UBS Mergers and Acquisitions Presentation Deck
Basis for preparation of pro forma financial information
The unaudited pro forma condensed combined financial information included in the registration statement (hereafter "pro forma financial information") has been prepared in
accordance with the requirements of Article 11 of SEC Regulation S-X Pro forma financial information. It includes a balance sheet as of 31.12.22, which gives effect to the
transaction as if it had closed on 31.12.22, and an income statement for the year ended 31.12.22, which gives effect to the transaction as if it had closed on 1.1.22.
Pursuant to IFRS 3 "Business Combinations", the acquirer records all the identifiable assets acquired and liabilities assumed, including contingent liabilities, at their respective fair
values on the completion date, with limited exceptions. Adjustments to any provisional amounts are allowed during the subsequent 12 months following the acquisition date.
Any excess of the net fair value of the assets and liabilities over the consideration transferred will be recorded at the completion date as a gain (negative goodwill) in the income
statement. Assuming the transaction closes as planned in the second quarter, we will show consolidated financial statements, including negative goodwill, with our 2Q23 earnings.
The purchase price accounting is dependent upon performance of detailed valuations and other analyses that have yet to progress to a stage that informs a definitive measurement.
UBS intends to complete the valuations and other assessments upon completion of the transaction and will finalize the purchase price allocation within the required 12-month
period.
The various assets and liabilities of Credit Suisse have been measured based on preliminary estimates starting from the Credit Suisse's year ended 31.12.22 audited balance sheet
and income statement. The assumptions underlying the respective adjustments are described in the accompanying notes. Differences between these preliminary estimates and the
final accounting will occur, and these differences could have a material impact on the accompanying unaudited pro forma financial information and the future combined results of
operations or combined financial condition of UBS.
The unaudited pro forma condensed combined financial information does not purport to represent what UBS's actual results of operations or financial condition would have been
had the transaction occurred on the dates indicated, nor is it necessarily indicative of future results of operations or financial condition.
Impact from own credit are assumed to be net neutral to CET1 and gone concern capital in line with the existing treatment of such gains and losses for fair valued liabilities. Impact
from benchmark interest rates on the fair value of debt issued would impact CET1 and gone concern capital. Such a treatment is consistent with the underlying aim of the
regulatory guidance to neutralize the capital impact, both positive and negative, from changes in entity own credit spreads on the value of issued liabilities.
The pro forma combined UBS Group LCR as of 31.3.23, which assumes closure of the transaction as of that date and includes the effect of SNB facilities, is higher than the UBS
Group published LCR as of 31.3.23.
Regulatory impacts related to the unaudited pro forma condensed combined financial information are subject to regulator review and approval.
UBS
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