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SEC Form 20-F - Deutsche Bank Annual Report 2012

SEC Form 20-F - Deutsche Bank Annual Report 2012

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<strong>Deutsche</strong> <strong>Bank</strong> Item 3: Key Information 15<br />

<strong>Annual</strong> <strong>Report</strong> <strong>20</strong>10 on <strong>Form</strong> <strong>20</strong>-F<br />

incur, as a result of the takeover and consolidation as well as the implementation of our strategic goals, such<br />

as the strengthening of our private banking business and the redeployment of capital in other business areas,<br />

involve subjective assumptions and judgments that are subject to significant uncertainties. These include, for<br />

example, assumptions and judgments relating to Postbank’s credit quality, the quality of other assets such as<br />

securities portfolios, liquidity and capital planning, risk management and internal controls. Postbank’s securities<br />

portfolio, for example, contains partially illiquid or only somewhat liquid structured products that may also be<br />

subject to a further decrease in value in a substantial amount.<br />

Furthermore, unforeseen difficulties may emerge in connection with the integration of Postbank’s business into<br />

our own, including potential difficulties due to different risk management structures and IT systems, difficulties<br />

in integrating personnel, different internal standards and business procedures, the commitment of management<br />

resources in connection with the integration process and the potential loss of our key personnel or Postbank’s<br />

key personnel. Any of these factors could adversely affect the benefits and synergies we expect to realize or<br />

increase our costs in connection with the integration. In addition, a variety of factors that are partially or entirely<br />

beyond our and Postbank’s control, such as negative market developments, could result in our failure to realize<br />

benefits and synergies to the full extent we expect or within the timeframe we expect, or increase our costs.<br />

Also, while we own a majority of Postbank’s shares, and while, as of February 24, <strong>20</strong>11, four of the <strong>20</strong> members<br />

of Postbank’s supervisory board are employed by or otherwise associated with us, Postbank still has third-party<br />

holders of its publicly traded shares, and Postbank’s management continues to be responsible to all its shareholders.<br />

Accordingly, we cannot control Postbank’s activities to the same extent as if it were a wholly owned<br />

subsidiary. This may limit our ability to maximize the value to us of our ownership position, including by limiting<br />

our ability to implement initiatives to integrate Postbank and pursue revenue and cost synergies, to manage<br />

portfolios of assets where we have identified potential improvements or to engage in other transactions between<br />

Postbank and us. Any failure to integrate Postbank’s operations into our own on a timely and efficient basis could<br />

have a material adverse effect on our net assets, financial condition and results of operations.<br />

Postbank reported a loss before tax in each of <strong>20</strong>09 and <strong>20</strong>08, and although it reported a net profit<br />

before tax in <strong>20</strong>10, this does not indicate that it will be profitable in any future periods.<br />

Postbank reported a loss before tax of € 1,064 million in its <strong>20</strong>08 financial year and a loss before tax of<br />

€ 398 million in its <strong>20</strong>09 financial year. In its <strong>20</strong>10 financial year, Postbank preliminarily reported a profit before<br />

tax of € 315 million. However, this does not indicate that Postbank will be profitable in any future periods. In<br />

addition, a variety of factors that are partially or entirely beyond our and Postbank’s control, such as valuation<br />

risks in respect of Postbank’s investment portfolio, could have an adverse effect on its results of operations.<br />

Any failure by Postbank to achieve a sustainable improvement of its results could have a material adverse<br />

effect on our net assets, financial condition and results of operations following the consolidation of Postbank.<br />

The consolidation of Postbank had a material adverse effect on our regulatory capital ratios, and our<br />

assumptions and estimates concerning the effects of the consolidation on our regulatory capital ratios<br />

may prove to be too optimistic.<br />

The consolidation of Postbank had a material adverse effect on our regulatory capital ratios, reducing our Tier 1<br />

capital ratio by 2.65 % and our core Tier 1 capital ratio by 2.45 %, although this effect was offset by the capital<br />

increase we implemented in October <strong>20</strong>10. The consolidation also increased our risk-weighted assets by<br />

€ 60.4 billion (consisting of € 66.9 billion of new risk weighted assets from Postbank and an elimination of<br />

€ 6.4 billion in relation to our pre-consolidation Postbank investment). The final purchase price allocation for the

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