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SEC Form 20-F - Deutsche Bank Annual Report 2012

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<strong>Deutsche</strong> <strong>Bank</strong> Notes to the Consolidated Financial Statements F-55<br />

<strong>Annual</strong> <strong>Report</strong> <strong>20</strong>10 on <strong>Form</strong> <strong>20</strong>-F 04 – Acquisitions and Dispositions<br />

The noncontrolling interests of € 599 million presented in the table of fair value of assets acquired and liabilities<br />

assumed above were determined at their proportionate share of Postbank’s identifiable net assets (“partial<br />

goodwill method”) measured at fair value as of the closing date.<br />

Before the business combination, <strong>Deutsche</strong> <strong>Bank</strong> and Postbank were parties to certain transactions considered<br />

as pre-existing relationships. Among these transactions were various financial instruments included in the course<br />

of the parties’ regular interbank and hedging activities, certain bonds issued by the Group or by Postbank<br />

which were held by the other party and specific payment services provided to the Group by Postbank. As of the<br />

acquisition date, the settlement of certain financial instruments issued by <strong>Deutsche</strong> <strong>Bank</strong> and held by Postbank<br />

resulted in an extinguishment loss of € 1 million included in other income of the Group’s consolidated income<br />

statement of the fourth quarter <strong>20</strong>10. Likewise, the determination of the consideration transferred and its<br />

allocation to Postbank’s net assets acquired had been adjusted for € 176 million, the fair value of the related<br />

instruments as of the acquisition date.<br />

In addition, the Group and Postbank are parties to a comprehensive, mutually beneficial cooperation agreement.<br />

The agreement was entered into in <strong>20</strong>08 in context of the acquisition of a noncontrolling interest in Postbank<br />

and encompassed financing and investment products, business banking and commercial loans as well as<br />

customer-oriented services. The agreement also covered areas such as sourcing and IT-infrastructure.<br />

Following consolidation commencing on December 3, <strong>20</strong>10, Postbank contributed net revenues and net income<br />

after tax (including amortization of fair value adjustments from the preliminary purchase price allocation) of<br />

€ 423 million and € 62 million, respectively, to the Group’s income statement. Considering certain transaction<br />

and integration costs of € 48 million recorded on the Group level, the Postbank consolidation impact on PBC’s<br />

income before income taxes attributable to DB shareholders in <strong>20</strong>10 amounted to € 30 million.<br />

If consolidation had been effective as of January 1, <strong>20</strong>10, Postbank’s pro-forma contribution to the Group’s net<br />

revenues and net income after tax in <strong>20</strong>10 would have been € 3,805 million and € 138 million, respectively. This<br />

pro-forma performance information was determined on the basis of Postbank’s preliminary stand-alone results<br />

for the year <strong>20</strong>10 and does not include any amortization of notional fair value adjustments from the purchase<br />

price allocation for the period January 1, <strong>20</strong>10 through December 31, <strong>20</strong>10, any consolidation adjustments or<br />

the revaluation charge which the Group had actually recorded in the third and fourth quarter of <strong>20</strong>10 on its<br />

previous equity method investment in Postbank.<br />

Acquisition-related costs borne by the Group as the acquirer amounted to € 12 million which were recognized<br />

in general and administrative expenses in the Group’s income statement for <strong>20</strong>10.<br />

Due to closing of the transaction only shortly before year-end and given its complexity, the initial acquisition<br />

accounting for the business combination is not yet completed.

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