Correspondence 0001104659-22-120382 from CREDIT SUISSE GROUP AG (CIK 0001159510)
CREDIT SUISSE GROUP AG (CIK 0001159510)
Date: Nov. 18, 2022 · CIK: 0001159510 · Accession: 0001104659-22-120382
AI Filing Summary & Sentiment
File numbers found in text: 001-15244
Referenced dates: August 22, 2022
Show Raw Text
CORRESP 1 filename1.htm November 18, 2022 VIA EDGAR Cara Lubit Robert Klein Division of Corporation Finance Office of Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Credit Suisse Group AG Form 20-F for the Fiscal Year Ended December 31, 2021 Filed March 10, 2022 File No. 001-15244 Dear Ms. Lubit and Mr. Klein: Credit Suisse Group AG (the “Group” or “Credit Suisse”) is writing in response to the letter from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) dated October 20, 2022, containing the Staff’s comments with respect to the Group’s annual report on Form 20-F for the fiscal year ended December 31, 2021, filed with the Commission on March 10, 2022 (the “2021 Form 20-F”). As discussed between Ms. Lubit of the Staff and Sebastian Sperber of Cleary Gottlieb Steen & Hamilton LLP, our counsel, on October 24, 2022, the Group very much appreciates the Staff’s accommodation to file its response via EDGAR on or before November 18, 2022, as opposed to submitting it by the originally requested deadline. For ease of reference, the Group has repeated the Staff’s comments in italicized text prior to its responses. Defined terms in our responses that are not defined below are defined in the 2021 Form 20-F. Please note that in the version of this letter filed via EDGAR confidential information has been omitted and delivered separately to the Staff and the redactions are denoted in the EDGAR-filed version by bracketed asterisks (“[***]”). Ms. Cara Lubit and Mr. Robert Klein Securities and Exchange Commission November 18, 2022 Page 2 Form 20-F for the Fiscal Year Ended December 31, 2021 Notes to the consolidated financial statements Note 1 - Summary of significant accounting policies Revisions of prior period financial statements, page 292 1. We note your response to prior comment 3 relating to the reclassification and other changes to the consolidated statements of cash flows and the related SAB 99 materiality analysis provided for the errors identified. Your response notes that you conducted a detailed review of reporting processes supporting the consolidated cash flow statements in the second half of 2021. Explain in more detail the factors driving this review. In addition, your response notes that the review was part of a series of self-identified enhancements to the accounting control environment in recent years. Please tell us whether you conducted detailed reviews of the reporting processes supporting the other consolidated financial statements, and, if so, when those reviews were conducted. Response to Comment 1 We acknowledge the Staff’s comment in relation to our response to prior comment 3 in the letter dated August 22, 2022, relating to the reclassification and other changes to the consolidated statements of cash flows and related SAB 99 materiality analysis. Our responses below refer to and supplement the response provided to prior comment 3. Management continuously reviews its control environment and enhances its processes to self-identify improvements to the accounting control environment. A primary example is the accounting Quality Assurance Review (“QAR”), which is a business-as-usual activity and focuses on a specific accounting topic and documenting and reviewing the way such a topic is addressed across relevant entities and systems within the Group to ensure appropriate treatment in our consolidated financial statements and footnote disclosures. In addition, we also consider identified control deficiencies and whether those are reflective of potential areas for process and control improvements. This included our review work on the consolidated statement of cash flows, which followed from an earlier matter relating to the intra-table classification within the Loans footnote disclosure. In the second quarter of 2020, we identified a mapping error in our Loans footnote disclosure. As a result of this matter, a significant deficiency (“Loans footnote deficiency”) was identified and reported to the Board of Directors (“BoD”) Audit Committee. As part of the continuous reviews that we perform over our control environment and informed by the remediation of the Loans footnote deficiency, management carried out a review of disclosure table extracts that were dependent on manual processes and/or on the receipt of non-balance sheet or income statement data elements. Using a risk-based approach, management reviewed the data inputs into selected footnote disclosures and confirmed the accounting treatment. The risk-based approach considered various factors including the complexity of the relevant accounting standards, extent of automation in the underlying production processes, criticality of the data inputs, and history of errors and/or control deficiencies relating to the disclosure. While the consolidated statement of cash flows is a primary financial statement, it requires recategorization of certain income statement line items, and is not fully automated, and was therefore included in the review. Ms. Cara Lubit and Mr. Robert Klein Securities and Exchange Commission November 18, 2022 Page 3 The review was completed in the second quarter of 2022, following the analysis of forty-seven disclosure tables and thirty-seven critical data inputs impacting disclosure tables. Critical data inputs refer to trade or position attributes such as maturity date or product name. 2. Your response to comment 3 indicates that control deficiencies were identified where inappropriate mapping rules were used and that the automated rules relating to the sharebased compensation and cash flow hedges were remediated prior to the filing of the 2021 Form 20-F. Please address the items below. · Clarify whether these control deficiencies were determined to be a significant deficiency. · Your response indicates that the remediation of the rules relating to the nonfunctional currency gains and losses is expected to be completed in 2022. Please clarify whether the same control deficiency (deficiencies) was (were) identified related to the non-functional currency gains and losses and/or whether there were additional control deficiencies related to this error. · As part of your response, explain each of the control deficiencies in more detail, as well as how you concluded that they did not rise to the level of a material weakness given the nature of the control deficiencies (at least several mapping rule errors) and the fact that they led to quantitative errors exceeding 10% of the respective line items for several periods. Response to Comment 2 We acknowledge the Staff’s comment 2 relating to our response to prior comment 3 in the letter dated August 22, 2022, that a control deficiency was identified where inappropriate mapping rules were used and that the automated rules relating to the share-based compensation and cash flow hedges were remediated prior to the filing of the 2021 Form 20-F (“Mapping rules deficiency”). We also acknowledge the Staff’s comment relating to the distinct control deficiency relating to non-functional currency gains and losses (“Nonfunctional currency gains and losses deficiency”) and/or whether there were additional control deficiencies related to this error. Both topics were reported to the BoD Audit Committee in the context of the corrections to the consolidated statements of cash flows, the results of the reviews that we perform on our control environment, and the reporting of select control deficiencies that do not rise to the level of a significant deficiency. At the request of the BoD Audit Committee, and for transparency on the control environment, management reports on a recurring basis to those charged with governance at the Group (i.e., the BoD Audit Committee) on various internal control topics, which include the reporting of required matters (e.g., material weaknesses (if applicable), significant deficiencies, etc.) and other items that relate to the annual and/or quarterly financial reporting or are topical in nature (e.g., prior period financial reporting corrections, select control deficiencies that do not rise to the level of a significant deficiency, process and control recommendations, etc.). Ms. Cara Lubit and Mr. Robert Klein Securities and Exchange Commission November 18, 2022 Page 4 In 2021, as a part of the review that we performed over the consolidated statement of cash flows (as referred to in our response to comment 1), we self-identified the Mapping rules deficiency, which relates to certain cash flow positions that had not been categorized in accordance with Generally Accepted Accounting Principles in the United States of America (“US GAAP”) due to inappropriate mapping rules. This deficiency was remediated and closed in 2021 prior to the filing of our 2021 Form 20-F. Notwithstanding the quantitative percentages of the corrections (as outlined in Exhibit A), the control deficiency was not material or significant, individually or in combination with other control deficiencies, for the reasons outlined below. · The magnitude of the potential misstatement/error, in combination with qualitative considerations, was not material to a reader of our financial reporting. We considered several quantitative and qualitative factors: o The disclosures as reported on the consolidated statement of cash flows. o The management review (as referred to in our response to comment 1), which was compensating in nature and identified these items, over the process and reporting of the consolidated statement of cash flows. o The actual size and relevance of the items identified that resulted in the corrections to our financial reporting (as outlined in Exhibit A). o The impact of these corrections across the relevant periods. o The fact that it is not likely that further quantitative errors that are similar and significant in nature existed, given the findings from the process and reporting review over the consolidated statement of cash flows (as previously outlined). o The impact of these corrections to a reader of our financial reporting. · As outlined in Exhibit A, the largest of these corrections was in relation to Share-based compensation to reflect the relevant amounts relating to accruals and forfeiture events as an adjustment to reconcile Net income to Net cash provided by/(used in) operating activities, as opposed to Net cash provided by/(used in) financing activities. To understand and assess the impact of our Employee deferred compensation, a reader of our financial reporting will likely consider the Employee deferred compensation footnote disclosure, which was not impacted by this matter. An increase or decrease to the amounts reported within that footnote disclosure would be considered, by a reader of our financial reporting, independently of the intra-statement classification of these Share-based compensation related accruals and forfeiture events within our consolidated statement of cash flows. · The impact of this control deficiency was limited to the intra-statement presentation within the consolidated statement of cash flows. There was no impact to any other financial statement or any footnote disclosure. In the context of the “total mix” of information available to a reader of our financial reporting, and considering the factors outlined above, this control deficiency was not material or significant, individually or in combination with other control deficiencies. Ms. Cara Lubit and Mr. Robert Klein Securities and Exchange Commission November 18, 2022 Page 5 · As of December 31, 2021, the likelihood of a potential misstatement/error resulting from the Mapping rules deficiency was remote and the magnitude of the potential misstatement/error was limited, as we made the relevant corrections to our financial reporting in 2021, as deemed necessary, we remediated the associated mapping rules in the respective system, and we closed the control deficiency prior to our filing of the 2021 Form 20-F. In 2021, as a part of the review that we performed over our consolidated statement of cash flows (as referred to in our response to comment 1), we self-identified the Nonfunctional currency gains and losses deficiency, which relates to the computation and reporting of the cash flow effects of gains and losses on remeasurements within the consolidated statement of cash flows. Prior to the filing of the 2021 Form 20-F, we corrected our financial reporting (as outlined in Exhibit A), as deemed necessary, and identified a distinct control deficiency, which was not material or significant, individually or in combination with other control deficiencies. Notwithstanding the quantitative percentages of the corrections, the impact of these corrections (as outlined in Exhibit A) and the severity of the associated control deficiency was not material to a reader of our financial reporting for the reasons outlined below. · The likelihood of a potential misstatement/error resulting from the Nonfunctional currency gains and losses deficiency was reasonably possible, as not all instruments are included within our computation of the cash flow effects of gains and losses resulting from the remeasurement of foreign currency-denominated monetary assets and liabilities (refer to our response to comment 3 for further detail). However, the magnitude of the potential misstatement/error, in combination with qualitative considerations, was not material to a reader of our financial reporting. We considered several quantitative and qualitative factors: o The disclosures as reported on the consolidated statement of cash flows. o The management review (as referred to in our response to comment 1), which was compensating in nature and identified these items, over the process and reporting of the consolidated statement of cash flows. o The actual size and relevance of the items identified that resulted in the corrections to our financial reporting (as outlined in Exhibit A). o The impact of these corrections across the relevant periods. o The potential impact of the relevant instruments not included in the computation of the cash flow effects of gains and losses resulting from the remeasurement of foreign currency-denominated monetary assets and liabilities (as referred to in our response to comment 3). o The fact that it is not likely that further quantitative errors that are similar and significant in nature existed, given the findings from the process and reporting review over the consolidated statement of cash flows (as previously outlined), and the process and control enhancements. o The impact of these corrections to a reader of our financial reporting. Ms. Cara Lubit and Mr. Robert Klein Securities and Exchange Commission November 18, 2022 Page 6 · A reader of our financial reporting may consider whether we are attracting or losing customers. An indicator of this is the Loan and Customer deposit balances as reflected in our consolidated balance sheet and the associated footnote disclosures. An increase or decrease to these balance sheet amounts would be considered, by a reader of our financial reporting, independently of the remeasurement cash flow effects (gains and losses resulting from the remeasurement of foreign currency-denominated monetary assets and liabilities) as reported on our consolidated statement of cash flows. The impact of these remeasurements is not material in relation to the balance sheet amounts of Loans or Customer deposits and these remeasurements do not indicate whether we are attracting or losing customers. · As noted above, to understand and assess our Loans or Customer deposits, and the results of our business activities for these balances, a reader of our financial reporting will primarily consider the disclosures in our consolidated balance sheet and the associated footnote disclosures. The