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Accounting for the acquisition of Credit Suisse Group
6 Months Ended
Jun. 30, 2024
Disclosure Of Business Combinations [Line items]  
Accounting for the acquisition of Credit Suisse Group
 
Note 2
 
Accounting for the acquisition of the Credit
 
Suisse Group
The transaction
On 12 June
 
2023, UBS Group AG
 
acquired Credit
 
Suisse Group AG,
 
succeeding by
 
operation of
 
Swiss law
 
to all
assets and liabilities of Credit Suisse Group AG, and became the direct
 
or indirect shareholder of all of the
 
former
direct and indirect subsidiaries of
 
Credit Suisse Group AG. The acquisition
 
of Credit Suisse Group AG constituted
 
a
business combination under IFRS 3,
Business Combinations
, and was required to be accounted for by applying the
acquisition method of accounting.
 
IFRS 3 measurement period adjustments
 
for the acquisition of the Credit Suisse
 
Group
The acquisition of
 
Credit Suisse Group
 
AG was made
 
without the ordinary
 
due diligence procedures
 
and outside
the conventional time
 
frame for an
 
acquisition of
 
this scale and
 
nature. As
 
such, complete
 
information about all
relevant facts and
 
circumstances as of
 
the acquisition date
 
was not practically
 
available to UBS
 
at the time
 
when
the initial acquisition accounting was applied for the purpose of the UBS Group second quarter 2023 report, with
the amounts that form part of
 
the business combination accounting therefore
 
considered provisional and subject
to further measurement period
 
adjustments if new
 
information about facts
 
and circumstances existing on
 
the date
of the acquisition were to
 
be obtained within one year from
 
the acquisition date. The acquisition of Credit
 
Suisse
Group AG resulted in
 
provisional negative
 
goodwill of
 
USD
27.7
bn reported
 
in the
 
UBS Group
 
Annual Report
 
2023.
 
For details
 
of the
 
accounting for the
 
acquisition, including measurement
 
period adjustments effected
 
during the
year ended 31 December
 
2023, refer to
 
“Note 1a Material accounting
 
policies” and “Note 2
 
Accounting for the
acquisition of
 
the Credit
 
Suisse Group”
 
in the
 
“Consolidated financial
 
statements”
 
section of
 
the UBS
 
Group Annual
Report 2023.
 
In the
 
second quarter
 
of 2024,
 
in light of
 
the additional
 
information about
 
circumstances existing
 
on the
 
acquisition
date that became available to management, IFRS 3 measurement period adjustments of USD
0.2
bn were made in
relation to
Provisions and contingent liabilities
(refer to
“Change in provisions and contingent
 
liabilities”
 
below). In
addition,
 
fair
 
value
 
measurement
 
adjustments
 
of
 
USD
0.3
bn
 
were
 
made
 
to
 
the
 
acquisition
 
date
 
fair
 
values
 
of
exposures associated with Russia, as well as
 
other positions in Non-core and Legacy,
 
following the completion of a
detailed review.
 
The adjustments
 
reflect management’s
 
final conclusions
 
on critical
 
assumptions and
 
judgments,
which are within a range of reasonably possible outcomes, relating to significant uncertainties that
 
existed on the
acquisition date. Comparative-period information
 
has been revised accordingly.
 
The measurement
 
period adjustments
 
effected in
 
the second
 
quarter of
 
2024 resulted
 
in a
 
decrease in
 
negative
goodwill to USD
27.3
bn from the provisional
 
amount of USD
27.7
bn previously reported
 
in the UBS Group Annual
Report 2023. Retained earnings
 
have been revised
 
to reflect the
 
impact on the
 
prior-period income statement of
net
 
USD
0.5
bn.
 
With
 
the
 
measurement
 
period
 
adjustments
 
effected
 
in
 
the
 
second
 
quarter
 
of
 
2024
 
and
 
the
finalization of the amount of negative goodwill,
 
the acquisition accounting for the transaction
 
is complete.
Change in provisions and contingent liabilities
In
 
addition
 
to
 
the
 
existing
 
USD
1.3
bn
 
litigation provisions
 
previously
 
recorded
 
by
 
the
 
Credit
 
Suisse
 
Group,
 
UBS
recognized
 
on
 
the
 
acquisition
 
date
 
USD
5.6
bn
 
in
Provisions
 
and
 
contingent
 
liabilities
 
for
 
additional
 
litigation
provisions
 
and contingent
 
liabilities, which
 
includes USD
1.6
bn
 
for litigation
 
provisions
 
to reflect
 
management’s
assessment
 
of
 
the
 
associated
 
probability,
 
timing
 
and
 
amount
 
considering
 
new
 
information,
 
and
 
USD
4.0
bn
contingent liabilities for certain
 
obligations in respect of
 
litigation, regulatory and similar
 
matters identified in the
purchase
 
price
 
allocation.
 
The
 
timing
 
and
 
actual
 
amount
 
of
 
outflows
 
associated
 
with
 
litigation
 
matters
 
are
uncertain.
 
UBS
 
has
 
continued
 
to
 
assess
 
the
 
development
 
of
 
these
 
obligations
 
and
 
the
 
amount
 
and
 
timing
 
of
potential outflows. The
 
USD
4.0
bn of
 
contingent liabilities reflect
 
an increase
 
of USD
0.2
bn from
 
the USD
3.8
bn
previously reported in the UBS Group Annual Report 2023.
Effect of measurement period adjustments on
 
the acquisition date balance sheet
 
The table
 
below sets
 
out the
 
identifiable net
 
assets attributable
 
to the
 
acquisition of
 
the Credit
 
Suisse Group
 
as
adjusted to reflect
 
the effects of
 
measurement period adjustments
 
made in the
 
second quarter
 
of 2024, as
 
detailed
above.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
USD m
Purchase price consideration, after consideration of share-based compensation awards
3,710
Credit Suisse Group net identifiable assets on the acquisition
 
date
Assets
As previously
reported in the
Annual Report 2023
Measurement period
adjustment
Revised
Cash and balances at central banks
93,012
(89)
92,923
Amounts due from banks
13,590
(15)
13,575
Receivables from securities financing transactions measured at amortized
 
cost
26,194
26,194
Cash collateral receivables on derivative instruments
20,878
20,878
Loans and advances to customers
247,219
(175)
247,044
Other financial assets measured at amortized cost
13,428
(43)
13,385
Total financial assets measured at amortized cost
414,322
(322)
414,000
Financial assets at fair value held for trading
56,237
56,237
Derivative financial instruments
62,162
62,162
Brokerage receivables
366
366
Financial assets at fair value not held for trading
54,199
54,199
Total financial assets measured at fair value through profit or loss
172,964
172,964
Financial assets measured at fair value through other comprehensive income
0
0
Investments in associates
1,569
1,569
Property, equipment and software
6,055
6,055
Intangible assets
1,287
1,287
Deferred tax assets
998
998
Other non-financial assets
6,892
6,892
Total assets
604,088
(322)
603,766
Liabilities
Amounts due to banks
107,617
107,617
Payables from securities financing transactions measured at amortized cost
11,911
11,911
Cash collateral payables on derivative instruments
10,939
10,939
Customer deposits
183,119
183,119
Debt issued measured at amortized cost
110,491
110,491
Other financial liabilities measured at amortized cost
7,992
7,992
Total financial liabilities measured at amortized cost
432,070
432,070
Financial liabilities at fair value held for trading
5,711
5,711
Derivative financial instruments
67,782
67,782
Brokerage payables designated at fair value
316
316
Debt issued designated at fair value
44,909
44,909
Other financial liabilities designated at fair value
7,574
7,574
Total financial liabilities measured at fair value through profit or loss
126,292
126,292
Provisions and contingent liabilities
9,945
161
10,106
Other non-financial liabilities
3,901
3,901
Total liabilities
572,209
161
572,370
Non-controlling interests
(285)
(285)
Fair value of net assets acquired
31,594
(483)
31,110
Settlement of pre-existing relationships
135
135
Negative goodwill resulting from the acquisition
27,748
(483)
27,264
The
 
tables
 
below
 
set
 
out
 
the
 
consequential
 
impact
 
of
 
the
 
measurement
 
period
 
adjustments
 
on
 
the
 
previously
reported income statements for the
 
six-month period ended 30 June 2023
 
and the quarter ended
 
30 June 2023,
the balance
 
sheets as
 
of 31 March 2024
 
and 31 December
 
2023, and
 
the cumulative
 
effect of measurement
 
period
adjustments on the statement of cash flows
 
for the six-month period ended 30 June 2023.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effect of the measurement period adjustments on the income statement for the six-month period and the quarter
ended 30
June 2023
For the six-month period ended 30 June 2023
For the quarter ended 30 June 2023
USD m
Including
measurement
period
adjustments
made in the
third quarter
2023
Measurement
period
adjustment
made in the
Annual Report
2023
Measurement
period
adjustments
made in the
second
quarter 2024
Revised
As previously
reported in the
third quarter
2023 report
Measurement
period
adjustment
made in the
Annual Report
2023
Measurement
period
adjustments
made in the
second quarter
2024
Revised
Net interest income
3,095
3,095
1,707
1,707
Other net income from financial instruments measured
at fair value through profit or loss
5,198
5,198
2,517
2,517
Fee and commission income
10,688
10,688
5,635
5,635
Fee and commission expense
(954)
(954)
(507)
(507)
Net fee and commission income
9,734
9,734
5,128
5,128
Other income
258
258
188
188
Total revenues
18,284
18,284
9,540
9,540
Negative goodwill
28,925
(1,177)
(483)
27,264
28,925
(1,177)
(483)
27,264
Credit loss expense / (release)
662
662
623
623
Operating expenses
15,696
15,696
8,486
8,486
Operating profit / (loss) before tax
30,852
(1,177)
(483)
29,191
29,356
(1,177)
(483)
27,695
Tax expense / (benefit)
820
820
361
361
Net profit / (loss)
30,032
(1,177)
(483)
28,371
28,995
(1,177)
(483)
27,334
Net profit / (loss) attributable to non-controlling
interests
11
11
3
3
Net profit / (loss) attributable to shareholders
30,021
(1,177)
(483)
28,360
28,992
(1,177)
(483)
27,331
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effect of the measurement period adjustments on the balance sheet as of 31 March 2024 and 31 December 2023
USD m
As of 31 March 2024
As of 31 December 2023
Assets
As previously
reported in the
first quarter
2024 report
Measurement
period
adjustment
made in the
second quarter
2024
Revised
As previously
reported in the
first quarter
2024 report
Measurement
period
adjustment
made in the
second quarter
2024
Revised
Total financial assets measured at amortized cost
1,110,067
(322)
1,109,745
1,189,773
(322)
1,189,451
of which: Cash and balances at central banks
271,527
(89)
271,439
314,148
(89)
314,060
of which: Amounts due from banks
22,143
(15)
22,128
21,161
(15)
21,146
of which: Loans and advances to customers
605,283
(175)
605,108
639,844
(175)
639,669
of which: Other financial assets measured at amortized cost
62,750
(43)
62,707
65,498
(43)
65,455
Total assets
1,607,120
(322)
1,606,798
1,717,246
(322)
1,716,924
Liabilities
Provisions and contingent liabilities
10,914
161
11,076
12,250
161
12,412
Total liabilities
1,521,354
161
1,521,515
1,630,607
161
1,630,769
Equity
Equity attributable to shareholders
85,260
(483)
84,777
86,108
(483)
85,624
of which: Retained earnings
76,436
(483)
75,952
74,880
(483)
74,397
Total equity
85,766
(483)
85,283
86,639
(483)
86,156
Total liabilities and equity
1,607,120
(322)
1,606,798
1,717,246
(322)
1,716,924
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effect of the measurement period adjustments on the statement of cash flows for the six-month period ended 30 June
2023
For the six-month period ended 30 June 2023
USD m
As previously
reported in the
third quarter
2023 report
Cumulative
measurement
period
adjustment
Revised
Cash flow from / (used in) operating activities
Net profit / (loss)
30,032
(1,661)
28,371
of which: Negative goodwill
(28,925)
1,661
(27,264)
Net cash flow from / (used in) operating activities
17,665
17,665
of which: Loans and advances to customers and customer deposits
1,542
714
2,256
of which: Financial assets and liabilities at fair value held for trading
 
and derivative financial instruments
(7,050)
1,268
(5,782)
of which: Financial assets at fair value not held for trading and other financial
 
assets and liabilities
6,015
(1,982)
4,033
Net cash flow from / (used in) investing activities
104,869
(104)
104,765
of which: Cash and cash equivalents acquired upon acquisition of
 
the Credit Suisse Group
108,510
(104)
108,406
Net cash flow from / (used in) financing activities
(25,056)
(25,056)
Total cash flow
Cash and cash equivalents at the beginning of the period
195,321
195,321
Net cash flow from / (used in) operating, investing and financing
activities
97,478
(104)
97,374
Effects of exchange rate differences on cash and cash equivalents
2,960
2,960
Cash and cash equivalents at the end of the period
295,759
(104)
295,656
of which: cash and balances at central banks
261,504
(89)
261,415
of which: amounts due from banks
21,996
(15)
21,981
of which: money market paper
12,259
12,259
Conclusion of an investment management agreement
 
with Apollo and the transfer of senior
 
secured
asset-based financing
In
 
the
 
first
 
quarter
 
of
 
2024,
 
Credit
 
Suisse
 
entered
 
into
 
agreements
 
with
 
entities
 
managed
 
by
 
Atlas
 
Securitized
Products Management Holdings
 
(Atlas) and
 
other affiliates
 
of Apollo Management
 
Holdings (collectively,
 
Apollo)
to
 
conclude
 
the
 
investment
 
management
 
agreement
 
under
 
which
 
Atlas
 
has
 
managed
 
Credit
 
Suisse’s
 
retained
portfolio of
 
assets of
 
its
 
former securitized
 
products group.
 
Following the
 
closure of
 
this
 
agreement,
 
the assets
previously managed by Atlas are to be managed in
 
Non-core and Legacy.
 
The parties also agreed to conclude the
transition services
 
agreement under
 
which Credit
 
Suisse has
 
provided services
 
to Atlas.
 
In addition,
 
Credit Suisse AG
entered into
 
an agreement
 
with Apollo
 
Capital Management
 
(ACM) and
 
other parties
 
managed, controlled
 
and / or
advised by
 
ACM or
 
its affiliates
 
(collectively,
 
the Assignees)
 
to transfer
 
USD
8.0
bn of
 
senior secured
 
asset-based
financing, with
 
USD
6.0
bn funded
 
as of
 
31 December 2023
 
recognized as
 
financial assets
 
at fair
 
value held
 
for
trading
 
at
 
a
 
fair
 
value
 
of
 
USD
5.5
bn
 
and
 
the
 
remaining
 
notional
 
of
 
USD
2.0
bn
 
recognized
 
as
 
derivative
 
loan
commitments at a fair
 
value of USD
0.15
bn, with the fair values
 
of both financing components
 
derecognized from
the Group’s balance
 
sheet as
 
of 31 March 2024.
 
As part
 
of the loan
 
transfer, the Group extended
 
a one-year
 
senior
swingline
 
facility
 
to
 
the
 
Assignees
 
with
 
a
 
total
 
balance
 
as
 
of
 
30 June
 
2024
 
of
 
USD
750
m
 
(31 March
 
2024:
USD
750
m), which is accounted for as
 
an off-balance sheet irrevocable commitment. In
 
the first quarter of 2024,
the Group recognized
 
a net
 
gain of
 
USD
0.3
bn from
 
the conclusion
 
of the
 
investment management
 
agreement and
the
 
assignment
 
of
 
the
 
loan
 
facilities,
 
after
 
the
 
accounting
 
for
 
the
 
purchase
 
price
 
allocation
 
adjustments at
 
the
closing of the acquisition of the Credit Suisse Group.