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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

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

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For the quarter ended March 31, 2002

Commission File Number: 1-6862

Credit Suisse First Boston (USA), Inc.(Exact name of registrant as specified in its charter)

Delaware

13-1898818(State or other jurisdiction of
incorporation or organization)

(I.R.S. employer identification no.)Eleven Madison Avenue
New York, N.Y.

10010(Zip Code)(Address of principal executive offices)(212) 325-2000(Registrant's telephone number, including area code)


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

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

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

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CREDIT SUISSE FIRST BOSTON (USA), INC.        Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2002        TABLE OF CONTENTS

|        |  |                       |  |                                                                                                                                      |  | Number
Page
|------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------ |  | -----------
|PART I  |  | FINANCIAL INFORMATION |  |                                                                                                                                     
|        |  | Item 1.               |  | Financial Statements                                                                                                                 |  |            
|        |  |                       |  | Condensed Consolidated Statements of Financial Condition at March 31, 2002 and December 31, 2001 (Unaudited)                         |  | 2          
|        |  |                       |  | Condensed Consolidated Statements of Income for the three months ended March 31, 2002 and 2001 (Unaudited)                           |  | 4          
|        |  |                       |  | Condensed Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 2001, and 2002 (Unaudited) |  | 5          
|        |  |                       |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2002 and 2001 (Unaudited)                       |  | 6          
|        |  |                       |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                                     |  | 8          
|        |  | Item 2.               |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                |  | 25         
|        |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                                                           |  | 40         
|PART II |  | OTHER INFORMATION     |  |                                                                                                                                     
|        |  | Item 1.               |  | Legal Proceedings                                                                                                                    |  | 41         
|        |  | Item 2.               |  | Omitted Pursuant to General Instruction H                                                                                            |  | 43         
|        |  | Item 3.               |  | Omitted Pursuant to General Instruction H                                                                                            |  | 43         
|        |  | Item 4.               |  | Omitted Pursuant to General Instruction H                                                                                            |  | 43         
|        |  | Item 5.               |  | Other Information                                                                                                                    |  | 43         
|        |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                                                     |  | 44         
|        |  | Signature             |  | 45                                                                                                                                  

1

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CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES        Condensed Consolidated Statements of Financial Condition        (Unaudited)        (In millions)

|                                                                                                            |                                                                                                               | March 31,
2002 |         | December 31,
2001
|----------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | -------------- | ------- | -----------------
|ASSETS                                                                                                     
|Cash and cash equivalents                                                                                   |                                                                                                               | $              | 1,567   |                  
|Cash and securities segregated for regulatory purposes or deposited with clearing organizations             |                                                                                                               |                | 6,424   |                  
|Collateralized short-term agreements:                                                                       |                                                                                                               |                |         |                  
|                                                                                                            | Securities purchased under agreements to resell                                                               |                |         | 42,358           
|                                                                                                            | Securities borrowed                                                                                           |                |         | 72,872           
|Receivables:                                                                                                |                                                                                                               |                |         |                  
|                                                                                                            | Customers                                                                                                     |                |         | 8,646            
|                                                                                                            | Brokers, dealers and other                                                                                    |                |         | 15,089           
|Financial instruments owned:                                                                                |                                                                                                               |                |         |                  
|                                                                                                            | U.S. government and agencies (includes securities pledged as collateral of $27,001 and $21,639, respectively) |                |         | 31,291           
|                                                                                                            | Corporate debt (includes securities pledged as collateral of $9,987 and $9,765, respectively)                 |                |         | 13,434           
|                                                                                                            | Mortgage whole loans (includes loans pledged as collateral of $6,117 and $4,997, respectively)                |                |         | 7,344            
|                                                                                                            | Equities (includes securities pledged as collateral of $5,129 and $5,917, respectively)                       |                |         | 11,029           
|                                                                                                            | Commercial paper                                                                                              |                |         | 1,031            
|                                                                                                            | Private equity and other long-term investments                                                                |                |         | 854              
|                                                                                                            | Derivative contractstrading                                                                                  |                |         | 1,490            
|                                                                                                            | Other                                                                                                         |                |         | 2,384            
|Net deferred tax asset                                                                                      |                                                                                                               |                | 1,721   |                  
|Office facilities at cost (net of accumulated depreciation and amortization of $674 and $683, respectively) |                                                                                                               |                | 623     |                  
|Goodwill and intangibles                                                                                    |                                                                                                               |                | 309     |                  
|Loans receivable from parent and affiliates                                                                 |                                                                                                               |                | 11,910  |                  
|Other assets and deferred amounts                                                                           |                                                                                                               |                | 2,310   |                  
|                                                                                                            |                                                                                                               |                |         |                  
|Total Assets                                                                                                |                                                                                                               | $              | 232,686 |                  
|                                                                                                            |                                                                                                               |                |         |                  

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

2

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CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES        Condensed Consolidated Statements of Financial Condition        (Unaudited)        (In millions, except share data)

|                                                                                                                                                           |                                                | March 31,
2002             |         | December 31,
2001 |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------- | -------------------------- | ------- | ----------------- | -------
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                       |                                               
|Commercial paper and short-term borrowings                                                                                                                 |                                                | $                          | 16,309  |                   | $      
|Collateralized short-term financings:                                                                                                                      |                                                |                            |         |                   |        
|                                                                                                                                                           | Securities sold under agreements to repurchase |                            |         | 100,184           |        
|                                                                                                                                                           | Securities loaned                              |                            |         | 28,409            |        
|Payables:                                                                                                                                                  |                                                |                            |         |                   |        
|                                                                                                                                                           | Customers                                      |                            |         | 11,248            |        
|                                                                                                                                                           | Brokers, dealers and other                     |                            |         | 11,960            |        
|Financial instruments sold not yet purchased:                                                                                                              |                                                |                            |         |                   |        
|                                                                                                                                                           | U.S. government and agencies                   |                            |         | 24,564            |        
|                                                                                                                                                           | Corporate debt                                 |                            |         | 2,945             |        
|                                                                                                                                                           | Equities                                       |                            |         | 3,422             |        
|                                                                                                                                                           | Derivative contracts-trading                   |                            |         | 1,353             |        
|                                                                                                                                                           | Other                                          |                            |         | 599               |        
|Obligation to return securities received as collateral                                                                                                     |                                                |                            | 686     |                   |        
|Accounts payable and accrued expenses                                                                                                                      |                                                |                            | 2,354   |                   |        
|Other liabilities                                                                                                                                          |                                                |                            | 1,655   |                   |        
|Long-term borrowings                                                                                                                                       |                                                |                            | 19,557  |                   |        
|                                                                                                                                                           |                                                |                            |         |                   |        
|                                                                                                                                                           |                                                | Total liabilities          |         |                   | 225,245
|                                                                                                                                                           |                                                |                            |         |                   |        
|Stockholders' Equity:                                                                                                                                      |                                                |                            |         |                   |        
|Preferred stock, 50,000,000 shares authorized:
Series B Preferred Stock, at $50.00 per share liquidation preference (90,000 shares issued and outstanding) |                                                |                            | 5       |                   |        
|Common Stock, ($0.10 par value; 50,000 shares authorized; 1,100 shares issued and outstanding)                                                             |                                                |                            |        |                   |        
|Paid-in capital                                                                                                                                            |                                                |                            | 6,260   |                   |        
|Retained earnings                                                                                                                                          |                                                |                            | 1,244   |                   |        
|Accumulated other comprehensive loss                                                                                                                       |                                                |                            | (68     | )                 |        
|                                                                                                                                                           |                                                |                            |         |                   |        
|                                                                                                                                                           |                                                | Total stockholders' equity |         |                   | 7,441  
|                                                                                                                                                           |                                                |                            |         |                   |        
|Total Liabilities and Stockholders' Equity                                                                                                                 |                                                | $                          | 232,686 |                   | $      
|                                                                                                                                                           |                                                |                            |         |                   |        

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

3

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CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES        Condensed Consolidated Statements of Income        (Unaudited)        For the Three Months Ended March 31, 2002
and 2001        (In millions)

|                                                                                                    |                                                                                    | 2002               |     | 2001 
|--------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | ------------------ | --- | -----
|Revenues:                                                                                           |                                                                                    |                    |     |      
|                                                                                                    | Principal transactionsnet                                                         |                    | $   | 94   
|                                                                                                    | Investment banking and advisory                                                    |                    |     | 740  
|                                                                                                    | Commissions                                                                        |                    |     | 384  
|                                                                                                    | Interest and dividends, net of interest expense of $1,356 and $3,300, respectively |                    |     | 425  
|                                                                                                    | Other                                                                              |                    |     | 534  
|                                                                                                    |                                                                                    |                    |     |      
|                                                                                                    |                                                                                    | Total net revenues |     |      
|                                                                                                    |                                                                                    |                    |     |      
|Expenses:                                                                                           |                                                                                    |                    |     |      
|                                                                                                    | Employee compensation and benefits                                                 |                    |     | 1,042
|                                                                                                    | Occupancy and equipment rental                                                     |                    |     | 142  
|                                                                                                    | Brokerage, clearing, and exchange fees                                             |                    |     | 71   
|                                                                                                    | Communications                                                                     |                    |     | 62   
|                                                                                                    | Professional fees                                                                  |                    |     | 58   
|                                                                                                    | Merger-related costs                                                               |                    |     | 91   
|                                                                                                    | Other operating expenses                                                           |                    |     | 163  
|                                                                                                    |                                                                                    |                    |     |      
|                                                                                                    |                                                                                    | Total expenses     |     |      
|                                                                                                    |                                                                                    |                    |     |      
|Income before provision for income taxes, and cumulative effect of a change in accounting principle |                                                                                    |                    | 548 |      
|                                                                                                    |                                                                                    |                    |     |      
|Provision for income taxes                                                                          |                                                                                    |                    | 195 |      
|                                                                                                    |                                                                                    |                    |     |      
|Income before cumulative effect of a change in accounting principle                                 |                                                                                    |                    | 353 |      
|                                                                                                    |                                                                                    |                    |     |      
|Cumulative effect of a change in accounting principle, net of tax provision of $0.3                 |                                                                                    |                    |    |      
|                                                                                                    |                                                                                    |                    |     |      
|Net income                                                                                          |                                                                                    | $                  | 353 |      
|                                                                                                    |                                                                                    |                    |     |      

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

4

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CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES        Condensed Consolidated Statements of Changes in Stockholders' Equity        (Unaudited)        For the Three Months
Ended March 31, 2001 and March 31, 2002        (In millions)

|                                                        |                            | Preferred
Stock |     | CSFB
(USA)
Common
Stock |   | CSFBdirectCommon
Stock |   | Paid-in
Capital |   | Retained
Earnings |   | Accumulated
Other
Comprehensive
Income (loss) |   | Total |      
|------------------------------------------------------- | -------------------------- | --------------- | --- | ----------------------- | - | ---------------------- | - | --------------- | - | ----------------- | - | --------------------------------------------- | - | ----- | -----
|Balances at December 31, 2000                           |                            | $               | 375 |                         | $ |                       |   | $               | 2 |                   | $ | 5,072                                         |   | $     | 1,064
|Net income                                              |                            |                 |    |                         |   |                       |   |                 |  |                   |   |                                              |   |       | 303  
|Translation adjustment                                  |                            |                 |    |                         |   |                       |   |                 |  |                   |   |                                              |   |       |     
|Change in accounting principle (SFAS 133)               |                            |                 |    |                         |   |                       |   |                 |  |                   |   |                                              |   |       |     
|                                                        |                            |                 |     |                         |   |                        |   |                 |   |                   |   |                                               |   |       |      
|                                                        | Total comprehensive income |                 |     |                        |   |                        |  |                 |   |                  |   |                                               |  |       |      
|                                                        |                            |                 |     |                         |   |                        |   |                 |   |                   |   |                                               |   |       |      
|Capital contribution of CSFB Capital Holdings, Inc.     |                            |                 |    |                         |   |                       |   |                 |  |                   |   | 34                                            |   |       |     
|Dividends:                                              |                            |                 |     |                         |   |                        |   |                 |   |                   |   |                                               |   |       |      
|                                                        | Preferred stock            |                 |     |                        |   |                        |  |                 |   |                  |   |                                               |  |       |      
|CSG Share Plan Activity                                 |                            |                 |    |                         |   |                       |   |                 |  |                   |   | 274                                           |   |       |     
|                                                        |                            |                 |     |                         |   |                        |   |                 |   |                   |   |                                               |   |       |      
|Balances at March 31, 2001                              |                            | $               | 375 |                         | $ |                       |   | $               | 2 |                   | $ | 5,380                                         |   | $     | 1,362
|                                                        |                            |                 |     |                         |   |                        |   |                 |   |                   |   |                                               |   |       |      
|Balances at December 31, 2001                           |                            |                 | 5   |                         |   |                       |   |                 |  |                   |   | 6,064                                         |   |       | 891  
|Net income                                              |                            |                 |    |                         |   |                       |   |                 |  |                   |   |                                              |   |       | 353  
|Foreign currency translation adjustment                 |                            |                 |    |                         |   |                       |   |                 |  |                   |   |                                              |   |       |     
|Decrease in pension liability, net of tax expense of $3 |                            |                 |    |                         |   |                       |   |                 |  |                   |   |                                              |   |       |     
|                                                        |                            |                 |     |                         |   |                        |   |                 |   |                   |   |                                               |   |       |      
|                                                        | Total comprehensive income |                 |     |                        |   |                        |  |                 |   |                  |   |                                               |  |       |      
|                                                        |                            |                 |     |                         |   |                        |   |                 |   |                   |   |                                               |   |       |      
|CSG Share Plan Activity                                 |                            |                 |    |                         |   |                       |   |                 |  |                   |   | 196                                           |   |       |     
|                                                        |                            |                 |     |                         |   |                        |   |                 |   |                   |   |                                               |   |       |      
|Balances at March 31, 2002                              |                            | $               | 5   |                         | $ |                       |   | $               |  |                   | $ | 6,260                                         |   | $     | 1,244
|                                                        |                            |                 |     |                         |   |                        |   |                 |   |                   |   |                                               |   |       |      

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

5

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CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES        Condensed Consolidated Statements of Cash Flows        (Unaudited)        For the Three Months Ended March 31,
2002 and 2001        (In millions)

|                                      |                                                                               | 2002                                                                                            |         | 2001 |       
|------------------------------------- | ----------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ------- | ---- | ------
|Cash flows from operating activities: |                                                                               |                                                                                                 |         |      |       
|                                      | Net income                                                                    |                                                                                                 | $       | 353  |       
|                                      | Adjustments to reconcile net income to net cash used in operating activities: |                                                                                                 |         |      |       
|                                      |                                                                               | Net pre-tax gain on sale of broker dealer subsidiaries                                          |         |      | (528  
|                                      |                                                                               | Depreciation and amortization                                                                   |         |      | 48    
|                                      |                                                                               | CSG Share Plan activity                                                                         |         |      | 196   
|                                      |                                                                               | Deferred taxes                                                                                  |         |      | 84    
|                                      |                                                                               | Decrease in unrealized appreciation of private equity and other long-term investments           |         |      | 38    
|                                      |                                                                               | Foreign currency translation adjustment                                                         |         |      | (1    
|                                      |                                                                               | Cumulative effect of a change in accounting principle                                           |         |      |      
|                                      | (Increase) decrease in operating assets:                                      |                                                                                                 |         |      |       
|                                      |                                                                               | Cash and securities segregated for regulatory purposes or deposited with clearing organizations |         |      | (17   
|                                      |                                                                               | Securities purchased under agreements to resell                                                 |         |      | 7,439 
|                                      |                                                                               | Securities borrowed                                                                             |         |      | (4,640
|                                      |                                                                               | Receivables from customers                                                                      |         |      | (3,906
|                                      |                                                                               | Receivables from brokers, dealers and other                                                     |         |      | (3,342
|                                      |                                                                               | Financial instruments owned                                                                     |         |      | (15   
|                                      |                                                                               | Other assets and deferred amounts                                                               |         |      | (30   
|                                      | Increase (decrease) in operating liabilities:                                 |                                                                                                 |         |      |       
|                                      |                                                                               | Securities sold under agreements to repurchase                                                  |         |      | (7,439
|                                      |                                                                               | Securities loaned                                                                               |         |      | 1,304 
|                                      |                                                                               | Payables to customers                                                                           |         |      | (345  
|                                      |                                                                               | Payables to brokers, dealers and other                                                          |         |      | (870  
|                                      |                                                                               | Financial instruments sold not yet purchased                                                    |         |      | 2,151 
|                                      |                                                                               | Obligation to return securities received as collateral                                          |         |      | (348  
|                                      |                                                                               | Accounts payable and accrued expenses                                                           |         |      | (1,922
|                                      |                                                                               | Other liabilities                                                                               |         |      | (1,268
|                                      |                                                                               |                                                                                                 |         |      |       
|Net cash used in operating activities |                                                                               | $                                                                                               | (13,058 | )    | $     
|                                      |                                                                               |                                                                                                 |         |      |       

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

6

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CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES        Condensed Consolidated Statements of Cash Flows        (Unaudited)        For the Three Months Ended March 31,
2002 and 2001        (In millions)

|                                                    |                                                                      | 2002                                                        |                                  | 2001 |       
|--------------------------------------------------- | -------------------------------------------------------------------- | ----------------------------------------------------------- | -------------------------------- | ---- | ------
|Cash flows from investing activities:               |                                                                      |                                                             |                                  |      |       
|                                                    | Net (payments for) proceeds from:                                    |                                                             |                                  |      |       
|                                                    |                                                                      | Loans receivable from parent and affiliates                 |                                  | $    | (4,477
|                                                    |                                                                      | Capital contribution of CSFB Capital Holdings, Inc.         |                                  |      |      
|                                                    |                                                                      | Purchases of private equity and other long-term investments |                                  |      | (78   
|                                                    |                                                                      | Sales of private equity and other long-term investments     |                                  |      | 149   
|                                                    |                                                                      | Office facilities                                           |                                  |      | 109   
|                                                    |                                                                      | Sale of broker-dealer subsidiaries                          |                                  |      | 674   
|                                                    |                                                                      | Purchase of subsidiary                                      |                                  |      | (70   
|                                                    |                                                                      | Other assets                                                |                                  |      | (51   
|                                                    |                                                                      |                                                             |                                  |      |       
|Net cash (used in) provided by investing activities |                                                                      |                                                             | (3,744                           | )    |       
|                                                    |                                                                      |                                                             |                                  |      |       
|Cash flows from financing activities:               |                                                                      |                                                             |                                  |      |       
|                                                    | Net proceeds from (payments for):                                    |                                                             |                                  |      |       
|                                                    |                                                                      | Short-term financings                                       |                                  |      | 12,825
|                                                    |                                                                      | Senior notes                                                |                                  |      | 1,964 
|                                                    |                                                                      | Medium-term notes                                           |                                  |      | 1,926 
|                                                    |                                                                      | Structured notes                                            |                                  |      | 9     
|                                                    |                                                                      | Other long-term borrowings                                  |                                  |      | (5    
|                                                    |                                                                      | Cash dividends                                              |                                  |      |      
|                                                    |                                                                      | Other assets                                                |                                  |      | (16   
|                                                    |                                                                      |                                                             |                                  |      |       
|Net cash provided by financing activities           |                                                                      |                                                             | 16,703                           |      |       
|                                                    |                                                                      |                                                             |                                  |      |       
|Increase (decrease) in cash and cash equivalents    |                                                                      |                                                             | (99                              | )    |       
|Cash and cash equivalents at beginning of period    |                                                                      |                                                             | 1,666                            |      |       
|                                                    |                                                                      |                                                             |                                  |      |       
|Cash and cash equivalents at end of period          |                                                                      | $                                                           | 1,567                            |      | $     
|                                                    |                                                                      |                                                             |                                  |      |       
|Supplemental statement of cash flows information:   |                                                                      |                                                             |                                  |      |       
|                                                    | Supplemental schedule of noncash investing and financing activities: |                                                             |                                  |      |       
|                                                    |                                                                      | Capital contribution of CSFB Capital Holdings, Inc.         |                                  |      |       
|                                                    |                                                                      |                                                             | Fair value of assets contributed |      |       
|                                                    |                                                                      |                                                             | Less: liabilities assumed        |      |       
|                                                    |                                                                      |                                                             |                                  |      |       
|                                                    |                                                                      | Capital contribution of CSFB Capital Holdings, Inc.         |                                  |      |       
|                                                    |                                                                      |                                                             |                                  |      |       

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

7

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CREDIT SUISSE FIRST BOSTON (USA), INC. AND SUBSIDIARIES        Notes to Condensed Consolidated Financial Statements (Unaudited)        March 31, 2002

1.    Summary of Significant Accounting Policies

The condensed consolidated financial statements include Credit Suisse First Boston (USA), Inc. and its subsidiaries (the "Company"). All significant
intercompany balances and transactions have been eliminated. The Company is a wholly owned subsidiary of Credit Suisse First Boston, Inc. ("CSFBI") and was acquired on November 3, 2000
(the "Acquisition"). No adjustments of the historical carrying values of the Company's assets and liabilities to reflect the Acquisition by CSFBI were recorded in the Company's historical consolidated
financial statements. Similarly, although the Acquisition gave rise to goodwill, none of this goodwill was "pushed down" to the Company. For further discussion of the Acquisition, see the Company's
Annual Report on Form 10-K for the years ended December 31, 2001 and 2000.

Certain
financial information that is normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of
America but is not required for interim reporting purposes has been condensed or omitted. These condensed consolidated financial statements reflect, in the opinion of management, all adjustments
(consisting of normal, recurring accruals), which are necessary for a fair presentation of the condensed consolidated statements of financial condition and income for the interim periods presented.

The
results of operations for interim periods are not necessarily indicative of results for the entire year. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the years ended December 31, 2001 and 2000.

To
prepare condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, management must estimate certain
amounts that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenues and expenses. Actual results could differ from
those estimates.

In
June 2001, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141"),
which requires that all business combinations initiated after June 30, 2001 be accounted for under the purchase method of accounting. The pooling of interest method will no longer be permitted.
The Company previously adopted SFAS 141 for all business combinations initiated after June 30, 2001. Effective January 1, 2002, the Company adopted the remaining provisions of SFAS 141.

In
June 2001, the FASB issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), which requires that goodwill
be reviewed for impairment instead of being amortized to earnings. The statement is effective for fiscal years beginning after December 15, 2001. Effective January 1, 2002, the Company adopted
SFAS 142. The Company is currently evaluating the impact of SFAS 142 with respects to the Standard's goodwill impairment provisions. See Note 15.

In
June 2001, the FASB issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143"), which addresses the
financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement is effective for
fiscal years beginning after June 15, 2002.

In
October 2001, the FASB issued Statement of Financial Accounting Standards No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets"
("SFAS 144"), which replaces FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of".

8

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SFAS 144 requires that long-lived assets which are "held for sale" be measured at the lower of carrying amount or fair value less cost to sell and also broadens the reporting
requirements for discontinued operations. This statement is effective for fiscal years beginning after December 15, 2001, and is to be applied prospectively. Effective January 1, 2002, the
Company adopted SFAS 144.

The
Company is included in the consolidated federal income tax return and combined state and local income tax returns filed by CSFBI. CSFBI allocates federal, state and local income
taxes to its subsidiaries on a separate return basis. Prior to the Acquisition, the Company filed its own U.S. consolidated federal income tax return.

In
the first quarter of 2002 the Company sold three of its broker-dealers, CSFBdirectLLC,
DLJdirectLtd. and Autranet, LLC. As a result, the Company recorded a pre-tax gain of $528 million in the quarter ended
March 31, 2002.

Certain
reclassifications have been made to prior year condensed consolidated financial statements to conform to the 2002 presentation.

2.    Restructuring Costs and Merger-Related Costs

As of March 31, 2002, all significant restructuring initiatives contemplated in the Acquisition have been completed. During the quarter ended
March 31, 2002, restructuring costs of approximately $4 million were paid. All components of restructuring costs were funded from working capital and did not require any incremental
funding source.

Merger-related
costs represent retention awards related to the Acquisition, which are being expensed over the vesting period. The vesting period is generally three years. The remaining
retention awards of $447 million at March 31, 2002 are expected to be charged against earnings in the following periods:

Amounts to be
Charged(In millions)2002 (remaining 9 months)

$
2472003


1802004


20$
447


3.    Related Party Transactions

Credit Suisse Group ("CSG"), through CSFBI, owns all of our outstanding voting common stock. The Company is involved in significant financing and other
transactions, and has significant related party balances, with CSG and certain of its subsidiaries and affiliates. The Company enters into these transactions in the ordinary course of business and
believes that the terms of these transactions are on

9

---

market terms that could be obtained from unrelated third parties. The following table sets forth related party assets and liabilities:

March 31,
2002

December 31,
2001(In millions)Securities purchased under agreements to resell

$
6,614

$
2,740Securities borrowed


2,048


1,552Receivables from brokers, dealers and other


65


(507
)Taxes receivable


382


8Loans receivable


11,910


7,433Total Assets


21,019


11,226Securities sold under agreements to repurchase


17,323


13,994Securities loaned


16,314


12,604Loans and notes payable


14,763


7,059Payables to brokers, dealers and other


798


1,732Taxes payable


721


730Intercompany payables


62


598Total Liabilities


49,981


36,717Net

$
28,962

$
25,491


Included
in these related party transactions are revenues and expenses resulting from various securities trading, investment banking and financing activities with certain affiliates, as
well as fees for administrative services performed by the Company under the terms of a management fee arrangement. Management fees are treated as a reduction of expenses in the condensed consolidated
statements of income.

The
following table sets forth related party revenues and expenses:

Three Months EndedMarch 31,
2002

March 31,
2001(In millions)Commissions

$
(2
)
$
(1
)Interest Income


46


103Total Revenues


44


102Interest Expense


165


628Total Expenses


165


628


Pursuant
to an agreement, the Company sold at cost, without recourse, to CSFBI the right, title and interest in certain assets aggregating $213.8 million and $216.2 million
at March 31, 2002 and December 31, 2001, respectively.

10

---

The
CSG Share Plan (the "Plan") provides for equity-based awards to the Company's employees based on CSG registered shares. Pursuant to the Plan, employees of the Company may be granted,
as compensation, stock or other equity based awards. The provisions of the Plan include a provision to deliver CSG registered shares to the employees as consideration for services performed. To the
extent that CSFBI does not require reimbursement from the Company for these awards, amounts are considered a capital contribution to the Company and credited to paid-in capital.

As
part of our securitization activities, the Company sells mortgage whole loans to affiliates at market value. The affiliates then securitize these assets. For the three months ended
March 31, 2002, the Company sold approximately $6.7 billion of mortgage whole loans to affiliates.

4.    Income Taxes

The Company is included in a consolidated federal income tax return and combined New York State and New York City income tax returns filed by CSFBI. CSFBI
allocates federal, state and city income taxes to its subsidiaries on a separate return basis. Any resulting liability is paid currently to CSFBI. Any credits for losses will be paid by CSFBI to the
Company to the extent that such credits are for tax benefits that have been utilized in the consolidated federal or combined state and city income tax return. CSFBI allocated current tax expense of
$111 million to the Company for the three months ended March 31, 2002.

The
following table summarizes the difference between the "expected" tax provision, which is computed by applying the statutory tax rate to income before provision for income taxes and
the effective provision for income taxes, which is computed by using the effective tax rate for the three months ended March 31, 2002 and 2001:

Three Months EndedMarch 31, 2002

March 31, 2001Amount

Percent of
Pre-tax
Income

Amount

Percent of
Pre-tax
Income(In millions)



(In millions)Computed "expected" tax provision

$
192

35.0
%
$
161

35.0
%Increase (decrease) due to:Dividend exclusion


(6
)
(1.1
)

(10
)
(2.3
)Entertainment expense


1

0.3


3

0.7Goodwill amortization







2

0.5Other


7

1.3


3

0.6State and local taxes, net of federal income tax effects


1

0.1


(2
)
(0.3
)Provision for income taxes

$
195

35.6
%
$
157

34.2
%


11

---

Deferred
tax assets and deferred tax liabilities are generated by the following temporary differences:

March 31,
2002

December 31,
2001(In millions)Deferred tax assets:Inventory

$
7

$
8Investments


353


319Other liabilities and accrued expenses, primarily compensation and benefits


1,492


1,630Office facilities


21


21Net operating loss carryforward





373State and local taxes


48


62Total deferred tax assets


1,921


2,413Deferred tax liabilities:Inventory


(58
)

(58
)Investments


(62
)

(63
)Office facilities


(6
)

(6
)Other


(26
)

(24
)Total deferred tax liabilities


(152
)

(151
)Deferred tax assets net of deferred tax liabilities


1,769


2,262Valuation allowance for state and local taxes


(48
)

(62
)Net deferred tax asset

$
1,721

$
2,200


Management
has determined that the realization of the recognized gross deferred tax asset of $1.9 billion and $2.4 billion at March 31, 2002 and December 31,
2001, respectively, is more likely than not based on anticipated future taxable income. In addition, for federal income tax purposes, the Company has planning strategies available, which may enhance
its ability to utilize these tax benefits. However, if estimates of future taxable income are reduced, the amount of the deferred tax asset considered realizable could also be reduced. In addition,
due to uncertainty concerning the Company's ability to generate the necessary amount and mix of state and local taxable income in future periods, the Company continues to maintain a valuation
allowance against its deferred state and local tax asset in the amount of $48 million and $62 million, at March 31, 2002 and December 31, 2001, respectively.

5.    Transfers and Servicing of Financial Assets and Extinguishments of Liabilities

As of March 31, 2002 and December 31, 2001, the fair market value of assets that the Company has pledged to counterparties were
$157.1 billion and $143.5 billion, respectively, of which $48.2 billion and $42.3 billion, respectively, are included in financial instruments owned. The Company has also
received similar assets as collateral where it has the right to re-pledge or sell the assets. As of March 31, 2002 and December 31, 2001, the fair market value of the assets
pledged to the Company were $149.7 billion and $135.2 billion, respectively. The Company routinely re-pledges or lends these assets to third parties.

12

---

The
Company enters into various transactions whereby commercial and residential mortgages are sold to qualifying entities or special purpose entities and securitized. Beneficial
interests in those entities are sold to investors. The investors and the securitization entities have no recourse to the Company's assets. At March 31, 2002 and 2001, the Company did not retain
any interest in the securitized assets. For the three months ended March 31, 2002, the Company sold $3 billion in residential mortgages in securitization transactions. For the quarter
ended March 31, 2002 net loss recognized on these transactions was $15 million. For the quarter ended March 31, 2001, the Company sold $2.1 billion in residential mortgages
and $881.7 million in commercial mortgages in securitization transactions. For the quarter ended March 31, 2001 net gains recognized on these transactions were $4.6 million and
$17.0 million, respectively.

6.    Borrowings

Short-term borrowings are generally demand obligations with interest approximating the Federal Funds rate, LIBOR or other money market indices. Such
borrowings are generally used to facilitate the securities settlement process, to finance securities inventories, and to finance securities purchased by customers on margin.

At
March 31, 2002 and December 31, 2001, there were no borrowings secured by Company-owned securities.

The
Company has two commercial paper programs totaling $7.0 billion, which are exempt from registration under the Securities Act of 1933. At March 31, 2002 and
December 31, 2001, $1.1 billion and $1.2 billion, respectively, of commercial paper was outstanding under these programs.

Long-term
borrowings:

March 31,
2002

December 31,
2001(In millions)Senior notes 5.875%8.00%, due various dates through 2012

$
9,512

$
7,548Medium-term notes 0.625%7.49%, due various dates through 2021


9,739


7,813Structured borrowings 6.909%7.41%, due various dates through 2007


306


297Other





5Total long-term borrowings

$
19,557

$
15,663Current maturities of long-term borrowings

$
3,847

$
4,028


At
March 31, 2002 and December 31, 2001, the Company had no borrowings outstanding under its $3.5 billion revolving credit facility available to the Company and
CSFBI as borrowers.

For
the three months ended March 31, 2002 and 2001 interest paid on all borrowings and financing arrangements was $1.4 billion and $3.3 billion, respectively. At
March 31, 2002 and December 31, 2001, the

13

---

Company had entered into interest rate and currency swaps on $5.4 billion and $3.3 billion, respectively of its senior and medium-term notes.

During
the quarter ended March 31, 2002, the Company issued $1.9 billion of medium-term notes off its $10.5 billion shelf registration, maturing on
various dates through 2007, and $217 million of medium-term notes off its $5.0 billion Euro medium-term note program, maturing on various dates through 2007.

On
January 11, 2002, the Company also issued $2.0 billion of 6.5% senior notes due 2012 under its shelf registration statement.

In
April 2002, the Company issued $2.5 billion of senior notes, $300 million of medium-term notes and $605 million of Euro medium-term
notes maturing on various dates through 2032.

In
April 2002, the Company filed a new $10 billion shelf registration statement with the SEC, which has been declared effective and which allows the Company to issue from
time to time senior and subordinated debt securities and warrants to purchase such securities.

7.    Private equity and other long-term investments

Private equity and other long-term investment activities include direct investments and investments in partnerships that make private equity and
related investments in various portfolio companies and funds. The Company's subsidiaries act as general partner for many of these private equity partnerships. These investments are carried at
estimated fair value in the condensed consolidated financial statements. These instruments are primarily in unlisted or illiquid equity or equity-related securities. At March 31, 2002, and
December 31, 2001, the Company had investments of $854 million and $963 million,
respectively and had commitments to invest up to an additional $2.3 billion and $1.7 billion, respectively. The cost of these investments was $1.1 billion and $1.2 billion
at March 31, 2002, and December 31, 2001, respectively. In the three months ended March 31, 2002 and 2001, net unrealized appreciation of private equity and other
long-term investments decreased by $38 million and $32 million, respectively. Changes in net unrealized (depreciation) appreciation arising from changes in fair value or upon
realization are reflected in principal transactions-net in the condensed consolidated statements of income.

8.    Net Capital

The Company's principal wholly owned subsidiaries, Donaldson, Lufkin & Jenrette Securities Corp. ("DLJSC") and Credit Suisse First Boston Corp. ("CSFB
Corp."), are registered broker-dealers, registered futures commission merchants and member firms of The New York Stock Exchange, Inc. (the "NYSE"). As such, they are subject to the NYSE's net
capital rule, which conforms to the Uniform Net Capital Rule pursuant to Rule 15c3-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under the alternative
method permitted by this rule, the required net capital may not be less than two percent of aggregate debit balances arising from customer transactions or four percent of segregated funds, whichever
is greater. If a member firm's capital is less than four percent of aggregate debit balances, the NYSE may require the firm to reduce its business. If a member firm's net capital is less than five
percent of aggregate debit balances, the NYSE may prevent the firm from expanding its business and declaring cash dividends. At March 31, 2002, DLJSC's and CSFB Corp.'s net capital of
approximately $975 million and $2.8 billion, respectively, was 15.5 percent and 52.4 percent, respectively, of aggregate

14

---

debit balances and in excess of the minimum requirement by approximately $850 million and $2.7 billion, respectively.

The
Company's London-based broker-dealer subsidiaries are subject to the requirements of the Financial Services Authority. The Company's broker-dealer lite entity, Credit Suisse First
Boston Capital LLC, is also subject to the uniform net capital rule, but calculates its net capital requirements under Appendix F of SEC Rule 15c3-1. Other U.S. and foreign
broker-dealer subsidiaries of the Company are subject to net capital requirements of their respective regulatory agencies. At March 31, 2002, the Company and its broker-dealer subsidiaries
complied with all applicable regulatory capital adequacy requirements.

9.    Cash and Securities Segregated Under Federal and Other Regulations

In compliance with the Commodities Exchange Act, the Company segregates funds deposited by customers and funds accruing to customers as a result of trades or
contracts. As of March 31, 2002 and December 31, 2001, cash and securities aggregating $1.7 billion and $1.0 billion, respectively, were segregated or secured in separate
accounts on behalf of customers.

In
accordance with the Securities and Exchange Commission's no action letter dated November 3, 1998, the Company computed a reserve requirement for the proprietary accounts of
introducing broker-dealers. As of March 31, 2002, no securities were required to be segregated on behalf of introducing broker-dealers. At December 31, 2001 securities aggregating
$40.4 million were segregated on behalf of introducing broker-dealers.

In
addition, U.S. Treasury securities with a market value of $4.7 billion and $5.3 billion, as of March 31, 2002 and December 31, 2001, respectively, were
segregated in a special reserve bank account to benefit customers as required by Rule 15c3-3 of the Securities and Exchange Commission.

10.    Derivative Contracts

As of March 31, 2002, the only hedges that the Company has that qualify for hedge accounting under Statement of Financial Accounting Standards No.133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") are fair value hedges of fixed rate debt for which derivatives hedge the fair value of the debt. These derivatives
and other derivatives that do not qualify as hedges under SFAS 133, are carried at fair value with changes in value included in other revenues in the condensed consolidated statements of
income.

The
effectiveness of hedging relationships is evaluated using quantitative measures of correlation. If a hedge relationship is not found to be highly effective, it no longer qualifies as
a hedge and any subsequent gains or losses attributable to the hedged item cease to be recognized, while the subsequent changes in the derivative instrument's fair value are recognized in earnings, in
each reporting period. There were no gains or losses on derivatives that were excluded from the assessment of effectiveness during the three months ended March 31, 2002.

The
Company also enters into various transactions involving derivatives for trading purposes, hedging or to provide products for its clients. These derivatives include options, forwards,
futures and swaps.

15

---

Options

The Company writes option contracts specifically designed to meet customers' needs or for hedging purposes. These options do not expose the Company to credit risk
since the Company, not its counterparty, is obligated to perform. At the beginning of the contract period, the Company receives a cash premium. During the contract period, the Company bears the risk
of unfavorable changes in the value of the financial instruments underlying the options ("market risk"). To manage this market risk,
the Company purchases or sells cash or derivative financial instruments on a proprietary basis. Such purchases and sales may include debt and equity securities, forward and futures contracts and
options. The counterparties to these purchases and sales are reviewed to determine whether they are creditworthy.

The
Company also purchases options for trading purposes. With purchased options, the Company gets the right, for a fee, to buy or sell the underlying instrument at a fixed price on or
before a specified date. The underlying instruments for these options include mortgage-backed securities, equities, interest rates and foreign currencies. All options are reported at fair value, with
changes in unrealized gains and losses included in principal transactions-net, in the condensed consolidated statements of income.

Forwards and Futures

The Company enters into forward purchases and sales contracts for mortgage-backed securities and foreign currencies. In addition, the Company enters into futures
contracts on equity-based indices, foreign currencies and other financial instruments as well as options on futures contracts.

For
forward contracts, cash is generally not required at inception; cash equal to the contract value is required at settlement. For futures contracts, the original margin is required
generally in cash at inception; cash equal to the change in market value is required daily.

Since
forward contracts are subject to the financial reliability of the counterparty, the Company is exposed to credit risk. To monitor this credit risk, the Company limits transactions
with specific counterparties, reviews credit limits and adheres to internally established credit extension policies. For futures contracts and options on futures contracts, the change in the market
value is settled with a clearing broker in cash each day. As a result, the credit risk with the clearing broker is limited to the net positive change in the market value for a single day.

Swaps

The Company's swap agreements consist primarily of interest rate and equity swaps. Interest rate swaps are contractual agreements to exchange interest rate
payments based on agreed notional amounts and maturity.

Equity
swaps are contractual agreements to receive the appreciation or depreciation in value based on a specific strike price on an equity instrument in exchange for paying another rate,
which is usually based on index or interest rate movements.

16

---

Quantitative Disclosures for All Trading Derivatives

The fair values of derivative contracts, the majority of which are short-term in duration, outstanding at March 31, 2002 and
December 31, 2001 are as follows:

March 31, 2002

December 31, 2001Assets

Liabilities

Assets

Liabilities(In millions)Options

$
654

$
854

$
968

$
1,010Forward contracts


445


372


1,652


1,647Futures contracts


26


53


103


20Swaps


365


74


354


280Total

$
1,490

$
1,353

$
3,077

$
2,957


All
derivative contracts are carried at fair value with changes in unrealized gains and losses included in principal transactionsnet in the condensed consolidated statements
of income.

11.    Financial Instruments With Off-Balance Sheet Risk

In the normal course of business, the Company's customer, trading and clearance activities include executing, settling and financing various securities and
financial instrument transactions. To execute these transactions, the Company purchases and sells (including "short sales") securities, and purchases and sells forward contracts for mortgage-backed
securities and foreign currencies and financial futures contracts. If the customer or counterparty to the transaction is unable to fulfill its contractual obligations, and margin requirements are not
sufficient to cover losses, the Company may be exposed to off-balance sheet risk. In these situations, the Company may be required to purchase or sell financial instruments at prevailing
market prices, which may not fully cover the obligations of its customers or counterparties. This risk is limited by requiring customers and counterparties to maintain margin collateral that complies
with regulatory and internal guidelines. Additionally, with respect to the Company's clearance activities, introducing brokers are required to guarantee the performance of their customers to meet
contractual obligations.

As
part of the Company's financing and securities settlement activities, the Company uses securities as collateral to support various secured financing sources. If the counterparty does
not meet its contractual obligation to return securities used as collateral, the Company may be exposed to the risk of reacquiring the securities at prevailing market prices to satisfy its
obligations. The Company controls this risk by monitoring the market value of securities pledged each day and by requiring collateral levels to be adjusted in the event of excess market exposure.

The
Company enters into forward contracts under which securities are delivered or received in the future at a specified price or yield. If counterparties are unable to perform under the
terms of the contracts or if the value of securities and interest rates changes, the Company is exposed to risk. Such risk is controlled by monitoring the market value of the securities contracted for
each day and by reviewing the creditworthiness of the counterparties.

17

---

The
settlement of the above transactions is not expected to have a material adverse effect on the Company's condensed consolidated financial statements.

12.    Concentrations of Credit Risk

As a securities broker and dealer, the Company is engaged in various securities trading and brokerage activities servicing a diverse group of domestic and foreign
corporations, governments, and institutional and individual investors. A substantial portion of the Company's transactions is executed with and on behalf of institutional investors including other
brokers and dealers, mortgage brokers, commercial banks, U.S. agencies, mutual funds and other financial institutions. These transactions are generally collateralized. Credit risk is the potential for
loss resulting from the default by a counterparty of its obligations. Exposure to credit risk is generated by securities and currency settlements, contracting derivative and forward transactions with
customers and dealers, and the holding in inventory of bonds and/or loans. The Company uses various means to manage its credit risk. The creditworthiness of all counterparties is analyzed at the
outset of a credit relationship with the Company. These counterparties are subsequently reviewed on a periodic basis. The Company sets a maximum exposure limit for each counterparty, as well as for
groups or classes of counterparties. Furthermore, the Company enters into master netting agreements when feasible and demands collateral from certain counterparties or for certain types of credit
transactions.

The
Company's customer securities activities are transacted either in cash or on a margin basis, in which the Company extends credit to the customer. The Company seeks to control the
risks associated with its customer activities by requiring customers to maintain margin collateral to comply with various regulatory and internal guidelines. The Company monitors required margin
levels each day and requires customers to deposit additional collateral, or reduce positions, when necessary.

13.    Commitments and Contingent Liabilities

The Company had commitments of approximately $2.3 billion and $1.7 billion at March 31, 2002 and December 31, 2001, respectively, to
invest in or on a side-by-side basis with partnerships that make private equity and related investments in various portfolio companies or other private equity funds.

The
Company was contingently liable for letters of credit aggregating approximately $580 million and $588 million at March 31, 2002 and December 31, 2001,
respectively. These letters of credit satisfy various collateral requirements.

As
of March 31, 2002 and December 31, 2001, the Company had commitments to enter into resale agreements of approximately $700 million and $3.0 billion,
respectively. See "Contractual Obligations and Contingent Commitments" in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of this report.

14.    Industry Segment and Geographic Data

The Company operates and manages its businesses through three operating divisions: Investment Banking and Private Equity Division ("IBD"), Securities Division
consisting of Equity and Fixed Income ("FID") and Financial Services Division.

18

---

Such
divisions are managed based on types of products and services offered and their related client bases. The Company evaluates the performance of its divisions based primarily on
income (loss) before income taxes and cumulative effect of a change in accounting principle.

IBD
raises and invests capital and provides financial advice to companies throughout the United States and abroad. Through IBD, the Company manages and underwrites offerings of
securities, arranges private placements, provides client advisory and other services, pursues private equity investments in a variety of areas, and provides venture capital to institutional investors.



Financial
Services Division provides a broad array of services to individual high-net-worth investors and the financial intermediaries that represent them. In
addition the Division also provides introducing broker services, clearing, research and trading services.

|                                   |  |   |     | Securities
Division |   |      |   |   |     | 
|---------------------------------- |  | - | --- | ------------------- | - | ---- | - | - | --- | 
|
|
|
|Three months ended March 31, 2002: |  |   |     |                     |   |      |   |   |     | 
|Net revenues from external sources |  | $ | 442 |                     | $ | 404  |   | $ | 108 | 
|                                   |  |   |     |                     |   |      |   |   |     | 
|Net interdivision revenues         |  |   |    |                     |   |     |   |   |    | 
|                                   |  |   |     |                     |   |      |   |   |     | 
|Net interest revenue (expense)     |  |   | 7   |                     |   | 18   |   |   | 424 | 
|                                   |  |   |     |                     |   |      |   |   |     | 
|Total expenses                     |  |   | 464 |                     |   | 317  |   |   | 391 | 
|                                   |  |   |     |                     |   |      |   |   |     | 
|Income (loss) before income taxes  |  | $ | (15 | )                   | $ | 105  |   | $ | 141 | 
|                                   |  |   |     |                     |   |      |   |   |     | 
|Three months ended March 31, 2001: |  |   |     |                     |   |      |   |   |     | 
|Net revenues from external sources |  | $ | 552 |                     | $ | 747  |   | $ | 495 | 
|                                   |  |   |     |                     |   |      |   |   |     | 
|Net interdivision revenues         |  |   |    |                     |   |     |   |   |    | 
|                                   |  |   |     |                     |   |      |   |   |     | 
|Net interest revenue (expense)     |  |   | (20 | )                   |   | (104 | ) |   | 171 | 
|                                   |  |   |     |                     |   |      |   |   |     | 
|Total expenses                     |  |   | 539 |                     |   | 471  |   |   | 390 | 
|                                   |  |   |     |                     |   |      |   |   |     | 
|Income (loss) before income taxes* |  | $ | (7  | )                   | $ | 172  |   | $ | 276 | 
|                                   |  |   |     |                     |   |      |   |   |     | 

---

The
Company allocates to its divisions a pro rata share of certain centrally managed costs such as leased facilities and equipment costs, employee benefits and certain general overhead
expenses based upon specified amounts, usage criteria or agreed rates, and allocates interest expense based upon the type of asset. The division allocation of some costs, such as incentive bonuses,
has been estimated.

19

---

The
Company has not allocated merger-related costs to its divisions since none of these costs represent normal operating costs. These costs are included in the Elimination & Other
category. Also included in this category are the results, for the broker-dealers CSFBdirectLLC,
DLJdirectLtd. and Autranet, LLC, up to the time of, and the gain resulting from their sale, in the first quarter of 2002. All other accounting
policies of the divisions are the same as those described in the summary of significant accounting policies.

The
following table is a reconciliation of the Company's reported revenues and income before provision for income taxes and cumulative effect of a change in accounting principle to the
Company's consolidated totals:

Three Months Ended
March 31,2002

2001(In millions)Revenues:Total net revenues for reported divisions

$
1,725

$
2,257Other(1)


452


258Total consolidated net revenues

$
2,177

$
2,515Income before provision for income taxes, and cumulative effect of a change in accounting principle:Total income for reported divisions

$
284

$
513Other(1)


264


(54
)Total income before provision for income taxes and cumulative effect of a change in accounting principle

$
548

$
459


---

The
Company's principal operations are located in the United States. The Company maintains sales offices in Europe, Latin America and Asia. The Company's foreign revenues are not significant.

15.    Goodwill and Identifiable Intangible Assets

On January 1, 2002, the Company adopted SFAS 142, which addresses the initial recognition and measurement of intangible assets acquired outside a
business combination and the recognition and measurement of goodwill and other intangible assets subsequent to acquisition. Under the new standard, goodwill is no longer amortized but, instead, is
tested annually for impairment.

The
cost of acquired companies in excess of the fair value of net assets at acquisition date is recorded as goodwill. As of March 31, 2002, and December 31, 2001, goodwill
of $279 million and $249 million is included in goodwill and intangibles on the condensed consolidated statements of financial condition. Through December 2001, goodwill was
amortized over a 20-year life on a straight-line basis. The Company

20

---

is currently evaluating the impact of SFAS 142 with respects to the Standard's goodwill impairment provisions.

The
following table sets forth reported net income, as adjusted to exclude goodwill amortization expense:

Three Months Ended
March 31,2002

2001(In millions)Net income as reported

$
353

$
303Net income as adjusted

$
353

$
314


On
January 31, 2002, the Company acquired the assets of Holt Value Associates, L.P., a leading provider of independent research and valuation services to asset managers, which
will be integrated with CSFBEdge, the Company's online research and valuation database service. This acquisition was accounted for as a purchase. In
connection with the acquisition, the Company recorded approximately
$30 million of goodwill and approximately $30 million of intangible assets relating primarily to software and customer base.

16.    Legal Proceedings

Certain significant legal proceedings and matters have been previously disclosed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001. The following is an update of such proceedings and significant proceedings that have arisen since the filing of the Company's Annual Report on Form 10-K
for the year ended December 31, 2001.

AmeriServe Food Distribution Inc. Litigation

On or about April 11, 2002, DLJSC settled the case filed by Morgens Waterfall Holdings, LLC ("Morgens") in the U.S. District Court for the Southern
District of New York that arose out of Morgens' purchases of the secured AmeriServe notes issued on or about October 1, 1999. The Bankruptcy Court has approved this settlement, resulting in the
voluntary dismissal of Morgens as a plaintiff in the adversary proceeding pending against DLJ Capital Funding.

The
Bankruptcy Court's approval of the settlement reached in the action filed by Conseco Capital Management, Inc. ("Conseco") and certain affiliated entities in the U.S. District
Court for the Southern District of New York arising out of alleged misrepresentations and omissions relating to Conseco's purchases of the secured AmeriServe notes issued on or about October 1,
1999 has resulted in the voluntary dismissal of Conseco as a plaintiff in the adversary proceeding pending against DLJ Capital Funding.

21

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Independent Energy Holdings PLC Litigation

In the consolidated action captionedIn re Independent Energy Holdings PLC Securities Litigationpending in the
U.S. District Court for the Southern District of New York, our entities have opposed plaintiffs' motion for class certification.

The
Company intends to defend vigorously against all of the claims asserted in this matter.

Litigation Relating To IPO Allocation Practices

On April 19, 2002, the plaintiffs in the large number of putative class action complaints filed in the U.S. District Court for the Southern District of New
York concerning IPO allocation practices filed consolidated amended complaints. The complaints allege various violations of the federal securities laws resulting from alleged material omissions and
misstatements in registration statements and prospectuses for the initial public offerings, and in some cases follow-on offerings, and with respect to transactions in the aftermarket. The
complaints also allege that misleading analyst reports were issued to support the issuers' allegedly manipulated stock price and that such reports filed to disclose the alleged allocation practices or
that analysts were allegedly subject to conflicts of interest.

On
March 29, 2002, CSFB Corp. moved to dismiss the complaint in the action currently pending in the U.S. District Court for the Southern District of New York brought by a putative
class of issuers in initial public offerings in which CSFB Corp. acted as lead manager.

On
April 17, 2002, the claims against CSFB Corp. and four other investment banks, in the putative class action filed with the U.S. District Court for the Southern District of New
York alleging violations of the federal securities laws resulting from the issuance of research reports on certain internet and technology company stocks, were dismissed without prejudice.

The
Company intends to defend vigorously against all of the claims asserted in these matters.

Enron-related Litigation and Inquiries

Since February 27, 2002, CSFBI, DLJSC, and certain other investment banks, along with NewPower Holdings, Inc. ("NewPower") and certain of NewPower's
directors, have been named as defendants in eleven putative class actions filed with the U.S. District Court for the Southern District of New York. One of our employees is a director of NewPower and
is named in nine of the eleven complaints. These complaints allege violations of federal securities law due to alleged material misrepresentations in, and omissions of material fact from, the
registration statement and prospectus issued in connection with NewPower's October 5, 2000 IPO, and for alleged misrepresentations and omissions regarding NewPower after the IPO. According to
the complaints, NewPower was formed by Enron in 1999, and Enron remains NewPower's controlling shareholder. On April 24, 2002, the Court ordered that a consolidated complaint be filed
45 days after a lead plaintiff has been selected. We intend to defend ourselves vigorously against all of the claims asserted in this matter.

On
March 15, 2002, certain executives and directors of Enron, Arthur Andersen, and CSFB Corp. were named in a putative class action filed in the U.S. District Court for the
Southern District of Mississippi by purchasers of publicly traded Enron securities who purchased between October 19, 1998, and November 27, 2001. This complaint alleges violations of
federal securities laws due to alleged

22

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misstatements and omissions of material fact contained in certain registration statements and prospectuses issued in connection with the sale of certain Enron debt securities and common stock, and
for alleged misstatements and omissions of material fact regarding the financial condition of Enron. We intend to defend ourselves vigorously against all of the claims asserted in this matter.

On
April 8, 2002, Enron and certain executives and directors of Enron, Arthur Andersen and certain partners, executives and employees of Arthur Andersen, the law firm of
Vinson & Elkins, L.L.P. and certain partners of Vinson & Elkins, and CSFB Corp. and certain other investment banks, were named in a putative class action filed in the U.S. District Court
for the Southern District of Texas by Enron employees who participated in various Enron employee savings plans. The complaint alleges violations of the Employment Retirement Income Security Act of
1974, or ERISA, for various breaches of fiduciary duty, violations of the Racketeer Influenced and Corrupt Organizations Act, or RICO, state law negligence, and civil conspiracy for alleged misconduct
in connection with the administration of Enron's employee savings plans. CSFB and the other investment banking defendants have been named only in connection with the RICO and civil conspiracy claims.
We intend to defend ourselves vigorously against all of the claims asserted in this matter.

On
April 8, 2002, Enron and certain executives and directors of Enron, Arthur Andersen and certain partners, executives and employees of Arthur Andersen, the law firms of
Vinson & Elkins, L.L.P. and Kirkland & Ellis, and CSFB Corp. and certain other investment banks, were named in a consolidated putative class action filed in the U.S. District Court for
the Southern District of Texas by purchasers of Enron publicly traded equity and debt securities between October 19, 1998, and November 27, 2001. The complaint alleges violations of the
federal securities laws for alleged misstatements and omissions of material fact regarding the financial condition of Enron, alleged misstatements and omissions of material fact in connection with
various registration statements and prospectuses issued in connection with the sale of certain Enron securities and alleged controlling person liability, and violations of the Texas Securities Act for
alleged material misstatements and omissions of material fact in connection with registration statements and prospectuses issued in connection with the sale of certain Enron debt securities. CSFB has
been named only in connection with the claims under the federal securities laws for alleged misstatements and omissions of material fact regarding the financial condition of Enron and for controlling
person liability. Our entities intend to defend themselves vigorously against all of the claims asserted in this matter.

On
March 15, 2002, certain executives and directors of Enron, Arthur Andersen, and CSFB Corp. and certain other investment banks were named in an action filed in the Circuit Court
of Montgomery County, Alabama. A first amended complaint was filed on April 3, 2002. The first amended complaint alleges violations of the Securities Act of Alabama, the federal securities
laws, as well as violations of Alabama statutory and common law due to alleged misstatements and omissions of material fact from certain registration statements and prospectuses issued in connection
with the sales of certain Enron debt securities and common stock and for alleged material misstatements and omissions regarding Enron. CSFB has been named only in connection with the claims under
Alabama law. On April 22, 2002, the defendants removed the action to Alabama federal court and moved to transfer the action to New York federal court. On April 24, 2002, plaintiff filed
a motion to remand the action to Alabama state court. The Alabama federal court has set a hearing for May 20, 2002 to consider the transfer and remand motions. We intend to defend ourselves
vigorously against all of the claims asserted in this matter.

23

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CSFB
Corp., as well as, the Company understands, other investment banks, have received inquiries and requests for information from certain U.S. Congressional committees, the Securities
and Exchange Commission and the New York Stock Exchange regarding certain transactions and business relationships with Enron and its affiliates, including certain Enron-related special purpose
entities. The Company is cooperating fully with such inquiries and requests.

Research Matters

The New York State Attorney General, the Secretary of the Commonwealth of Massachusetts, Securities Division, the Securities and Exchange Commission, the National
Association of Securities Dealers, and the NYSE, are reviewing the independence of research departments. CSFB Corp., as well as, we understand, other financial services firms, have been asked to
provide information and documents. We are fully cooperating with these inquiries.

The
Company is involved in a number of judicial, regulatory and arbitration proceedings (including those described above and actions that have been separately described in previous
filings) concerning matters arising in connection with the conduct of our businesses. Some of the actions have been brought on behalf of various classes of claimants and seek damages of material and
indeterminate amounts. The Company believes, based on currently available information and advice of counsel, that the results of such proceedings, in the aggregate, will not have a material adverse
effect on our financial condition but might be material to operating results for any particular period, depending, in part, upon the operating results for such period.

24

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

ITEM 2Management's Discussion and Analysis of Financial Condition and Results of Operations

We are a leading integrated investment bank serving institutional, corporate, government and individual clients. We are part of the Credit Suisse First Boston
business unit, which we call CSFB, of Credit Suisse Group, and our results do not reflect the overall performance of CSFB or Credit Suisse Group. When we use the terms "we" and "our" and the
"Company", we mean Credit Suisse First Boston (USA), Inc., a Delaware corporation, and its consolidated subsidiaries.

BUSINESS ENVIRONMENT

Our principal business activities, investment banking and private equity, securities underwriting, sales and trading, and introducing brokerage services, are, by
their nature, highly competitive and subject to general market conditions which include volatile trading markets and fluctuations in the volume of market activity. Consequently, our results have been,
and are likely to continue to be, subject to wide fluctuations reflecting the impact of many factors beyond our control, including securities market conditions, the level and volatility of interest
rates, competitive conditions and the size and timing of transactions.

In
the first quarter of 2002, the global economy showed signs of a mild recovery, however, uncertainty about the economic recovery combined with a loss in corporate and investor
confidence resulted in reduced levels of corporate activity. Conditions in the financial markets remain difficult in 2002. Stock and bond issuances have increased globally and in the United States,
primarily driven by debt issues, but only a modest increase in equities. The value of United States stock issues rose almost 10% during the first quarter of 2002 compared to the period a year ago. The
bond market continued to be strong, driven by a desire by many firms to decrease their use of short-term commercial paper, combined with a favorable interest rate environment. There was
very little merger activity in the United States during the first quarter of 2002 as the recession and volatile stock market negatively affected corporate confidence. United States mergers and
acquisitions volume dropped by more than 50% from the first quarter of 2001. Global mergers and acquisitions volume hit a seven-year low in the first quarter of
2002, falling 46% from the same period a year ago. An increase in dollar volume in the initial public offering market during the first quarter of 2002 versus the same period a year ago was
encouraging, although the number of new issues was the lowest in a quarter since 1980. These conditions caused a decline in the Company's net revenues compared to the quarter ended March 31,
2001.

CRITICAL ACCOUNTING POLICIES

For a discussion of the Company's accounting policies that may involve a higher degree of judgment and complexity, refer to "Management's Discussion and Analysis
of Financial Condition and Results of Operations-Critical Accounting Policies" included in its Annual Report on Form 10-K for the year ended December 31, 2001.

RECENT DEVELOPMENTS

As part of CSFB's strategy to focus on core business while reducing costs, in the first quarter of 2002 we completed the sale of
CSFBdirect, our online trading operations, and Autranet, LLC, a broker-dealer subsidiary active in the distribution to institutional investors of
investment research products purchased from independent research specialists. On February 1, 2002, we completed the sale of the U.S.-based
CSFBdirectbusiness to Bank of Montreal for $534 million. On January 25, 2002, we completed the sale of the U.K.-based
CSFBdirectbusiness to TD Waterhouse. On February 1, 2002, we completed the sale of Autranet to The Bank of New York. As a result of the sales,
we recorded a total pre-tax gain of $528 million in the first quarter of 2002.

25

---

On
January 31, 2002, we acquired the assets of Holt Value Associates, L.P., a leading provider of independent research and valuation services to asset managers, which will be
integrated with CSFBEdge, the Company's on line research and valuation database service.

In
April 2002, we issued $2.5 billion of senior notes, $300 million of medium-term notes and $605 million of Euro medium-term notes maturing
on various dates through 2032.

In
April 2002, the Company filed a new $10 billion shelf registration statement with the SEC, which has been declared effective and which allows the Company to issue from
time to time senior and subordinated debt securities and warrants to purchase such securities.

RESULTS OF OPERATIONS

The Company recorded net income of $353 million for the three months ended March 31, 2002 compared to net income of $303 million for the
three months ended March 31, 2001. This result reflects the challenging market conditions throughout the industry in 2002, with weaknesses in the global economy and other factors leading to
dramatically lower levels of equity issuance and merger and acquisition activity. The results for the quarter ended March 31, 2002 include a pre-tax gain of $528 million from
the sale of three broker-dealer subsidiaries. The results for the quarter ended March 31, 2001 include a pre-tax gain of $163 million on the assignment of the lease and
related sale of leasehold improvements on the Company's former headquarters.

The
Company's businesses are materially affected by conditions in the financial markets and economic conditions generally. Unpredictable or adverse market and economic conditions may
adversely affect our results of operations. See "BusinessCertain Factors That May Affect Our Business" in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001.

Results by Segment

The Company operates and manages its businesses through three operating divisions: Investment Banking and Private Equity Division ("IBD"), Securities Division
consisting of Equity and Fixed Income ("FID") and Financial Services Division.

Such
divisions are managed based on types of products and services offered and their related client bases. The Company evaluates the performance of its divisions based primarily on
income (loss) before income taxes and cumulative effect of a change in accounting principle.

IBD
raises and invests capital and provides financial advice to companies throughout the United States and abroad. Through IBD, the Company manages and underwrites offerings of
securities, arranges private placements, provides client advisory and other services, pursues private equity and private equity investments in a variety of areas, and provides venture capital to
institutional investors.



The
Financial Services Division provides a broad array of services to individual high-net-worth investors and the financial intermediaries that represent them. In
addition the Company also provides introducing broker services, clearing, research and trading services.

26

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The
following table sets forth the net revenues, operating expenses, and income (loss) before provision for income taxes, and the cumulative effect of a change in accounting principle of
our divisions:

Three Months Ended
March 31,2002

2001(In millions)Investment Banking and Private Equity DivisionNet Revenues

$
449

$
532Total Expenses


464


539Loss(1)


(15
)

(7
)Securities DivisionEquityNet Revenues


422


643Total Expenses


317


471Income(1)


105


172Fixed IncomeNet Revenues


532


666Total Expenses


391


390Income(1)


141


276Subtotal Securities DivisionNet Revenues


954


1,309Total Expenses


708


861Income(1)


246


448Financial Services DivisionNet Revenues


322


416Total Expenses


269


344Income(1)


53


72Total(2)Net Revenues(1)


2,177


2,515Total Expenses(3)


1,629


2,056Income(1)

$
548

$
459


---

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

For the three months ended March 31, 2002, total net revenues decreased $338 million, or 13.4% to $2.2 billion. Total net revenues decreased
primarily as a result of decreases in principal transactions, investment banking and advisory fees and commissions, offset by an increase in net interest income and other income. The results in the
first quarter of 2002 also include a one-time pre-tax gain included in other income of approximately $528 million on the sale of
CSFBdirect, LLC, DLJdirectLtd., and Autranet, LLC.

27

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The first quarter of 2001 included a pre-tax gain of $163 million on the assignment of the lease and related sale of leasehold improvements on the Company's former headquarters.

In
the Securities Division, Equity net revenues decreased $221 million or 34.4% to $422 million primarily as a result of decreased trading revenues offset by higher
commissions and lower net interest expense, and Fixed Income net revenues decreased $134 million or 20% to $532 million, principally as a result of decreased trading revenue and
underwriting fees, offset by an increase in net interest income. Investment Banking and Private Equity Division's net revenues decreased $83 million or 15.6% to $449 million primarily
due to decreased mergers and acquisitions advisory fees offset by higher trading revenues and positive net interest income. Financial Services Division's net revenues decreased $94 million or
22.6% to $322 million primarily as a result of decreases in commissions, trading revenues and net interest income.

Principal
transactionsnet decreased $714 million or 88.4% to $94 million primarily as a result of losses from the Securities Division, particularly in
mortgages and other fixed income products as well as equities.

Investment
banking and advisory revenues decreased $185 million or 20.1% to $740 million primarily as a result of a decline in fees due to continued reduced mergers and
acquisitions activity.

Commission
revenues decreased $56 million or 12.8% to $384 million primarily as a result of the sale of our broker-dealer subsidiaries in the first quarter of 2002.

Interest
and dividend income, net of interest expense increased $272 million or 178.8% to $425 million. The increase was a result of reduced interest expense because of the
decline in global interest rates since the first quarter of 2001, which has reduced funding costs.

Total
expenses for the three months ended March 31, 2002 decreased $427 million or 20.8% to approximately $1.6 billion primarily due to the initial results of a
$1 billion cost cutting initiative for the CSFB business unit begun in the fourth quarter of 2001.

Employee
compensation and benefits decreased $292 million or 21.9% to $1.0 billion, primarily due to staff reductions and lower bonus accruals. As is normal in our
industry, a significant portion of compensation expense is a bonus amount awarded at or shortly after year-end. Bonuses are estimated and recorded throughout the year based upon a number
of factors including the profitability of each business division and market conditions. From time to time we guarantee certain minimum compensation levels to attract new employees or to retain
existing employees in a competitive environment. Consistent with industry practice, certain of these guarantees were multi-year. As a result of the change in senior management, the poor
market conditions, and efforts to promote greater teamwork across divisions and product areas, certain of these guarantees were renegotiated in 2001 and contributed to the decrease in employee
compensation and benefits. A portion of our non-cash incentive compensation consists of awards of Credit Suisse Group shares under a Credit Suisse Group stock plan, options to acquire
shares, and units, the value of which is tied to the return on equity of CSFB over a three-year period.

Occupancy
and equipment rental decreased $13 million to $142 million as a result of consolidation of office facilities and decreased head count; brokerage, clearing,
exchange fees and other expenses remained essentially flat at $71 million; communications expense decreased by $16 million to $62 million; and professional fees decreased
$26 million to $58 million all as a result of our cost-cutting initiatives. Merger-related costs of $91 million reflect the accrual during the quarter of retention
awards related to the Acquisition. Other operating expenses decreased $27 million to $163 million.

In
the Securities Division, Equity pre-tax income decreased $67 million to $105 million primarily due to decreased trading revenues, and Fixed Income
pre-tax income decreased $135 million to $141 million primarily as a result of decreased trading revenues. Investment Banking and Private Equity Division's
pre-tax loss increased $8 million to $15 million principally as a result of decreased underwriting and

28

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placement fees. Financial Services Division's pre-tax income decreased $19 million to $53 million primarily as a result of decreased commissions, trading revenue and net
interest income.

Our
income tax provision for the three months ended March 31, 2002 and 2001 was $195 million and $157 million, a 35.6% and 34.1% effective tax rate, respectively.

Net
income for the three months ended March 31, 2002 was $353 million compared with $303 million for 2001.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity Management Oversight

The Company believes that maintaining access to liquidity is fundamental for firms operating in the financial services industry. The Company has therefore
established a comprehensive process for the management and oversight of its liquidity, funding and capital strategies. The Capital Allocation and Risk Management Committee ("CARMC") has primary
oversight responsibility for these functional disciplines. CARMC periodically reviews and approves our liquidity management policies and targets, in addition to reviewing our liquidity position and
other key risk indicators. The Corporate Treasury department is responsible for the management of liquidity, long-term funding and capital as well as relationships with creditor banks. It
also maintains regular contact with both rating agencies and regulators on liquidity and capital issues. See "Liquidity" in "BusinessCertain Factors that May Affect the Company's
Business" in our Annual Report on Form 10-K for the year ended December 31, 2001.

Balance Sheet

Our assets are highly liquid with the majority consisting of securities inventories and collateralized receivables, which fluctuate depending on the levels of
proprietary trading and customer business. Collateralized receivables consist primarily of resale agreements and securities borrowed, both of which are primarily secured by U.S. government and agency
securities, and marketable corporate debt and equity securities. In addition, we have significant receivables from customers and broker/dealers that turn over frequently. To meet client needs as a
securities dealer, we may carry significant levels of trading inventories.

In
addition to these liquid assets, as part of our investment banking and fixed income market activities we also maintain positions in less liquid assets, including mortgage whole loans,
leveraged funds, high yield debt securities and private equity investments. These assets may be relatively illiquid at times, including periods of market stress. We typically fund a significant
portion of less liquid assets with long-term borrowings and stockholders' equity.

Because
of changes relating to customer needs, economic and market conditions and proprietary trading and other strategies, our total assets or the individual components of total assets
may vary significantly from period to period. At March 31, 2002 and December 31, 2001, our total assets were $232.7 billion and $218.3 billion, respectively.

Funding Sources and Strategy

The majority of our assets are funded by collateralized short-term borrowings, which include repurchase agreements and securities loaned. Other
significant funding sources include commercial paper, short-term borrowings from affiliates, payables to customers and broker/dealers, long-term borrowings and stockholders'
equity. Short-term funding is generally obtained at rates related to the Federal Funds rate, LIBOR or other money market indices, while long-term funding is generally obtained
at fixed and floating rates related to U.S. Treasury securities or LIBOR. Depending upon prevailing market conditions, other borrowing costs are negotiated. We continually aim to broaden our funding
base by geography, investor and funding instrument.

29

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The
majority of our unsecured funding originates largely from two sources: we borrow from affiliates and we issue liabilities directly to the market. We lend funds as needed to our
operating subsidiaries and affiliates on both a senior and subordinated basis, the latter typically to meet capital requirements in regulated subsidiaries. We generally try to ensure that loans to our
operating subsidiaries and affiliates have maturities equal to or shorter in tenor than the maturities of our market borrowings. Additionally, we generally fund investments in subsidiaries with
capital contributions.

Liquidity Planning and Measurement

We maintain a large secondary source of liquidity, principally through our broker/dealers and various other operating subsidiaries. We have historically been able
to access significant liquidity through the secured funding markets (repurchase agreements, securities loaned and other collateralized financing arrangements), even in periods of market stress. We
continually monitor overall liquidity by tracking the extent to which unencumbered marketable assets and other alternative unsecured funding sources exceed both contractual obligations and anticipated
contingent commitments.

The
principal measure we use to monitor our liquidity position is the "liquidity barometer", which estimates the time horizon over which the adjusted market value of unencumbered assets
plus committed revolving credit facilities exceeds the aggregate value of our maturing unsecured liabilities plus anticipated contingent commitments. The adjusted market value of unencumbered assets
includes a reduction from market value, or "haircut", reflecting the amount that could be realized by pledging an asset as collateral to a third party lender in a secured funding transaction.
Contingent commitments include such things as letters of credit, guarantees and credit rating-related collateralization requirements. Our objective, as mandated by CARMC, is to ensure that the
liquidity barometer equals or exceeds 365 days. We believe this will enable us to carry out our business plans during extended periods of market stress, while minimizing, to the extent
possible, disruptions to our business.

Contractual Obligations and Contingent Commitments

We have contractual obligations to make future payments under long-term debt and long-term non-cancelable lease and other
agreements and have contingent commitments under a variety of commercial arrangements as described in the notes to our condensed consolidated financial statements.

The
following table sets forth our long-term contractual obligations as of March 31, 2002:

Contractual Obligations

Less than 1
year

1-2
years

3-4 years

After 4 years

Total(In millions)Long term debt

$
3,847

$
3,188

$
1,923

$
10,599

$
19,557Operating leases


179


358


344


1,776


2,657Total contractual obligations

$
4,026

$
3,546

$
2,267

$
12,375

$
22,214


Our
long-term borrowings are on an unsecured basis. As of March 31, 2002 and December 31, 2001, the weighted average maturity of our long-term
borrowings was approximately 4.2 years and 4.0 years, respectively. Our lease obligations are primarily for our principal offices in New York City and our other office locations.

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The
following table sets forth our short-term unsecured borrowings at March 31, 2002 and December 31, 2001.

March 31,
2002

December 31,
2001(In millions)Bank Loans

$
414

$
911Commercial paper(1)


1,132


1,200Loans from affiliates(2)


14,763


7,059Total

$
16,309

$
9,170


---

The
following table sets forth our contingent commitments at March 31, 2002:

Contingent Commitments

Less than
1 year

1-2 years

3-4 years

Over 4 years

Total Amounts
CommittedAmount of Commitment Expiration Per Period
(In millions)Standby letters of credit(1)

$
580

$


$


$


$
580Private equity(2)


55


6


292


1,929


2,282Total contingent commitments

$
635

$
6

$
292

$
1,929

$
2,862


---

We
issue guarantees to customers of certain of our consolidated subsidiaries with respect to obligations of such subsidiaries incurred in the ordinary course of their business. The
underlying obligations for these guarantees are reflected in our condensed consolidated financial statements, as such, the guarantees do no create any incremental liability. We also issue from time to
time a limited number of guarantees in respect of affiliated sister company obligations incurred in the ordinary course of business. These sister company obligations are not reflected in our financial
statements but are reflected in the financial statements of our ultimate parent companies, Credit Suisse First Boston and Credit Suisse Group. These guarantees are not included in the table above and
are not a material contingent commitment.

As
of March 31, 2002, we had commitments to enter into resale agreements of $700 million. See Note 13 of the condensed consolidated financial statements for more
information on our commitments and contingent liabilities.

Revolving Credit Facility

We maintain a committed revolving credit facility with various banks that, if drawn upon, would bear interest at short-term rates, such as Federal
Funds or LIBOR. In May 2001, we replaced our $2.8 billion

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revolving credit facility with a 364-day $3.5 billion facility available to CSFBI and us as borrowers. Proceeds from borrowings under this facility can be used for general
corporate purposes and Credit Suisse Group guarantees the facility. The facility contains customary covenants that we believe will not impair our ability to obtain funding. At March 31, 2002,
no borrowings were outstanding under this facility. We expect to enter into a similar facility at the end of May 2002 to replace the existing facility.

Long-term Funding

We issue long-term debt through U.S. and Euro medium-term note programs, as well as syndicated and privately placed offerings around the
world.

Our
currently effective $10.0 billion shelf registration statement on file with the SEC allows us to issue from time to time senior and subordinated debt securities and warrants
to purchase such securities. At May 10, 2002 we had $10.0 billion available for issuance.

During
the quarter ended March 31, 2002, we issued $1.9 billion of medium term notes maturing on various dates through 2007 off our predecessor $10.5 billion shelf
registration statement. In January 2002, we also issued $2.0 billion 6.5% of senior notes due 2012. In addition in April 2002 we issued $1.75 billion of 5.75% senior notes
due 2007, $750 million of 6.5% senior notes due 2012 and $300 million of medium-term notes off our predecessor shelf registration statement.

In
July 2001, we established a Euro medium-term note program to issue up to $5 billion of notes. During the first quarter of 2002, we issued $217 million
of Euro medium-term notes. In April 2002, we issued $605 million of senior notes off this program.

Credit Ratings

Our access to the debt capital markets and our borrowing costs depend significantly on our credit ratings. These ratings are assigned by agencies, which may
raise, lower or withdraw their ratings or place us on "credit watch" with positive or negative implications at any time. Credit ratings are important to us when competing in certain markets and when
seeking to engage in longer-term transactions, including over-the-counter derivatives. We believe agencies consider several factors in determining our credit
ratings, including such things as earnings performance, business mix, market position, financial strategy, level of capital, risk management policies and practices and management team, in addition to
the broader outlook for the financial services industry.

A
reduction in our credit ratings could limit our access to capital markets, increase our borrowing costs, require us to post additional collateral and allow counterparties to terminate
transactions under certain of our trading and collateralized financing contracts. This, in turn, could reduce our liquidity and negatively impact our operating results and financial position. Our
liquidity planning takes into consideration those contingent events associated with a reduction in our credit ratings.

At
March 31, 2002, our ratings and ratings outlooks were as follows:

Long-Term Debt

Commercial Paper

OutlookFitch

A+

F-1+

ratings watch positiveMoody's

Aa3

P-1

stableStandard & Poor's

AA-

A-1+

stable


On
October 5, 2001, Fitch affirmed our credit ratings and noted that we remain on "ratings watch positive". On October 31, 2001, Moody's upgraded our long-term
debt rating from A1 to Aa3. On February 20, 2002, Moody's affirmed our credit ratings but revised our outlook from "positive" to "stable", reflecting the impact of the weak economic environment
on our operating performance.

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On
May 10, 2002, Standard & Poor's affirmed our long and short-term counterparty credit ratings at AA- and A-1+, respectively, and
revised our outlook, an indication of longer-term trends, to "stable" from "negative". In addition, Standard & Poor's lowered the long and short-term counterparty credit ratings of Credit
Suisse Group, our ultimate parent, to A+ and A-1 from AA- and A-1+, respectively. Credit Suisse Group's outlook was revised to "stable" from "negative". Further, Standard & Poor's lowered the
long-term counterparty credit rating of Credit Suisse First Boston, a Swiss bank ("CSFB"), which is the Company's indirect parent and a subsidiary of Credit Suisse Group. CSFB's long-term credit
rating was lowered to AA- from AA, its short-term credit rating was affirmed at A-1+ and its outlook was changed to "stable" from "negative."

Capital Resources

Certain of our businesses are capital intensive. In addition to normal operating requirements, capital is required to cover financing and regulatory charges on
securities inventories, private equity investments and investments in fixed assets. Our overall capital needs are regularly reviewed to ensure that our capital base can appropriately support the
anticipated needs of our business divisions as well as the
regulatory capital requirements of our subsidiaries. Based upon these analyses, we believe that our capitalization is adequate for current operating levels.

Regulated Subsidiaries

As registered broker-dealers and member firms of various self-regulatory organizations, each of our U.S. broker-dealer subsidiaries, which include
DLJSC and CSFB Corp., is subject to the uniform net capital rule, Rule 15c3-1 of the Exchange Act. This rule specifies the minimum level of net capital a broker-dealer must maintain
and also requires that part of its assets be kept in relatively liquid form. DLJSC and CSFB Corp. are also subject to the net capital requirements of the Commodity Futures Trading commission and
various commodity exchanges. At March 31, 2002, DLJSC and CSFB Corp. had aggregate regulatory net capital, after adjustments required by Rule 15c3-1, of approximately
$975 million and $2.8 billion, respectively, which exceeded minimum net capital requirements by $850 million and $2.7 billion, respectively. See Note 8 of the
condensed consolidated financial statements. Credit Suisse First Boston Capital LLC is registered with the SEC as an over-the-counter derivatives dealer (also known as a
"broker-dealer lite") and is also subject to the uniform net capital rule, but calculates its requirements under Appendix F to Rule 15c3-1.

The
SEC and various self-regulatory organizations impose rules that require notification when net capital falls below certain predefined criteria, dictate the ratio of
subordinated debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the
SEC's uniform net capital rule imposes certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC for
certain withdrawals of capital.

Compliance
with net capital requirements of these and other regulators could limit those operations of our subsidiaries that require the intensive use of capital, such as underwriting
and trading activities and the financing of customer account balances, and also could restrict our ability to withdraw capital from our regulated subsidiaries, which in turn could limit our ability to
pay our debt obligations.

At
March 31, 2002, our broker-dealer subsidiaries were in compliance with all applicable regulatory capital adequacy requirements.

Cash Flows

Our consolidated statements of cash flows classify cash flow into three broad categories: cash flows from operating activities, investing activities and financing
activities. Our net cash flows are principally

33

---

associated with operating and financing activities, which support our trading, customer and banking activities.

Three Months Ended March 31, 2002 and 2001

At March 31, 2002, and December 31, 2001 cash and cash equivalents totaled $1.6 billion and $1.7 billion, respectively, a decrease of
$0.1 billion and an increase of $1.1 billion, respectively.

Net
cash used in operating activities totaled $13.1 billion and $3.1 billion for the three months ended March 31, 2002 and 2001, respectively. In 2002, there were
increases in assets including securities borrowed of $4.6 billion, receivables from customers of $3.9 billion and receivables from brokers, dealers and others of $3.3 billion, and
a decrease in accounts payable and accrued expenses of $1.9 billion and other liabilities of $1.3 billion. These were partially offset by increases in financial instruments sold, not yet
purchased of $2.1 billion and securities loaned of $1.3 billion. In 2001, there were increases in assets including receivables from brokers, dealers and other of $2.7 billion and
a decrease in securities loaned of $3.7 billion, financial instruments sold not yet purchased of $3.9 billion and accounts payable and accrued expenses of $3.1 billion, partially
offset by an increase in securities borrowed of $5.6 billion and receivables from customers of $3.8 billion

For
the three months ended March 31, 2002 and 2001, net cash (used in) provided by investing activities was ($3.7) billion and $252 million, respectively. In 2002, there
was an increase in receivables from parent and affiliates of $4.5 billion.

In
the first three months of 2002 and 2001, net cash provided by financing activities totaled $16.7 billion and $4.0 billion, respectively, of which $12.8 billion
and $4.7 billion was provided by short-term financings (principally repurchase agreements), respectively. In addition, during the three months ended March 31, 2002, the
Company issued $1.9 billion of medium-term notes and $217 million of medium-term notes off its $5 billion Euro medium-term notes program. The
Company also issued $2.0 billion of senior notes. During the three months ended March 31, 2001 we redeemed $753 million of medium-term notes.

RELATED PARTY TRANSACTIONS

Credit Suisse Group ("CSG"), through CSFBI, owns all of our outstanding voting common stock. The Company is involved in significant financing and other
transactions, and has significant related party balances, with CSG and certain of its subsidiaries and affiliates. The Company enters into these transactions in the ordinary course of business and
believes that the terms of these transactions are on market terms that could be obtained from unrelated third parties.

34

---

The
following table sets forth related party assets and liabilities:

March 31,
2002

December 31,
2001(In millions)Securities purchased under agreements to resell

$
6,614

$
2,740Securities borrowed


2,048


1,552Receivables from brokers, dealers and other


65


(507
)Taxes receivable


382


8Loans receivable


11,910


7,433Total Assets


21,019


11,226Securities sold under agreements to repurchase


17,323


13,994Securities loaned


16,314


12,604Loans and notes payable


14,763


7,059Payables to brokers, dealers and other


798


1,732Taxes payable


721


730Intercompany payables


62


598Total Liabilities


49,981


36,717Net

$
28,962

$
25,491


Included
in these related party transactions are revenues and expenses resulting from various securities trading, investment banking and financing activities with certain affiliates, as
well as fees for administrative services performed by the Company under the terms of a management fee arrangement. Management fees are treated as a reduction of expenses in the condensed consolidated
statements of income.

The
following table sets forth related party revenues and expenses:

Three Months EndedMarch 31,
2002

December 31,
2001(In millions)Commissions

$
(2
)
$
(1
)Interest Income


46


103Total Revenues

$
44

$
102Interest Expense

$
165

$
628Total Expenses

$
165

$
628


Pursuant
to an agreement, the Company sold at cost, without recourse, to CSFBI the right, title and interest in certain assets aggregating $213.8 million at March 31, 2002.

See
"Derivatives" and "Off Balance Sheet Transactions" for further discussion of transactions with affiliated companies as well as Note 3 to the condensed consolidated financial
statements.

DERIVATIVES

We enter into various transactions involving derivatives. In general, derivatives are contractual agreements that derive their values from the performance of
underlying assets, interest or currency exchange rates, or a variety of indices. We enter into derivatives transactions primarily for trading purposes, hedges or to provide products for our clients.
These transactions involve options, forwards,

35

---

futures and swaps. We also enter into interest rate swaps to modify the characteristics of periodic interest payments associated with some of our long-term debt obligations.

Options

We write option contracts specifically designed to meet customers' needs or hedge our exposures. Most of the options do not expose us to credit risk, except for
options entered into on a proprietary basis for hedging purposes, since we, not our counterparty, are obligated to perform. At the beginning of the contract period, we receive a cash premium for
written options. During the contract period, we bear the risk of unfavorable changes in the value of the financial instruments underlying the options ("market risk"). To cover this market risk, we
purchase or sell cash or derivative financial instruments on a proprietary basis. Such purchases and sales may include debt and equity securities, forward and futures contracts and options.

We
also purchase options for trading purposes. With purchased options, we get the right, for a premium, to buy or sell the underlying instrument at a fixed price on or before a specified
date. The underlying instruments for these options include mortgage-backed securities, equities, interest rate instruments and foreign currencies. The counterparties to these option contracts are
reviewed to determine whether they are creditworthy. All options are reported at fair value.

Forwards and Futures

We enter into forward purchases and sales contracts for mortgage-backed securities and foreign currencies. In addition, we enter into futures contracts on
equity-based indices, foreign currencies and other financial instruments as well as options on futures contracts.

For
forward contracts, cash is generally not required at inception; cash equal to the contract value is required at settlement. For futures contracts, the original margin is required in
cash at inception; cash equal to the change in market value is required daily.

Since
forward contracts are subject to the financial reliability of the counterparty, we are exposed to credit risk. To monitor this credit risk, we limit transactions with specific
counterparties, review credit limits and adhere to internally established credit extension policies. For futures contracts and options on futures contracts, the change in the market value is settled
with the exchanges in cash each day. As a result, the credit risk with the futures exchanges is limited to the net positive change in the market value for a single day.

Swaps

Our swap agreements consist primarily of equity and interest rate swaps. Equity swaps are contractual agreements to receive the appreciation or depreciation in
value based on a specific strike price on an equity instrument, in exchange for paying another rate, which is usually based on index or interest rate movements. Interest rate swaps are contractual
agreements to exchange interest rate payments based on agreed notional amounts and maturity. Swaps are reported at fair value.

36

---

Quantitative Disclosures for All Trading Derivatives

The fair values of trading derivatives outstanding at March 31, 2002 and December 31, 2001 are as follows:

March 31, 2002

December 31, 2001Assets

Liabilities

Assets

Liabilities(In millions)Options

$
654

$
854

$
968

$
1,010Forward contracts


445


372


1,652


1,647Futures contracts


26


53


103


20Swaps


365


74


354


280Total

$
1,490

$
1,353

$
3,077

$
2,957


These
amounts are included as derivative contracts in financial instruments owned/sold not yet purchased in the condensed consolidated statements of financial condition. The majority of
our derivatives are short-term in duration.

Derivatives With Related Parties

Included below are derivative transactions with related parties consisting primarily of interest rate, foreign exchange and credit default swaps. The fair value
of derivatives outstanding at March 31, 2002 and December 31, 2001, with related parties is as follows:

March 31, 2002

December 31, 2001Assets

Liabilities

Assets

Liabilities(In millions)Options

$
114

$
255

$
157

$
383Forward contracts


437


195


212


117Swaps


117


39


341


209$
668

$
489

$
710

$
709


37

---

Sources and Maturities of OTC Derivatives

The following table sets forth the distributions, by maturity, of substantially all of our exposure with respect to over-the-counter
derivatives as of March 31, 2002 after taking into account the effect of netting agreements. Fair values were determined on the basis of pricing models and other valuation methods.

|                  |       | Assets
Fair Value at March 31, 2002
|----------------- | ----- | -----------------------------------
|
|
|Options           |       | $                                  
|Forward Contracts |       |                                    
|Swaps             |       |                                    
|                  |       |                                    
|                  | Total |                                    
|                  |       |                                    

|                  |       | Liabilities
Fair Value at March 31, 2002
|----------------- | ----- | ----------------------------------------
|
|
|Options           |       | $                                       
|Forward Contracts |       |                                         
|Swaps             |       |                                         
|                  |       |                                         
|                  | Total |                                         
|                  |       |                                         

PRIVATE EQUITY ACTIVITIES

Our private equity activities include direct investments and investments in partnerships that make private equity and related investments in various portfolio
companies and funds. Our subsidiaries act as general partner of many of these private equity partnerships. These investments are carried at estimated fair value in our consolidated financial
statements. These instruments are primarily in unlisted or illiquid equity or equity-related securities. At March 31, 2002, we had private equity and other long-term investments of
$854 million and had commitments to invest up to an additional $2.3 billion. We managed or advised funds and proprietary equity portfolios with total committed capital of
$20.1 billion and $20.7 billion at March 31, 2002 and December 31, 2001, respectively.

HIGH-YIELD DEBT AND MORTGAGE WHOLE LOANS AND OTHER NON-INVESTMENT-GRADE DEBT

We underwrite, trade and hold high-yield debt, mortgage whole loans, loan participations and foreign sovereign debt and other
non-investment-grade debt. Due to credit considerations, liquidity of secondary trading markets and vulnerability to general economic conditions, these securities generally involve greater
risk than investment-grade securities. We record high-yield debt at fair value, mortgage whole loans and loan participations at lower of cost or fair value and foreign sovereign and other
non-investment-grade

38

---

debt at fair value. Timing of the securitization of our mortgage whole loan inventory will impact the size of our positions at any given time. The following summarizes our positions in these
instruments:

March 31, 2002

December 31, 2001Long

Short

Long

Short(In millions)High-yield debt

$
839

$
610

$
895

$
731Mortgage whole loans


7,344


1,070


6,846


856Loan participations


127





162


Other non-investment grade debt


29





187


Total

$
8,339

$
1,680

$
8,090

$
1,587


OFF BALANCE SHEET ARRANGEMENTS

In the ordinary course of business, we sell commercial and residential mortgage whole loans to special purpose vehicles ("SPVs"). These SPVs are set up by our
subsidiaries and affiliates to securitize mortgage whole loans. Our principal broker-dealer subsidiary, CSFB Corp., underwrites asset-backed securities for the SPVs. These SPVs are qualified special
purpose vehicles ("QSPEs") under Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" a
replacement of FASB Statement No. 125" ("SFAS 140"). As more fully described below under "Accounting Developments", SFAS 140 sets forth specific guidelines to distinguish
transfers of financial assets that are sales from transfers that are secured borrowings. An SPV that is a QSPE is not required to be consolidated in the transferor's financial statements. For an SPV
to qualify as a QSPE, certain conditions must be met such as being an entity demonstratively distinct from the transferor, with limits on permitted activities, assets it can hold and permitted sales,
exchanges, puts or distribution of its assets. Since our securitization SPVs have been structured to qualify as QSPEs, the related assets and liabilities are not consolidated into our financial
statements. For the three months ended March 31, 2002 we sold $3.0 billion of mortgage whole loans to such QSPEs.

In
addition, we also engage indirectly in securitization transactions pursuant to which we sell mortgage whole loans and other financial instruments to affiliates of CSFBI. These
affiliates in turn transfer such assets to SPVs. In the normal course of business, we sell mortgage whole loans and other financial instruments to such affiliates in connection with such transactions
on market terms that could be obtained from unaffiliated parties. For the three months ended March 31, 2002, we sold approximately $3.7 billion of mortgage whole loans to such affiliates
in connection with such transactions.

ACCOUNTING DEVELOPMENTS

In June 2001, the Financial Accounting Standards Board (the "FASB"), issued Statement of Financial Accounting Standards No. 141, "Business
Combinations" ("SFAS 141"), which requires that all business combinations initiated after June 30, 2001 be accounted for under the purchase method of accounting. The pooling of interest
method will no longer be permitted. The Company previously adopted SFAS 141 for all business combinations initiated after June 30, 2001. Effective January 1, 2002, the Company adopted the remaining
provisions of SFAS 141.

In
June 2001, the FASB issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), which requires that goodwill
be reviewed for impairment instead of being amortized to earnings. The statement is effective for fiscal years beginning after December 15, 2001. Effective January 1, 2002, the Company adopted
SFAS 142. The Company is still evaluating the impact of SFAS 142 with respect to the Standard's goodwill impairment provisions. See Note 15 of the condensed consolidated financial
statements for more information on goodwill and other intangible assets.

In
June 2001, the FASB issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143"), which addresses the
financial accounting and reporting for

39

---

obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement is effective for fiscal years beginning after
June 15, 2002.

In
October 2001, the FASB, issued Statement of Financial Accounting Standards No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets"
("SFAS 144"), which replaces FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of".
SFAS 144 requires that long-lived assets which are "held for sale" be measured at the lower of carrying amount or fair value less cost to sell and also broadens the reporting
requirements for discontinued operations. This statement is effective for fiscal years beginning after December 15, 2001, and is to be applied prospectively. Effective January 1, 2002, the
Company adopted SFAS 144.

In
April 2002, the FASB issued Statement of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections" ("SFAS 145"). This Statement rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, FASB Statement No. 64,
Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This statement amends FASB Statement No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. Management is evaluating the impact
of adopting SFAS 145.

ITEM 3:    Quantitative and Qualitative Disclosures about Market Risk

Risk Management and Value at Risk

For a description of our risk management policies and procedures and the value-at-risk ("VAR") model, including such model's assumptions
and limitations, we refer you to the Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the
year-ended December 31, 2001. Our trading portfolio VAR was approximately $38.3 million and $28.7 million at March 31, 2002 and December 31, 2001,
respectively.

Due
to the benefit of diversification, our VAR is less than the sum of the individual components.

March 31,
2002

December 31,
2001(In millions)Trading:Interest rate risk

$
39.1

$
29.2Equity risk


10.6


10.0Foreign currency exchange risk


0.1


0.0Total

$
38.3

$
28.7


The
equity risk on our non-trading financial instruments portfolio, which is comprised of our private equity investments, is calculated using a sensitivity analysis described
in our Annual Report on Form 10-K for the year ended December 31, 2001. At March 31, 2002, and December 31, 2001, the non-trading equity risk was
approximately $85.4 million and $95.9 million, respectively.

The
interest rate risk on non-trading positions is measured using sensitivity analysis that estimates the potential decline in the value of the non-trading
portfolio resulting from a 100 basis points decline in the interest rates of G 21 nations and a 200 basis points decline in the interest rates of non-G 21 nations. Our
non-trading interest rate risk was approximately $355.5 million and $361.0 million at March 31, 2002 and December 31, 2001, respectively.

We
do not have material foreign exchange or commodity price risks on our non-trading portfolio.

40

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PART II    OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

Certain significant legal proceedings and matters have been previously disclosed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001. The following is an update of such proceedings and significant proceedings that have arisen since the filing of the Company's Annual Report on Form 10-K
for the year ended December 31, 2001.

AmeriServe Food Distribution Inc. Litigation

On or about April 11, 2002, DLJSC settled the case filed by Morgens Waterfall Holdings, LLC ("Morgens") in the U.S. District Court for the Southern
District of New York that arose out of Morgens' purchases of the secured AmeriServe notes issued on or about October 1, 1999. The Bankruptcy Court has approved this settlement, resulting in the
voluntary dismissal of Morgens as a plaintiff in the adversary proceeding pending against DLJ Capital Funding.

The
Bankruptcy Court's approval of the settlement reached in the action filed by Conseco Capital Management, Inc. ("Conseco") and certain affiliated entities in the U.S. District
Court for the Southern District of New York arising out of alleged misrepresentations and omissions relating to Conseco's purchases of the secured AmeriServe notes issued on or about October 1,
1999 has resulted in the voluntary dismissal of Conseco as a plaintiff in the adversary proceeding pending against DLJ Capital Funding.

Independent Energy Holdings PLC Litigation

In the consolidated action captionedIn re Independent Energy Holdings PLC Securities Litigationpending in the
U.S. District Court for the Southern District of New York, our entities have opposed plaintiffs' motion for class certification.

We
intend to defend vigorously against all of the claims asserted in this matter.

Litigation Relating To IPO Allocation Practices

On April 19, 2002, the plaintiffs in the large number of putative class action complaints filed in the U.S. District Court for the Southern District of New
York concerning IPO allocation practices, filed consolidated amended complaints. The complaints allege various violations of the federal securities laws resulting from alleged material omissions and
misstatements in registration statements and prospectuses for the initial public offerings, and in some cases follow-on offerings, and with respect to transactions in the aftermarket. The
complaints also allege that misleading analyst reports were issued to support the issuers' allegedly manipulated stock price and that such reports filed to disclose the alleged allocation practices or
that analysts were allegedly subject to conflicts of interest.

On
March 29, 2002, CSFB Corp. moved to dismiss the complaint in the action currently pending in the U.S. District Court for the Southern District of New York brought by a putative
class of issuers in initial public offerings in which CSFB Corp. acted as lead manager.

On
April 17, 2002, the claims against CSFB Corp. and four other investment banks, in the putative class action filed with the U.S. District Court for the Southern District of New
York alleging violations of the federal securities laws resulting from the issuance of research reports on certain internet and technology company stocks, were dismissed without prejudice.

We
intend to defend vigorously against all of the claims asserted in these matters.

Enron-related Litigation and Inquiries

Since February 27, 2002, CSFBI, DLJSC, and certain other investment banks, along with NewPower Holdings, Inc. ("NewPower") and certain of NewPower'
s directors, have been named as defendants in eleven putative class actions filed with the U.S. District Court for the Southern District of New York. One of our employees is a director of NewPower and
is named in nine of the eleven complaints. These

41

---

complaints allege violations of federal securities law due to alleged material misrepresentations in, and omissions of material fact from, the registration statement and prospectus issued in
connection with NewPower's October 5, 2000 IPO, and for alleged misrepresentations and omissions regarding NewPower after the IPO. According to the complaints, NewPower was formed by Enron in
1999, and Enron remains NewPower's controlling shareholder. On April 24, 2002, the Court ordered that a consolidated complaint be filed 45 days after a lead plaintiff has been selected.
We intend to defend ourselves vigorously against all of the claims asserted in this matter.

On
March 15, 2002, certain executives and directors of Enron, Arthur Andersen, and CSFB Corp. were named in a putative class action filed in the U.S. District Court for the
Southern District of Mississippi by purchasers of publicly traded Enron securities who purchased between October 19, 1998, and November 27, 2001. This complaint alleges violations of
federal securities laws due to alleged misstatements and omissions of material fact contained in certain registration statements and prospectuses issued in connection with the sale of certain Enron
debt securities and common stock, and for alleged misstatements and omissions of material fact regarding the financial condition of Enron. We intend to defend ourselves vigorously against all of the
claims asserted in this matter.

On
April 8, 2002, Enron and certain executives and directors of Enron, Arthur Andersen and certain partners, executives and employees of Arthur Andersen, the law firm of
Vinson & Elkins, L.L.P. and certain partners of Vinson & Elkins, and CSFB Corp. and certain other investment banks, were named in a putative class action filed in the U.S. District Court
for the Southern District of Texas by Enron employees who participated in various Enron employee savings plans. The complaint alleges violations of the Employment Retirement Income Security Act of
1974, or ERISA, for various breaches of fiduciary duty, violations of the Racketeer Influenced and Corrupt Organizations Act, or RICO, state law negligence, and civil conspiracy for alleged misconduct
in connection with the administration of Enron's employee savings plans. CSFB and the other investment banking defendants have been named only in connection with the RICO and civil conspiracy claims.
We intend to defend ourselves vigorously against all of the claims asserted in this matter.

On
April 8, 2002, Enron and certain executives and directors of Enron, Arthur Andersen and certain partners, executives and employees of Arthur Andersen, the law firms of
Vinson & Elkins, L.L.P. and Kirkland & Ellis, and CSFB Corp. and certain other investment banks, were named in a consolidated putative class action filed in the U.S. District Court for
the Southern District of Texas by purchasers of Enron publicly traded equity and debt securities between October 19, 1998, and November 27, 2001. The complaint alleges violations of the
federal securities laws for alleged misstatements and omissions of material fact regarding the financial condition of Enron, alleged misstatements and omissions of material fact in connection with
various registration statements and prospectuses issued in connection with the sale of certain Enron securities and alleged controlling person liability, and violations of the Texas Securities Act for
alleged material misstatements and omissions of material fact in connection with registration statements and prospectuses issued in connection with the sale of certain Enron debt securities. CSFB has
been named only in connection with the claims under the federal securities laws for alleged misstatements and omissions of material fact regarding the financial condition of Enron and for controlling
person liability. We intend to defend ourselves vigorously against all of the claims asserted in this matter.

On
March 15, 2002, certain executives and directors of Enron, Arthur Andersen, and CSFB Corp. and certain other investment banks were named in an action filed in the Circuit Court
of Montgomery County, Alabama. A first amended complaint was filed on April 3, 2002. The first amended complaint alleges violations of the Securities Act of Alabama, the federal securities
laws, as well as violations of Alabama statutory and common law due to alleged misstatements and omissions of material fact from certain registration statements and prospectuses issued in connection
with the sales of certain Enron debt securities and common stock and for alleged material misstatements and omissions regarding Enron. CSFB has been named only in connection with the claims under
Alabama law. On April 22, 2002, the defendants removed the action to Alabama federal court and moved to transfer the action to New York federal court. On April 24, 2002, plaintiff filed
a motion to remand the action to Alabama state court. The

42

---

Alabama federal court has set a hearing for May 20, 2002 to consider the transfer and remand motions. We intend to defend ourselves vigorously against all of the claims asserted in this
matter.

CSFB
Corp., as well as, we understand, other investment banks, have received inquiries and requests for information from certain U.S. Congressional committees, the Securities and
Exchange Commission and the New York Stock Exchange regarding certain transactions and business relationships with Enron and its affiliates, including certain Enron-related special purpose entities.
We are cooperating fully with such inquiries and requests.

Research Matters

The New York State Attorney General, the Secretary of the Commonwealth of Massachusetts, Securities Division, the Securities and Exchange Commission, the National
Association of Securities Dealers, and the NYSE, are reviewing the independence of research departments. CSFB Corp., as well as, we understand, other financial services firms, have been asked to
provide information and documents. We are fully cooperating with these inquiries.

We
are involved in a number of judicial, regulatory and arbitration proceedings (including those described above and actions that have been separately described in previous filings)
concerning matters arising in connection with the conduct of our businesses. Some of the actions have been brought on behalf of various classes of claimants and seek damages of material and
indeterminate amounts. We believe, based on currently available information and advice of counsel, that the results of such proceedings, in the aggregate, will not have a material adverse effect on
our financial condition but might be material to operating results for any particular period, depending, in part, upon the operating results for such period.

ITEMS 2, 3 and 4.

Pursuant to General Instruction H of Form 10-Q the information required by Items 2, 3 and 4 is omitted.

ITEM 5.

We have made in this Quarterly Report on Form 10-Q, including, without limitation in "Legal Proceedings" in Part II Item 1, and in
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2, and from time to time may otherwise make in our public filings and press releases,
forward-looking statements concerning our operations, economic performance and financial condition, as well as our future plans and strategic objectives. Such forward-looking statements are subject to
various risks and uncertainties, and we claim the protection afforded by the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Actual
results could differ materially from those anticipated herein or in any such other filings, releases or statements because of a number of factors, including without limitation, those detailed in
"Business-Certain Factors That May Affect Our Business" in Part I, Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2001, those discussed
elsewhere herein, and in other public filings and press releases. These forward-looking statements are not historical facts but instead represent only our belief regarding future events, many of
which, by their nature, are inherently uncertain and beyond our control. By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results may
differ, possibly materially, from the results indicated in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements except as otherwise required
by applicable law.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K



43

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|             |  | CREDIT SUISSE FIRST BOSTON (USA), INC.
|------------ |  | --------------------------------------
|May 15, 2002 |  | By:                                   

44

---



INDEX TO EXHIBITS

|Exhibits No. |  | Description                                        
|------------ |  | ---------------------------------------------------
|12           |  | Computation of ratio of earnings to fixed charges.*

---

45

---



Exhibit 12

CREDIT SUISSE FIRST BOSTON (USA), INC.        STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES        (Unaudited)        (In millions, except for ratio)

|                                                             |                                                 |                     |       |       |       |       |       |       |       |       |       | Three
Months
Ended
March 31,
2002
|------------------------------------------------------------ | ----------------------------------------------- | ------------------- | ----- | ----- | ----- | ----- | ----- | ----- | ----- | ----- | ----- | ---------------------------------
|
|
|Earnings:                                                    |                                                 |                     |       |       |       |       |       |       |       |       |       |                                  
|                                                             | Income (loss) before provision for income
taxes |                     | $     | 661   |       | $     | 601   |       | $     | 954   |       | $                                
|Add: Fixed Charges                                           |                                                 |                     |       |       |       |       |       |       |       |       |       |                                  
|                                                             | Interest expense (gross)                        |                     |       | 4,012 |       |       | 4,501 |       |       | 4,840 |       |                                  
|                                                             | Interest factor in rents                        |                     |       | 29    |       |       | 39    |       |       | 53    |       |                                  
|                                                             |                                                 |                     |       |       |       |       |       |       |       |       |       |                                  
|                                                             |                                                 | Total fixed charges |       |       | 4,041 |       |       | 4,540 |       |       | 4,893 |                                  
|                                                             |                                                 |                     |       |       |       |       |       |       |       |       |       |                                  
|Earnings before fixed charges and provision for income taxes |                                                 | $                   | 4,702 |       | $     | 5,141 |       | $     | 5,847 |       | $     | 6,716                            
|                                                             |                                                 |                     |       |       |       |       |       |       |       |       |       |                                  
|Ratio of earnings to fixed charges                           |                                                 |                     | 1.16  |       |       | 1.13  |       |       | 1.19  |       |       | 0.82                             
|                                                             |                                                 |                     |       |       |       |       |       |       |       |       |       |                                  

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