Prohibited Transaction Class
Exemption, or PTCE, 91-38 issued by the Department of Labor;
- is made solely with assets of an insurance company pooled separate account
and satisfies the requirements and conditions of PTCE 90-1 issued by the
Department of Labor;
- is made solely with assets managed by a qualified professional asset
manager and satisfies the requirements and conditions of PTCE 84-14 issued
by the Department of Labor;
- is made solely with assets of an insurance company general account and
satisfies the requirements and conditions of PTCE 95-60 issued by the
Department of Labor; or
- is made solely with assets managed by an in-house asset manager and
satisfies the requirements and conditions of PTCE 96-23 issued by the
Department of Labor.
Governmental plans and certain church plans, while not subject to the
fiduciary responsibility provisions of ERISA or the provisions of Section 4975
of the Internal Revenue Code, may nevertheless be subject to local, state or
other federal laws that are substantially similar to the foregoing provisions of
ERISA and the Internal Revenue Code. Fiduciaries of any such plan should consult
legal counsel before purchasing these securities.
Under ERISA, the assets of an ERISA Plan may include assets held in the
general account of an insurance company which has issued an insurance policy to
that ERISA Plan or assets of an entity in which the ERISA Plan has invested.
Thus, any insurance company proposing to invest assets of its general account in
the securities should consider the extent to which such investment would be
subject to the requirements of ERISA in light of the U.S. Supreme Court's
decision in JOHN HANCOCK MUTUAL LIFE INSURANCE CO. V. HARRIS TRUST COMPANY AND
SAVINGS BANK and the enactment of Section 401(c) of ERISA. In particular, such
an insurance company should consider the retroactive and prospective exemptive
relief granted by PTCE 95-60 and the regulations issued by the Department of
Labor, 29 C.F.R. Section 2550.401c-1 (January 5, 2000).
Please consult the applicable prospectus supplement for further information
with respect to a particular offering.
14
<Page>
PLAN OF DISTRIBUTION
We may sell our securities through agents, underwriters, dealers or directly
to purchasers.
Agents who we designate may solicit offers to purchase our securities.
- We will name any agent involved in offering or selling our securities, and
any commissions that we will pay to the agent, in our prospectus
supplement.
- Unless we indicate otherwise in our prospectus supplement, our agents will
act on a best efforts basis for the period of their appointment.
- Our agents may be deemed to be underwriters under the Securities Act of
any of our securities that they offer or sell.
- We may use an underwriter or underwriters in the offer or sale of our
securities.
- If we use an underwriter or underwriters, we will execute an underwriting
agreement with the underwriter or underwriters at the time that we reach
an agreement for the sale of our securities.
- We will include the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms of the
transactions, including the compensation the underwriters and dealers will
receive, in our prospectus supplement.
- The underwriters will use our prospectus supplement to sell our
securities.
- We may use a dealer to sell our securities.
- If we use a dealer, we, as principal, will sell our securities to the
dealer.
- The dealer will then sell our securities to the public at varying prices
that the dealer will determine at the time it sells our securities.
- We will include the name of the dealer and the terms of our transactions
with the dealer in our prospectus supplement.
If CSFB Corp. or our other broker-dealer subsidiaries or affiliates
participate in the distribution of our securities, we will conduct the offering
in accordance with the applicable provisions of Section 2720 of the National
Association of Securities Dealers, Inc., or NASD, Conduct Rules.
In compliance with NASD guidelines, the maximum commission or discount to be
received by any NASD member or independent broker dealer may not exceed 8% of
the aggregate amount of the securities offered pursuant to this prospectus and
any applicable prospectus supplement; however, it is anticipated that the
maximum commission or discount to be received in any particular offering of
securities will be significantly less than this amount.
We may solicit directly offers to purchase our securities, and we may
directly sell our securities to institutional or other investors. We will
describe the terms of our direct sales in our prospectus supplement.
We may indemnify agents, underwriters and dealers against certain
liabilities, including liabilities under the Securities Act. Our agents,
underwriters and dealers, or their affiliates, may be customers of, engage in
transactions with or perform services for us or our subsidiaries and affiliates,
in the ordinary course of business.
15
<Page>
We may authorize our agents and underwriters to solicit offers by certain
institutions to purchase our securities at the public offering price under
delayed delivery contracts.
- If we use delayed delivery contracts, we will disclose that we are using
them in the prospectus supplement and will tell you when we will demand
payment and delivery of the securities under the delayed delivery
contracts.
- These delayed delivery contracts will be subject only to the conditions
that we set forth in the prospectus supplement.
- We will indicate in our prospectus supplement the commission that
underwriters and agents soliciting purchases of our securities under
delayed contracts will be entitled to receive.
Any of our broker-dealer subsidiaries or affiliates, including CSFB Corp.,
may use this prospectus and our prospectus supplements in connection with offers
and sales of our securities in connection with market-making transactions by and
through our broker-dealer subsidiaries or affiliates, including CSFB Corp., at
prices that relate to the prevailing market prices of our securities at the time
of the sale or otherwise. Any of our broker-dealer subsidiaries and affiliates,
including CSFB Corp., may act as principal or agent in these transactions. None
of our broker-dealer subsidiaries and affiliates has any obligation to make a
market in any of our offered securities and may discontinue any market-making
activities at any time without notice, at its sole discretion.
LEGAL MATTERS
David M. Brodsky, Esq., our General Counsel, will pass upon the validity of
our securities and certain other legal matters in connection with our offering
of our securities. Cleary, Gottlieb, Steen & Hamilton, New York, New York, will
pass upon certain legal matters for any agents or underwriters in connection
with our offering of our securities. Cleary, Gottlieb, Steen & Hamilton provides
legal services to us and our subsidiaries and affiliates from time to time.
EXPERTS
We incorporate by reference into this prospectus and our registration
statement our consolidated financial statements and financial statement schedule
as of December 31, 2000 and 1999 and for each of the years in the three-year
period ended December 31, 2000. We have relied on the report of KPMG LLP,
independent certified public accountants, also incorporated by reference into
this prospectus and our registration statement, and upon their authority as
experts in accounting and auditing.
16
<Page>
PRINCIPAL OFFICE OF CREDIT SUISSE FIRST BOSTON (USA), INC.
Eleven Madison Avenue
New York, New York 10010
TRUSTEE
JPMorgan Chase Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
LUXEMBOURG PAYING AGENT AND TRANSFER AGENT
J.P. Morgan Bank Luxembourg S.A.
5 Rue Plartis/1
L-2338 Luxembourg
LUXEMBOURG STOCK EXCHANGE LISTING AGENT
Kredietbank S.A. Luxembourgeoise
43 Boulevard Royal
L-2955 Luxembourg
LEGAL ADVISERS
<Table>
<Caption>
To Credit Suisse First Boston (USA), Inc. To the Underwriters
as to United States Law as to United States Law
David M. Brodsky, Esq. Cleary, Gottlieb, Steen & Hamilton
General Counsel One Liberty Plaza
Credit Suisse First Boston (USA), Inc. New York, New York 10006
Eleven Madison Avenue
New York, New York 10010
</Table>
INDEPENDENT AUDITORS TO CREDIT SUISSE FIRST BOSTON (USA), INC.
KPMG LLP
757 Third Avenue
New York, New York 10017